The possibility of a sweeter offer from Jos. A. Bank Clothiers Inc. hasn’t altered The Men’s Wearhouse Inc.’s firm opposition to its competitor’s takeover bid or the idea of letting its suitor see its books.
Men’s Wearhouse said Monday that, after consultation with its financial and legal advisers, it concluded “it is not in the best interest of the company’s shareholders to provide Jos. A. Bank with access to nonpublic information concerning Men’s Wearhouse.”
The retailer reiterated its earlier position that the $48 a share, or about $2.4 billion, offered for the company “significantly undervalues Men’s Wearhouse.”
“Our board and management teams are committed to creating value for our shareholders,” said Douglas Ewert, president, chief executive officer and a director of MW. “We are enthusiastic about Men’s Wearhouse’s prospects and are confident that our strategic plan will deliver more value to our shareholders than Jos. A. Bank’s inadequate, highly conditional proposal.”
The unsolicited $48-a-share offer, originally proposed on Sept. 18 and made public on Oct. 9, would be funded from cash on hand, financing and $250 million in new equity capital from private equity firm Golden Gate Capital. MW rejected the bid at the time it became public. The original offer represented a 42.4 percent premium to MW’s closing price of $33.71 on Sept. 17.
Shares of MW closed Monday at $42.14, down 2.8 percent. Bank shares declined 0.5 percent to $47.71.
Robert Wildrick, chairman of Jos. A. Bank, said the company was “disappointed” by MW’s refusal to supply a limited amount of information and its choice “not to explore the potential of Jos. A. Bank’s proposal for the benefit of their shareholders. Their board’s position is a matter for consideration by the shareholders of Men’s Wearhouse.
“For our part, we stand by our previous statement and will keep our proposal open until Nov. 14, 2013,” he concluded.
“It is difficult to understand why the board took this position, especially in view of the many Men’s Wearhouse shareholders who have asked that the company meet with our client,” said Gilbert Harrison, chairman of Financo Inc., which is advising Jos. A. Bank on the offer.
Harrison said Jos. A. Bank is not walking away just yet. “It’s not over until the fat lady sings, and we’re not singing yet,” he said.
Wildrick said last week that there are no plans to launch a hostile takeover bid should MW adhere to its earlier rejection of Jos. A. Bank’s offer. Men’s Wearhouse is receiving financial guidance from BofA Merrill Lynch and J.P. Morgan Securities and legal advice from Willkie Farr & Gallagher LLP.
Breaking: @cushnieetochs’ co-founders @carlycushnie and @ochsmichelle are parting ways. After a 10-year run, Ochs is leaving the brand. Get the full story on WWD.com – link in bio. #wwdnews #wwdfashion
@maybelline’s Kanako Takase had snow bunnies in mind when creating the beauty look for @philipppleininternational. Playing off of the bedazzled snowboards in the collection, Takase mixed two highlighters together for a luminous sheen. #wwdbeauty #nyfw (📷: @jilliansollazzo)
“There’s a huge gap between the old way of doing things and today. It takes the youth to help evolve that. You have to count on the kids today to help lead you into the future. A lot of these retailers are stuck in the past. Communication is the biggest thing,” said @ronniefieg of @kith on the youth’s role in retail. On Monday night, Jeff Staple moderated a keynote session with Fieg and @syresmith at Assembly - a series of workshops, talks and keynotes addressing topics or issues in the apparel industry. Head to WWD.com to read more advice from Fieg and what Smith thinks of his dad @willsmith’s Instagram account and sustainability (📷: @weston.wells)
@joansmalls closed the @michaelkors fall 2018 show in black sequined pants and a varsity T printed with 19 on the front and 81 on the back. 1981 – the year Kors went into business. #wwdfashion #nfyw (📷: @giovanni_giannoni_photo)
“You think your life is going to be a certain way, and nothing you thought would happen ends up happening. Never in my wildest dreams did I think I’d be designing clothes and working with Mickey Drexler, and building something I’m deeply proud of,” said Jenna Lyons. Nine months after leaving @jcrew, Lyons is exploring the meaning of happiness. Read the interview, where Lyons talks about reinvention and more on WWD.com – link in bio. #wwdfashion (📷: Farrell) #jennalyons #jcrew