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Men’s Wearhouse Rejects Latest Jos. A. Bank Offer

After consultation with financial and legal advisers, the retailer said access to due diligence is not in shareholders' interests.

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.

This story first appeared in the November 5, 2013 issue of WWD.  Subscribe Today.

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.”

Jos. A. Bank Thursday said it would consider raising its original bid if provided with the opportunity to conduct “limited due diligence” of its archrival men’s specialty store chain. Jos. A. Bank said the offer to boost the price would expire on Nov. 14 if “good faith discussions” with MW hadn’t begun.

“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.”

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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.