* Offer of $48/shr is 36 pct premium to Men's Wearhouse
close on Tuesday
* Men's Wearhouse says bid undervalues company, could raise
* Men's Wearhouse later adopts poison pill to prevent
* Jos. A. Bank says stands by initial offer
By Siddharth Cavale
Oct 9 Jos. A. Bank Clothiers Inc
offered to buy Men's Wearhouse Inc on Wednesday for about
$2.3 billion in cash but was swiftly rebuffed by its larger
rival, which dismissed the offer as "inadequate" and said it
could do better on its own.
Later on Wednesday Men's Wearhouse adopted a poison pill, or
shareholder rights plan, that would be triggered if an outside
investor acquires more than 10 percent or more of Men's
Wearhouse common stock, or 15 percent if a passive institutional
investor were to take a stake. The poison pill, a device used by
companies to prevent hostile takeovers, expires Sept. 30, 2014,
unless Men's Wearhouse decides to end it earlier.
The $48 cash offer, which would create a men's wear
heavyweight with more than 1,700 stores in North America, is a
36 percent premium to the closing price of Men's Wearhouse
shares on Tuesday.
But Men's Wearhouse shares closed the day up 27.8 percent at
$45.03 on Wednesday, below the offer price. Jos. A. Bank's
closed 6.4 percent at $44.33 on the Nasdaq. After Men's
Wearhouse announced the poison pill, shares fell 0.5 percent in
Men's Wearhouse said the non-binding offer undervalued the
company and its growth prospects.
"We are confident that we can achieve total shareholder
returns well in excess of what can be derived from Jos. A Bank's
unsolicited and inadequate proposal," Men's Wearhouse CEO Doug
Ewert said in a statement.
In a statement late on Wednesday, Jos. A. Bank said it would
continue to pursue the deal at its initial $48 per share offer.
"The formulaic, knee-jerk rejection by Men's Wearhouse, and
their refusal to even discuss our proposal, do not serve the
interests of their shareholders or their customers," the company
said in a statement.
Men's Wearhouse last month bought designer brand Joseph
Abboud for about $97.5 million. The company said that deal,
along with its expansion of full service stores, outlet stores
and expanding its share of the formalwear market would lift its
shares more than being bought by Jos A. Bank would.
Jos. A. Bank said the offer would be funded with a
combination of cash-on-hand, debt and new equity, including a
$250 million investment by private equity firm Golden Gate
Stifel Nicolaus analyst Richard Jaffe said in a note that
the offer was probably too low in comparison with other recent
specialty apparel deals, where enterprise value was typically
nine times earnings before interest, taxes, depreciation and
By that measure, Jos A. Bank should be offering about $52
per share, Jaffe wrote, saying he expects a higher offer from
Jos. A Bank. But that would entail the smaller company taking on
more debt to do so or more equity from Golden Gate and would
make the deal harder to carry off.
Fremont, California-based Men's Wearhouse had a market value
of about $1.68 billion, compared with Jos. A. Bank's $1.17
billion, as of Tuesday's close.
The company sells discount suits through 1,137 stores, its
website shows. ()
Jos. A. Bank, with more than 600 stores, is a century-old
seller of men's tailored and casual clothing, according to its
"I GUARANTEE IT"
Men's Wearhouse was founded in 1973 by George Zimmer, known
to U.S. TV audiences for his advertising catchphrase: "you're
gonna like the way you look - I guarantee it".
The company fired Zimmer in June, saying he had pushed to
take the company private and effectively demanded to be
reinstated as the company's sole decision-maker.
Zimmer denied he had pushed for a sale, insisting he only
presented that suggestion to the board as an
Zimmer owned about 3.7 percent of Men's Wearhouse as of July
22, making him the eighth-biggest shareholder, according to
Thomson Reuters data.
Net income at Men's Wearhouse more than doubled to $130.4
million over the four years to Feb. 2, while Jos. A. Bank's
earnings seesawed over the period, but last year fell 18 percent
to $79.7 million.
Men's Wearhouse cut its full-year earnings forecast last
month, saying weak economic conditions were hurting sales.
Jos. A. Bank, which makes heavy use of promotions, also
reported a drop in quarterly sales, but said it expected results
Its shares have fallen about 2 percent so far this year,
while those of Men's Wearhouse have risen about 13 percent.
Jos. A. Bank, based in Hampstead, Maryland, said in June it
was considering strategic opportunities to enhance shareholder
value, including acquisitions.
The company said a deal with Men's Wearhouse would
"immediately and significantly" add to earnings.
Jos. A. Bank is being advised by Goldman Sachs and Financo.
Its legal advisers are Skadden, Arps, Slate, Meagher & Flom and
Guilfoil Petzall & Shoemake.
Men's Wearhouse is being advised by Bank of America Merrill
Lynch, JPMorgan Chase and law firm Willkie Farr & Gallagher.