Eminence Capital LLC has nominated industry heavyweights Bruce Klatsky and Norman Matthews for election to Jos. A. Bank Clothiers Inc.’s board in the ongoing battle between Bank and The Men’s Wearhouse Inc.
This story first appeared in the January 22, 2014 issue of WWD. Subscribe Today.
Eminence reiterated that it intended to back Men’s Wearhouse’s nominees, Arthur Reiner and John Bowlin, for election to the Bank board. Ricky Sandler, chief executive officer of Eminence, which owns 9.9 percent of Men’s Wearhouse and 4.9 percent of Bank, said Eminence would withdraw its nominees “if those proposed by Men’s Wearhouse are still in the running at the time of the Jos. A. Bank annual meeting” later this year.
Standing for reelection at this year’s annual meeting will be Robert Wildrick, chairman of Bank, and Neal Black, president and ceo. Although no date has been set for this year’s meeting, last year’s was held at the company’s offices in Hampstead, Md., on June 21.
Shares of Jos. A. Bank Tuesday closed at $55.80, down 1.2 percent, while MW’s closed at $49.65, down 1.6 percent.
Bank on Friday rejected Men’s Wearhouse’s second offer to acquire the company for $57.50 a share, or $1.61 billion, and moved to have Eminence’s suit against the company, filed in the Court of Chancery in Delaware, dismissed. That suit, among other particulars, seeks to prevent Bank from making “an ill-advised acquisition” that could lessen the likelihood of an acquisition of Bank.
Klatsky retired in 2007 as chairman and ceo of PVH Corp., then known as Phillips-Van Heusen Corp., after expanding the company and orchestrating its acquisition of Calvin Klein. Matthews is the former president of Federated Department Stores, among the predecessor companies of Macy’s Inc., and served as chairman of its now defunct Gold Circle discount division.
Klatsky is lead independent director of Gazal Corp., a large retail and apparel concern in Australia, and a former director of Charming Shoppes, which was acquired in 2012 by Ascena Retail Group Inc. Matthew is chairman of The Children’s Place Retail Stores Inc. and a former director of Federated, Toys ‘R’ Us and Sunoco.
“We are very pleased that these two highly experienced retail executives have agreed to stand for election as independent directors at the 2014 meeting of Jos. A. Bank shareholders,” Sandler said. “Their knowledge and success in the retail industry as well as their commitment to maximizing shareholder value have been clearly evident throughout their long and distinguished careers.”
MW said on Friday that it remained committed to its tender offer. In rejecting the offer, Bank said that Eminence had increased its stake in Men’s Wearhouse prior to the disclosure that Bank had made an offer to acquire Men’s Wearhouse.
Unless extended, the offer to acquire Bank’s shares expires at 5 p.m. EST on March 28.
The back-and-forth between the two men’s wear giants dates back to October, when Bank offered $2.4 billion for Men’s Wearhouse. MW reversed the pursuit in a “Pac-Man defense” maneuver in November, when it offered $55 a share, or about $1.54 billion, for Bank. MW made its hostile takeover offer on Jan. 6. The months-long battle pits the larger Men’s Wearhouse, with annual sales of $2.5 billion, against the smaller Bank, which last year generated $1 billion in revenues. While MW’s business is larger and more diversified, including a tuxedo rental business, Bank has generally enjoyed higher gross and operating margins and, in recent years, faster growth in profits and sales.
Eminence was founded in 1998 and manages about $4.9 billion on behalf of institutions and individuals.