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 Men's Wearhouse raised its cash tender offer to Jos. A. Bank
shareholders to $63.50 per share, from $57.50, and added it could
increase the offer to $65 if it was able to conduct limited due
diligence.
The increased offer values Jos. A. Bank at about $1.78 billion based
on its shares outstanding as of November 2, up from about $1.61
billion it offered last month.
Jos. A. Bank shares rose as much as 9.2 percent to a life-high of
$60.14 on the Nasdaq in morning trading. Men's Wearhouse shares rose
as much as 8.7 percent to $49.04 on the New York Stock Exchange.
"We believe this offer clearly represents a superior alternative for
Jos. A. Bank shareholders compared to remaining independent and
acquiring Eddie Bauer," Eminence Capital Chief Executive Ricky
Sandler said on Monday.
Eminence Capital is Men's Wearhouse's largest shareholder with a 9.8
percent stake. The company also owns 4.9 percent of Jos. A. Bank.
The amended offer is conditional on the termination of Jos. A.
Bank's agreement to acquire Eddie Bauer, Men's Wearhouse said.
Jos. A. Bank said later in the day it would review the deal, without
offering any more details.
Men's Wearhouse urged its rival's shareholders to tender in their
shares in order to push Jos. A. Bank's board into resuming merger
negotiations.
Men's Wearhouse also said it had filed a lawsuit in the Delaware
Chancery Court alleging that the Jos. A. Bank board breached its
fiduciary duties to shareholders by adopting measures to "thwart"
Men's Wearhouse's tender offer.
Under the lawsuit, Men's Wearhouse said it seeks to prevent Jos. A.
Bank from proceeding with the Eddie Bauer acquisition and wants the
Jos. A. Bank board to revoke its poison pill.
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"The Eddie Bauer transaction has little to do with the long-term
welfare of Jos. A. Bank, and has everything to do with the
short-term interest of the Jos. A. Bank board," Men's Wearhouse said
in its complaint.
Men's Wearhouse has also named affiliates of Golden Gate Capital,
the ultimate parent of Eddie Bauer, in the lawsuit. Golden Gate had
supported an earlier bid by Jos. A. Bank to acquire Men's Wearhouse.
A spokeswoman for Golden Gate Capital declined to comment on the
lawsuit.
Men's Wearhouse and Jos. A. Bank — both of whom are known for
renting and selling tuxedos — have made and spurned offers for each
other over the past few months. In January, Men's Wearhouse took its
increased bid of $1.61 billion directly to Jos. A Bank shareholders.
Men's Wearhouse also said on Monday that the expiration of its
amended tender offer has been moved forward to March 12 from March
28.
Jos. A. Bank shares were up 8.4 percent at $59.71 in late afternoon
trading. Men's Wearhouse shares were up 8 percent at $48.75.
(Additional reporting by Siddharth
Cavale in Bangalore; editing by Sriraj Kalluvila and Joyjeet Das)
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