(Adds Eminence Capital statement, Breakingviews, Timeline, Reuters Insider, Men's Wearhouse results)
By Siddharth Cavale, Olivia Oran and Aditi Shrivastava
March 11 Men's Wearhouse Inc said it would acquire rival Jos. A. Bank Clothiers Inc for about $1.8 billion, ending a five-month saga that started with Jos. A. Bank offering to buy its larger menswear rival.
The companies, operating in a mature market, have bid and counterbid for each other since October when Jos. A. Bank offered to buy Men's Wearhouse for about $2.3 billion.
The increased offer price of $65 per share announced on Tuesday is a premium of 5.1 percent to Jos. A. Bank's Monday closing price. But it is 56 percent more than the stock's price in October before the merger battle began.
Men's Wearhouse, which had previously offered $63.50 per share, said the deal would create the fourth-largest men's apparel retailer in the United States with annual sales of about $3.5 billion.
The company expects to save $100-$150 million annually for three years as a result of the deal.
Men's Wearhouse shares closed up 4.7 percent at $57.14 on the New York Stock Exchange on Tuesday. Jos. A. Bank shares closed up 3.9 percent at $64.22 on the Nasdaq.
"It's a second Christmas for Jos. A. Bank shareholders," Jerry Reisman, an M&A expert at law firm Reisman Peirez Reisman and Capobianco LLP, told Reuters.
Men's Wearhouse will be able to close stores duplicated in the same mall, reducing costs in the long term, he said.
Men's Wearhouse did not mention any plans to close stores in its statement. It, however, said Jos. A. Bank's store banner will remain in place with no remodeling or rebranding.
"A merger with Men's Wearhouse was always the likeliest of outcomes, it's just that Jos A. Bank wanted to extract every penny from its suitor," said Brian Sozzi, chief executive of Belus Capital Advisors.
Jos. A Bank's initial offer for Men's Wearhouse in October came soon after Men's Wearhouse founder George Zimmer was pushed out of the company by the board of directors.
Men's Wearhouse rebuffed the offer, which spurred Jos. A. Bank to say it could raise its bid if it was allowed access to its larger rival's books for due diligence.
Hedge fund Eminence Capital LLC, the largest shareholder of Men's Wearhouse, then put pressure on the company to engage in merger talks with Jos. A. Bank.
In November, Jos. A. Bank terminated its offer with Men's Wearhouse. In turn, Men's Wearhouse struck back at Jos. A. Bank with a $1.5 billion bid that Jos. A Bank turned down.
Men's Wearhouse then mounted a hostile $1.61 billion bid for Jos. A. Bank with a raised offer of $57.50 per share in January.
In a bid to remain independent, Jos. A Bank later said it would acquire clothing brand Eddie Bauer from private equity firm Golden Gate Capital and would start a share buyback worth $300 million after the deal closed.
Eminence Capital, which has a 4.9 percent stake in Jos. A. Bank, said the acquisition of Eddie Bauer defied logic given that the companies cater to different customers.
It continued to push Jos. A. Bank to start talks with Men's Wearhouse regarding a merger, which eventually happened earlier in March after Men's Wearhouse said it would consider a $65 per share offer if its smaller rival opened its books.
As part Tuesday's deal with Men's Wearhouse, Jos. A. Bank said it would terminate its deal to buy Eddie Bauer and would also terminate its tender offer to buy back shares.
"Eminence Capital is happy to see these two great companies coming together, and we congratulate both The Men's Wearhouse and Jos. A. Bank on the merger agreement," said Eminence CEO Ricky Sandler.
Men's Wearhouse said it expects the deal, which is not conditioned on financing, to be financed with cash and committed debt from BofA Merrill Lynch and JPMorgan Chase Bank.
BofA Merrill Lynch and J.P. Morgan Securities LLC advised Men's Wearhouse on the deal, while Willkie Farr & Gallagher are its legal advisers.
Goldman, Sachs & Co. and Financo LLC advised Jos. A. Bank, while Skadden, Arps, Slate, Meagher & Flom LLP and Guilfoil Petzall & Shoemake LLC. are its legal advisers.
The combined company will have an interesting first year together, and I expect a few operating stumbles along the way as they integrate antiquated systems," said Sozzi.
The deal is expected to close in the third quarter of 2014.
Separately, Men's Wearhouse reported a much wider-than-expected quarterly loss, hurt by increased competition and the severe winter weather.
Chief Executive Doug Ewert said weak consumer spending and a severe winter hurt sales at all its three retail chains - Men's Wearhouse, Moores and K&G - in December and January. Weather-related store closures and an aggressive promotional retail environment resulted in a traffic decline, he said. (Additional reporting by Aditi Shrivastava in Bangalore; Editing by Saumyadeb Chakrabarty, Cynthia Osterman and Joyjeet Das)