Eminence Capital, LLC, which owns 9.8%
of the common stock of The Men's Wearhouse, Inc. MW and is the single
largest shareholder, today expressed its disappointment that MW's Board of
Directors has so far failed to engage in merger discussions with Jos. A. Bank
Clothiers, Inc. JOSB. Eminence Capital believes that by allowing
yesterday's deadline to expire, the Board has confirmed that it is not
committed to exercising its basic fiduciary duties to shareholders and is
satisfied with the status quo.
In light of MW's failure to engage with JOSB, Eminence Capital announced today
that it has filed a preliminary solicitation statement with the Securities and
Exchange Commission in connection with calling a special meeting of MW
shareholders to vote on a number of bylaw amendments that, if approved, will
permit shareholders to remove directors without cause before the next annual
meeting of shareholders. Pursuant to Texas law the special meeting may be
called by holders of at least ten percent (10%) of all of the shares of MW
entitled to vote at the special meeting.
Ricky C. Sandler, Chief Executive Officer of Eminence Capital, stated:
"We are disappointed that Men's Wearhouse has so far failed to engage in
merger discussions with JOSB. In light of the Board's actions, we are forced
to launch this initiative that will give shareholders the opportunity to
effect important corporate governance changes at Men's Wearhouse. In our view
the governance changes implemented last month by the Board in response to the
premium proposal made by JOSB, including the imposition of a super-majority
vote for shareholder amendments to the bylaws and implementation of a poison
pill with a 10% threshold, are not in the best interests of shareholders.
More fundamentally, these actions reflect a troubling mindset by the Board and
its advisors regarding shareholders' rights.
"We continue to encourage the Board to take immediate steps to complete its
review of strategic options, including a merger with JOSB, that was disclosed
in our November 12 letter. If the Board fails to do so, our special meeting
initiative will give shareholders the tools to hold the Board accountable for
its failed leadership."
Additional Information Regarding the Solicitation For Agent Designations
In connection with its solicitation of agent designations to call a special
meeting of shareholders of The Men's Wearhouse, Inc., Eminence Capital has
filed a preliminary solicitation statement with the Securities and Exchange
Commission (the "SEC") to solicit agent designations from shareholders of the
Company. Investors and security holders are urged to read the preliminary
solicitation statement in its entirety and the definitive solicitation
statement and other relevant documents when they become available, because
they will contain important information regarding the consent solicitation.
The preliminary and definitive solicitation statement and all other relevant
documents will be available, free of charge, on the SEC's website at
www.sec.gov.
Information regarding the participants in the solicitation of agent
designations and a description of their direct and indirect interests, by
security holdings or otherwise, to the extent applicable, will be available in
the preliminary solicitation statement filed today with the SEC.
If shareholders have any questions, please call Eminence Capital's proxy
solicitor, D.F. King & Co., Inc., at (212) 269-5550.
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