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.
Breaking News: @louisvuitton's men's artistic director @mrkimjones is leaving the French fashion house after nearly 7 years. Jones joined Louis Vuitton in 2011, following a three year tenure as creative director of British luxury goods brand Alfred Dunhill. Jones is to exit Louis Vuitton after showing his fall 2018 collection for the brand in Paris on Thursday. Read the full exclusive story on WWD.com. Link in bio. #wwdnews #wwdfashion
For men’s fall 2018, @giuseppezanotti drew on elements from streetwear, sport, biker, combat and rock ‘n’ roll. Pictured here are a pair of shoes from the collection, featuring zippers, rhinestones, and silver hardware. Head to WWD.com to see a roundup of the accessories from Milan’s men’s fall 2018 shows. #wwdfashion (📷: Andrea Delb)
To celebrate the 25th anniversary of @ralphlauren’s snowboarding collection, the brand is mining its archives. The iconic brand is reintroducing vintage styles and dropping new designs for a color capsule that will be available in Ralph Lauren stores and @openingceremony on January 25. The capsule will consist of 10 pieces, including the Snow Beach Pullover, pictured here, which is a collector’s item that rapper Raekwon wore in Wu-Tang Clan’s “Can It Be All So Simple” video. #wwdfashion (📷: Tom Gould)
For @rochasofficial’s pre-fall 2018 collection, creative director Alessandro Dell’Acqua channeled the sophisticated and intriguing Catherine Denevue in the film “Belle de Jour.” Polished collarless coats, midi skirts, suits and ’60s graphic motifs were all featured in the collection, adding a sense of discreet luxury. See the rest of the photos on WWD.com #wwdfashion
“We tried to produce clothing of that couture quality, but the most daunting part was that we only had a matter of days [to do it],” said costume designer Lou Eyrich, who recreated Gianni Versace’s iconic looks for @americancrimestoryfx. Eyrich searched online retailers and vintage shops for original pieces from the design house and for @penelopecruzoficial, who plays Donatella Versace. Head to WWD.com to read how she created the Versace world. #wwdfashion
Only three months after her stellar debut catwalk season, @kaiagerber has inked her first big design collaboration –– with @karllagerfeld. The collection blends Lagerfeld’s Parisian chic aesthetic and the model’s signature West Coast casual style via RTW, accessories, footwear and more. The #KarlLagerfeldxKaia collection will launch in September with a series of events. Get all the details on WWD.com. #wwdnews #wwdfashion
Harrods plans to remove the famous statue of Princess Diana and Dodi Al Fayed from the bottom of the Egyptian escalators and hand it back to Mohamed Al-Fayed. “We are very proud to have played our role in celebrating the lives of Diana, Princess of Wales and Dodi Al Fayed at Harrods and to have welcomed people from around the world to visit the memorial for the past 20 years,” said Michael Ward, Harrods managing director. “With the announcement of the new official memorial statue to Diana, Princess of Wales at Kensington Palace, we feel that the time is right to return this memorial to Mr. Al Fayed and for the public to be invited to pay their respects at the palace.” More on the news, with reporting by @loreleimarfil, at WWD.com. #wwdnews