Men’s Wearhouse took its fight to buy Jos. A. Bank Clothiers directly to shareholders by raising its bid and beginning a cash tender offer that would value the suit retailer at $1.61 billion.
The $57.50-a-share offer, higher than a previous bid and a 38 percent premium to the closing price on Oct. 8, expires March 28, Houston-based Men’s Wearhouse said Monday in a statement. The company also said it will nominate two independent directors to Jos. A. Bank’s board at its 2014 annual meeting. Jos. A Bank said it will consider the bid and that shareholders should take no action before it makes a recommendation to them by Jan. 17.
Shareholders will decide whether the 5.7 percent premium to last week’s closing share price is enough to settle the struggle between the retailers, which began when Jos. A. Bank approached its competitor with an offer of $2.3 billion. Men’s Wearhouse rejected that bid, which was disclosed Oct. 9, and then made its own $1.54 billion proposal for Jos. A. Bank.
“I would anticipate that investors vote in favor of it,” said Mark Montagna, an analyst at Avondale Partners LLC in Nashville, Tenn. “Also, they are naming two very highly qualified people to the board.”
Men’s Wearhouse’s nominees are John Bowlin, a former chief executive officer of Miller Brewing Co., and Arthur Reiner, who served as chairman and CEO of Macy’s East.
Montagna, who has the equivalent of a hold rating on Jos. A. Bank, said the offer falls within the $56- to $61-a-share range that his firm considers a fair price for the retailer. He said he’s not sure, though, whether the two companies will get along well enough to make a deal happen.
Jos. A. Bank jumped 4.5 percent to $56.87 at the close in New York, and Men’s Wearhouse rose 2.2 percent to $51.68.
“We are encouraged by the increased bid,” Ricky Sandler, chief executive officer of the largest Men’s Wearhouse shareholder, Eminence Capital LLC, said in a statement. “We continue to believe that a merger of these two companies is in the best interests of all shareholders.” Eminence said it holds 9.8 percent of Men’s Wearhouse’s stock.
Jos. A. Bank pounced in October at a moment of turmoil for Men’s Wearhouse after it had cut its profit forecast and removed founder George Zimmer as executive chairman. Both companies have said that a combination of the two largest U.S. retailers of their kind would yield savings and boost profit margins. Men’s Wearhouse also has a lucrative tuxedo-rental business.
Jos. A. Bank strengthened its acquisition-defense plan last week to repel its rival. The company said Friday it lowered its so-called poison pill’s threshold to 10 percent, meaning Men’s Wearhouse can only buy 10 percent of Jos. A. Bank’s shares in the tender offer before Jos. A. Bank will issue new, cheaper shares to dilute the suitor’s stake.
Barring cooperation from Jos. A. Bank, Men’s Wearhouse would have to wait until its target’s annual meeting to elect its new board members and remove the poison pill.
“Our $57.50 per share proposal to acquire Jos. A. Bank is compelling and provides substantial value and immediate liquidity to Jos. A. Bank shareholders,” Men’s Wearhouse CEO Doug Ewert said in a statement.