More Back-and-Forth Expected Following Bank’s Decline of MW Offer

Men’s Wearhouse suggests it could look to make changes in Jos. A. Bank’s board.

The Pac-Man defense didn’t work for The Men’s Wearhouse Inc. in its recent table-turning effort to acquire archrival Jos. A. Bank Clothiers Inc., but it left the door open for more wrangling by the two men’s wear specialty retailers.

After a unanimous vote by its board, Bank earlier this week rejected MW’s offer, made on Nov. 26, to be acquired for $55 a share, or about $1.54 billion. The Hampstead, Md.-based Bank had just 12 days earlier seen the expiration of its offer to acquire the larger MW operation for $2.4 billion, or about $48 a share.
But MW made it clear that it was still in the hunt for Bank and might up the ante by attempting to reconstitute its rival’s board with individuals more open to a business combination on its terms.

“While it is our strong preference to work collaboratively with Jos. A. Bank to realize the benefits of this transaction, we are continuing to carefully consider all of our options to make this combination a reality, including nominating director candidates at Jos. A. Bank’s next annual meeting of shareholders,” Men’s Wearhouse said in a statement after Bank rejected the offer Monday morning.

“Our board undertook a thorough review and determined that the per-share consideration in the proposal made to us by Men’s Wearhouse was simply not in the best interest of our shareholders,” said Robert Wildrick, chairman of Jos. A. Bank. “At the same time we continue to review acquisition opportunities that would represent a strong strategic fit with our company and provide an opportunity to leverage our core competencies to drive meaningful growth, synergies and substantial value creation over the long term.”

Bank has been in search of acquisitions for quite some time and was reported to be among the strategic suitors in the hunt for Lucky Brand Jeans, the Fifth & Pacific Cos. Inc. subsidiary that the parent firm two weeks ago agreed to sell to an affiliate of Leonard Green & Partners for $225 million.

An acquisition of one company by the other would have combined the two largest U.S.-based men’s specialty store operators, with MW’s $2.5 billion in annual sales substantially ahead of Bank’s $1 billion in scale.

Bank generally holds its annual meetings in late June, but few expect to have to wait that long for the next move by one or the other of the retailers.

“Expect this tug-of-war to persist for some time,” said Anthony Michael Sabino, professor at St. John’s University’s Peter J. Tobin College of Business. “Each company is stubbornly holding onto its independence, and neither has made an offer that overwhelms its target’s shareholders. The game-changer will be in the new year, when we see their respective results for the holiday season.”

He said the store with the weaker 2013 results might very well fall prey to the other’s takeover bid.

Stifel Nicolaus analyst Richard Jaffe called the initial rejection by Jos. A. Bank “the appropriate decision, and perhaps a negotiating tactic. However, if a deal is not completed, we believe both JOSB and MW shares would come under pressure.”

Additionally, he noted, an alternative acquisition would “likely…not be as synergistic as MW.”

Eminence Capital is MW’s largest shareholder, with about 9.8 percent of its equity, and also has a smaller stake in Bank. Ricky Sandler, chief executive officer and chief investment officer of Eminence, had pushed for a combination of the two retailing firms and said he was pleased about MW’s pursuit of Bank. However, neither he nor other officials at Eminence provided a comment on Bank’s rejection of the offer Monday.