That seemed to be Jos. A. Bank Clothiers Inc.’s attitude Friday when it amended its shareholder rights plan — or “poison pill” — to kick in when an unsolicited party acquires a 10 percent stake in the company. That’s half the threshold that’s been in its bylaws since 2007.
The reduction aligns the threshold level with that of its archrival The Men’s Wearhouse Inc., which has been both its acquisition target and suitor in recent months. Men’s Wearhouse spurned an offer to be taken over by Bank for $48 a share, or about $2.4 billion, in November and then turned the tables on its smaller competitor with a $55-a-share, or $1.54 billion, bid that was rejected on Dec. 23.
Both companies characterized the offers they received as undervaluing their respective targets.
The Bank adjustment to its poison pill carries the acrimony between the nation’s two largest men’s wear chains into the new year.
Bank said, “In light of the hostile actions The Men’s Wearhouse Inc. has taken and threatened to take against the company, which are not in the best interest of the company’s shareholders, the board felt it was appropriate to protect the company’s shareholders by leveling the playing field and ensuring that the Jos. A. Bank rights agreement has the same triggering ownership threshold as that of the Men’s Wearhouse rights agreement.”
Poison pills allow shareholders to buy additional shares at a discount, diluting the holdings of potential acquirers and raising the cost of a possible acquisition. They’ve been used by companies including J.C. Penney Co. Inc. and Aéropostale Inc. in the past year as they’ve faced the possibility of unwanted takeover efforts as falling stock prices made their shares — and larger stakes — more affordable.
When its bid for Jos. A. Bank was rejected last month, Men’s Wearhouse said it was its “strong preference to work collaboratively with Jos. A. Bank to realize the benefit of this transaction.” But its board said “we are continuing to carefully consider all of our options to make this combination a reality, including nominating director candidates at Jos. A. Bank’s next annual meeting of shareholders.”
The ongoing battle between the two men’s wear giants pits the larger Fremont, Calif.-based Men’s Wearhouse, with annual sales of about $2.5 billion, against Hampstead, Md.-based Bank, with sales of about $1 billion. Although both have faced sales stumbles in recent quarters, Men’s Wearhouse enjoys a larger, international footprint, including its Moores stores in Canada and operations in the U.K. A more verticalized operation, Jos. A. Bank sports stronger margins.
Eminence Capital holds a 9.8 percent stake in Men’s Wearhouse and had pressured the firm to pursue a deal. It holds a smaller, unspecified stake in Jos. A. Bank as well.
In Friday trading, Jos. A. Bank shares fell 0.5 percent to $54.41 while Men’s Wearhouse’s rose 0.4 percent to $50.59.
@zacposen's go-to holiday gift? Cookies! "I'll usually bake cookies and send them as a gift," said the designer, who recently released his cookbook "Cooking With Zac: Recipes from Rustic to Refined." Get the recipe for his Brown Butter-Chocolate Chip Cookies via link in bio 🍪🍪🍪 #wwdeye #cookingwithzac
For @monsemaison’s pre-fall 2018 collection, Fernando Garcia and Laura Kim honed in on the brand’s many signatures — men’s wear, which was tweaked and feminized through deconstruction, proportion play and lots of bare shoulders. See the rest of the photos on WWD.com #wwdfashion (📷: George Chinese)
On Friday night, @yohjiyamamotoofficial received the Design for Asia Lifetime Achievement Award in Hong Kong. The 75-year-old designer has been celebrated for many years and is best known for his dark and avant-garde tailoring. “In my long career, in design, architecture, [I’ve been to] so many parties, this is the very first time that I have such a warm feeling, I really appreciate this,” Yamamoto said. #wwdfashion (📷: @dominiquemaitre)
Discovery is collaborating with British pop artist @philipcolbert on a new line of clothing and accessories called Discovery Shark. The collection, which will launch next summer for Shark Week’s 30th anniversary, features a whimsical line of women’s and men’s bomber jackets, sweatshirts, bags and more. #wwdfashion
“I’m always a big champion of a female rapper, and I’m glad to see a new voice that feels unique and authentic that’s coming up, and I think we’re going to see more great things from her,” said @itsjeremyscott about @iamcardib, who performed at @moschino’s Art Basel Miami Beach party last night. #wwdeye (📷: @lexieblacklock)
@janellemonae’s “What’s Your Frequency?” room in @refinery29's #29Rooms made its debut this week at the opening of the Los Angeles art exhibit. “It’s about the ongoing conversation around mass surveillance, the weaponization of technology and cultural uniformity. My space was created so that we can come together and talk about the complexities of our humanity,” said Monáe. #wwdeye (📷: @bucknerphoto)
@pantone announced their Color of the Year 2018: Ultra Violet. Nearly 20 months after the musician Prince’s death, fashion is having a purple moment. Varying shades of purple appeared on spring or fall runways, from @christopherkane to @calvinklein. @gucci’s Alessandro Michele bathed his fall runway in ultra violet-colored light at one point. Pantone 18-3838 is meant to “push the boundaries of what inspires us to look upward and outward to the future.” #wwdnews #wwdfashion (📷: @kukukuba)