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.
“Azzedine has been one of the biggest influences in my life. He has always been such a strong, loving, fatherly figure to me. I call him Papa. His designs are indescribably unique, they are pieces of art. He knew how to make the female form look its loveliest. I have so many memories of him; my favorite might be during my first show with him in Paris. He liked me and he wanted to help me get more work. He called all his friends at Kenzo and Comme des Garcons, and asked them to book me. They said, ‘But she can’t walk!’ And he said, ‘but she has such a great ass!' His friendship and support has been the great privilege of my career. I can't imagine life without him. Repose en paix mon Papa.” - @stephanieseymour tells @wwd. #wwdfashion (📷: @steveeichner) #alaia #azzedinealaia
Azzedine Alaïa, flanked by two of his closest friends, models Stephanie Seymour and Naomi Campbell.
He designed Seymour’s dress for her 1995 wedding to Peter Brant, and treated Campbell (who famously called him Papa), like a daughter. For more on the legendary designer, tap the link in bio. #wwdfashion #alaia #azzedinealaia
Azzedine Alaïa's “I-did-it-my-way” ethos stood out starkly at a time when brands are experimenting with consumer-facing fashion shows, coed formats and trans-seasonal collections – anything to perk up lackluster sales of ready-to-wear in an age of Insta-everything. “It’s not creation anymore. This becomes a purely industrial approach,” the late designer told WWD in an interview last year. “But anyway, the rhythm of collections is so stupid. It’s unsustainable. There are too many collections.” Read more about the iconic designer’s life and work on wwd.com, link in bio. #wwdfashion #azzedinealaia (📷: @WWD Archive, 1986) #alaia
Sneaker reselling app @goat’s latest exhibit, "The Greatest: New York," tells the story of New York's sneaker culture. To celebrate the exhibit, an intimate crowd gathered on Thursday night at the pop-up gallery space, located at Platform in Culver City, to hear guest speaker and illustrator @esymai talk about her own rise in streetwear and women in the business. "For me I'm just someone who is creative. I like to create things," said Chang. #wwdfashion
Azzedine Alaïa, one of the most iconic couturiers of the modern era whose body-con designs defined Eighties fashion, has died in Paris. The diminutive Tunisian-born designer, known for his structured knitted dresses with fitted waists and impeccably cut, figure-hugging second skin silhouettes was deeply admired by his peers, and counted supermodel Naomi Campbell - his adoptive daughter - among his inner circle, one of a gang of glamazons including Farida Khelfa, Carla Bruni and Stephanie Seymour who became ambassadors of his style. (📷: Alexandre Guirkinger) #wwdblast