Jos. A. Bank Clothiers Inc. Sunday stepped up the rhetoric in its resistance to The Men’s Wearhouse Inc.’s $1.61 billion cash tender offer, accusing its rival’s directors of both inconsistency and failure to meet their fiduciary obligations.
The sharply worded letter was in response to one MW sent to Bank’s independent directors on Thursday. In its letter Sunday, Hampstead, Md.-based Bank declined to form a special committee to consider the MW proposal to pay Bank shareholders $57.50 a share. Bank noted that a “substantial majority” of the board — all but two of its seven members, chairman Robert Wildrick and president and chief executive officer Neal Black — are independent and that allegations of a conflict of interest are “baseless.”
“Men’s Wearhouse has yet to explain why the concerns it raised just seven weeks before its offer for Jos. A. Bank do not apply to its offer for Jos. A. Bank,” the letter read.
Furthermore, Bank’s directors wondered how the Federal Trade Commission’s second request for information from MW about its tender offer for Bank could have been “expected,” as MW said in its letter last week. “Our two companies’ stockholders should understand that second requests are issued in less than 2 percent of all transactions filed with the government and a high percentage of those transactions are never completed,” the Bank letter asserted. “If you were expecting a second request, why did you not warn investors that this was likely to occur?”
The latest salvo from Bank came as rumblings continued about its interest in making an acquisition — either of MW or someone else.
Officials at both Bank and Destination XL Group Inc. denied reports that Bank was interested in acquiring the big and tall specialty retailer. Meanwhile, representatives at Bank and Financo Inc., which is advising Bank, had no comment on a Wall Street Journal report that Bank was in discussions about buying Eddie Bauer, the majority of which is owned by Golden Gate Capital.
Golden Gate was set to provide financing for Bank in its pursuit of a $2.4 billion acquisition of MW, the first act in the face-off between the two retailers. Officials at Golden Gate couldn’t be reached for comment.
Bank also took aim Sunday at Eminence Capital, the activist investment firm headed by ceo Ricky Sandler that is MW’s largest shareholder, with 9.9 percent of its shares, and also holds a 4.9 percent stake in Bank.
Eminence clearly wants MW and Bank to become a single entity and has agitated for talks between the two. On Jan. 22, Eminence said it had nominated Bruce Klatsky and Norman Matthews to run for seats on Bank’s board if for any reason the two nominees advanced by MW, Arthur Reiner and John Bowlin, are not in the running for the two slots at the time of Bank’s annual meeting later this year.
The seats in play are currently occupied by Wildrick and Black, who are scheduled to stand for reelection later this year.
Bank’s directors said in their nearly 1,100-word letter Sunday that Eminence “has been arguing first for Jos. A. Bank’s acquisition of Men’s Wearhouse and then Men’s Wearhouse’s acquisition of Jos. A. Bank in order to avoid a potentially large loss on its high-risk arbitrage play, buying Men’s Wearhouse shares betting that a deal would happen.”
Before making its offer to buy Bank for $1.61 billion through a tender offer to shareholders, MW in November offered to buy its rival for $55 a share, or $1.54 billion, a bid rejected on Dec. 23.
@tradesy is turning the concept of a showroom upside down with its new space in Santa Monica. Here, the company plans to hold events, art exhibits and a showcase rare fashion pieces like this Louis Vuitton boxing set. Get all the details on Tradesy’s first showroom on WWD.com. #wwdnews
Spotted last night at the @erdem x @hm launch event: Kate Bosworth, Rashida Jones, Kirsten Dunst and Selma Blair. The party, which took place in LA, also marked the opening of their pop-up shop. “I was interested in creating a collection that wasn’t in any way disposable. It was about pieces you’d create and keep forever, things that have a permanence to it,” designer Erdem Moralioglu said. #wwdeye (📷: Katie Jones)
Renee Zellweger in yellow in 2001 and again in 2017. Chosen as one of the 12 @pantone Leading Spring Colors (and dubbed “Meadowlark”), it only makes sense that the bright hue stands the test of time and is making a resurgence this season, seen already on stars like @blakelively and @gigihadid. (📷: Donato Sardello & @rexfeatures) #wwdfashion #tbt
Dior’s 70th anniversary celebration continues with a new exhibition at the Royal Ontario Museum in Toronto. “Christian Dior,” which is scheduled to run through March 18, takes a look at the founders tenure from 1947 to 1057 and feature 40 designs. Pictured here is an evening gown from the Ailée, fall 1948-49 haute couture collection. #wwdfashion (📷: Brian Boyle)
As one of the most recognizable models in the world, Christy Turlington Burns has an insider’s view of the fashion industry and the allegations of sexual harassment swirling around it. “I can say that harassment and mistreatment have always been widely known and tolerated in the industry. The industry is surrounded by predators who thrive on the constant rejection and loneliness so many of us have experiences at some point in our careers,” Turlington told WWD, along with her suggestions for how the modeling world should protect younger women and men. Read more on WWD.com. Link in bio. (📷: Tony Palmieri) #wwdnews
@asics America has tapped a new brand ambassador: famed DJ/record producer @steveaoki. This initiative is intended to set the tone for the new brand identity and philosophy and will include partnerships with influencers and in-store and off-line activations that will continue into next year. This is Asics’ most significant marketing effort in two decades, and is expected to attract younger consumers to the brand. #wwdfashion
24-year-old Jean Prounis is redefining the rules of jewelry. Formerly a studio assistant to Jemima Kirke and a design apprentice at Ghuran, she focuses on handcrafted subtleties and ancient goldsmithing techniques. “There was a really sterile feel in the environment and I wanted to have jewelry with character that shapes how you wear it everyday,” Prounis said. Each piece is hand made in New York, either by Prounis or three other jewelers in the district. #wwdfashion
“These collections continue to build on that vision, empowering differently abled adults to express themselves through fashion,” said @tommyhilfiger of his line of adaptive apparel, which launches today. The line consists of 37 men’s and 34 women’s styles based upon the pieces from the spring Tommy Hilfiger sportswear collection. #wwdnews