Shares of
Men's WearhouseMW spiked after
Jos. A. Bank ClothiersJOSB commented that they would consider a new proposal to acquire Men's Wearhouse upon the Board's change of position.
Jos. A Banks has not hesitated to engage Men's Wearhouse in merger discussions, despite Men's Board of Directors misgivings. On September 18, MW rejected Jos. A. Bank's offer of $48 per share or a 42 percent premium to the September 17 closing price.
JOSB Chairman Robert Wildrick responded to Men's Wearhouse's CEO Douglas Ewert in a letter on October 31st, writing, “You went to great lengths to disparage Jos. A. Bank, pointing out the relative size of the companies (yes, we are smaller), suggesting our proposal was opportunistic (yes, we agree it is a great opportunity), and suggesting that our financing is not credible (we can't imagine how it could be more credible at this stage of the process given the quality of our partners). We believe that your shareholders would be best served by your providing us with a limited amount of non-public information so that we can advise you whether we can improve our price.” The letter concluded with ‘Good Faith' talks until November 14.
On November 4, Men's Wearhouse responded that they would not open their books for them. On Tuesday, November 12, CEO of Eminence Capital Ricky Sandler sent a letter to Doug Ewert urging him and the board to explore all strategic options.
Eminence Capital which currently holds a 9.8 percent stake in Men's Wearhouse wrote, "We also fully expect you and the Board, given the explicit commitment to explore all options, to actively engage with JOSB before their deadline of November 14, 2013." Shares gained 2.44% to close at $47.08 on Tuesday.
Yesterday, Jos. A Banks's Robert Wildrick followed up on the lack of 'Good Faith' talks. Wildrick noted, "The MW Board has denied our request for limited due diligence and has failed to engage in any discussions whatsoever regarding our proposal. We are therefore terminating our proposal in order to consider other strategic alternatives which we have been investigating."
Today, Jos. A Bank's responded to inquiries regarding Eminence Capital actions. JOSB commented, "This is a matter between the Men's Wearhouse Board and its shareholders. We made a bona fide, friendly proposal to acquire Men's Wearhouse for $48 per share in cash, or possibly more if the company could demonstrate greater value through limited due diligence. The Men's Wearhouse board rejected our $48 proposal on October 9 and has refused to engage with us since. As a result, we terminated our proposal earlier today in order to consider other strategic alternatives which we have been investigating. We strongly believe that a transaction would be in the best interest of both companies, our respective shareholders, and the industry. Should the Men's Wearhouse Board change its stance, we would immediately consider whether a new proposal to acquire Men's Wearhouse is warranted." Following this statement, Men's Wearhouse shares surged from $46.06 to $46.6476 and shortly after jumped to the day's high of $47.18.
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