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.
“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