October 9, 2013, 10:43 AM

Men’s Wearhouse says ‘no’ to Jos. A Bank

Men’s Wearhouse rejects a $2.3 billion acquisition bid.

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It’s a polite and firm “Thanks, but no thanks” from The Men’s Wearhouse to Jos. A Bank Clothiers Inc. regarding the latter company’s acquisition offer valued at $2.3 billion.

Jos. A Bank, No. 191 in the 2013 Internet Retailer Top 500 made public its offer to acquire Men’s Wearhouse (No. 294) on Friday. Seeking to acquire Men’s Wearhouse, Jos. A Bank partnered with investment banking firm Golden Gate Capital, and offered to pay $48 per share for the men’s specialty apparel retailer in a bid to grab a bigger slice of the men’s apparel market.

“By combining our two companies, we can together create the best men's apparel and sportswear designer, manufacturer and retailer in the U.S.,” Jos. A Bank board chairman Robert Wildrick wrote in a letter to Men’s Wearhouse CEO Douglas Ewert. “We believe that a combination would leverage and enhance Jos. A. Bank's and Men's Wearhouse's complementary market positioning because our two companies can better serve all customers with an impressive portfolio of branded men's apparel and sportswear at various price points.”

In its proposal Jos. A Bank said it would acquire all outstanding shares of Men’s Wearhouse stock and finance the deal by using $300 million of its own money and a combination of other financing. As part of the deal to acquire Men’s Wearhouse, Golden Gate Capital, which already owns stakes in several other apparel retailers such as Coldwater Creek Inc. (No. 133) and Eddie Bauer (No. 101), would have taken a $250 million stake in Jos. A Bank.

But Men’s Wearhouse rejected the deal saying the Jos. A Bank proposal undervalues the company, is highly conditional and could be subject to government antitrust scrutiny. “After careful review and deliberation, our board of directors has determined that Jos. A. Bank's proposal significantly undervalues Men's Wearhouse and fails to reflect the company's growth strategy and upside potential," says Men’s Wearhouse lead director Bill Sechrest. “Jos. A. Bank's unsolicited proposal is opportunistic, subject to unacceptable risks and contingencies." 

Jos. A Bank has yet to say if it will make a new offer to acquire Men’s Wearhouse. If the deal had gone through, a merger of Jos. A. Bank and Men’s Wearhouse would have created a retailing company with combined annual e-commerce sales of $160 million, total sales of about $3.53 billion and an initial base of just under 1,800 stores. In June, Jos. A Bank also announced it was evaluating several strategic options including a possible sale.

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