Jos. A. Bank Confirms Proposal to Acquire Men's Wearhouse for $48 Per Share in Cash

Jos. A. Bank Confirms Proposal to Acquire Men's Wearhouse for $48 Per Share in
Cash

  *Proposal Would Provide Men's Wearhouse Shareholders a Significant Premium

  *$2.3 Billion, All-Cash Transaction Would Create Leading Men's Apparel
    Designer, Manufacturer and Retailer in the U.S.

  *Acquisition Would be Immediately and Significantly Accretive to Jos. A.
    Bank Earnings

  *Golden Gate Capital to Partner with Jos. A. Bank

HAMPSTEAD, Md., Oct. 9, 2013 (GLOBE NEWSWIRE) -- In response to inquiries
following news reports of discussions with The Men's Wearhouse, Inc. (NYSE:MW)
about a possible business combination, Jos. A. Bank Clothiers, Inc.
(Nasdaq:JOSB) today confirmed that it has made a non-binding proposal to
acquire all of the outstanding shares of Men's Wearhouse for $48 per share in
cash, representing a total equity value of approximately $2.3 billion, in a
negotiated transaction. The proposal represents an approximate 42% premium to
the closing price of Men's Wearhouse common stock on September 17, 2013, the
day before Jos. A. Bank made the proposal to Men's Wearhouse in a telephone
call and follow-up letter, which is below, from Robert N. Wildrick, Chairman
of the Board of Jos. A. Bank, to Douglas S. Ewert, Chief Executive Officer of
Men's Wearhouse. Men's Wearhouse has advised Jos. A. Bank that it is reviewing
the proposal.

"We are hopeful that Men's Wearhouse's Board will accept our proposal," said
Mr. Wildrick, Chairman of the Board of Jos. A. Bank. "We believe Men's
Wearhouse's shareholders would want their Board to explore with us the
immediate and certain value they would receive in a transaction. We have
always admired Men's Wearhouse and believe these two great companies, when
combined, will create continued growth and sustainable value for our
shareholders, greatly enhanced benefits for our customers, and exciting
opportunities for our employees."

The transaction is expected to be funded by a combination of cash on Jos. A.
Bank's balance sheet, new equity capital and debt financing. The new equity
will be provided by Golden Gate Capital, a leading private equity firm.
Goldman, Sachs & Co. has informed Jos. A. Bank that, subject to customary
terms and conditions, it is highly confident that the debt financing can be
obtained in the capital markets.

"Our all-cash proposal would deliver a substantial premium to Men's Wearhouse
shareholders and create, in our view, the leading men's apparel and sportswear
designer, manufacturer and retailer in the U.S. In addition to capturing
significant synergies, we believe that a combination would bring together our
complementary capabilities to better serve our customers. We are pleased to
have the support and participation of Golden Gate Capital, a leading investor
in the retail space, partnering with us in this transaction, and look forward
to benefitting from their considerable experience as we grow the combined
company," concluded Mr. Wildrick.

"We are pleased to have been selected by Jos. A. Bank to partner on this
exciting potential combination of the leading brands and top management teams
in men's retailing. We see a natural and highly complementary fit that creates
a great opportunity for these companies to deliver impressive growth as a
result of the transaction," said Josh Olshansky, Managing Director at Golden
Gate Capital.

Jos. A. Bank believes the proposed transaction will allow Jos. A. Bank's
management to leverage its core competencies and achieve sustainable growth
and value creation for Jos. A. Bank shareholders while providing a significant
premium to Men's Wearhouse shareholders. The combined company will capitalize
on the relative strengths of each business, offering a larger platform from
which both brands can optimize and expand their real estate footprint,
strengthen their merchandising and sourcing capabilities, and enhance their
multi-channel strategies in a rapidly evolving retail landscape.

Jos. A. Bank further noted that this transaction would provide unique benefits
to Men's Wearhouse's shareholders due to the significant overlap in the
shareholder composition of the two companies. In addition to receiving a full
cash premium for their Men's Wearhouse shares, Men's Wearhouse shareholders
who are also shareholders of Jos. A. Bank would have the opportunity to
participate in the value creation resulting from the combination.

Since the current management team started in November 1999, Jos. A. Bank has
an exceptional track record of generating long-term growth and shareholder
value: its share price has grown at a compound annual growth rate of 30%, vs.
a 1.6% annualized return of the S&P 500, and ahead of nearly all specialty
retail peers. During the same period, Jos. A. Bank's market capitalization has
appreciated over 4,300% compared to an approximately 25% increase for the S&P
500.

Goldman, Sachs & Co. and Financo, LLC are serving as financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP and Guilfoil Petzall & Shoemake,
L.L.C. are serving as legal advisors to Jos. A. Bank.

Jos. A. Bank's proposal is a preliminary, non-binding indication of interest
to acquire the outstanding shares of Men's Wearhouse, and was submitted based
on the understanding that it is not an offer that is capable of being
accepted, and that there will be no binding agreement between Jos. A. Bank and
Men's Wearhouse or any commitment or obligation on Jos. A. Bank or Men's
Wearhouse with respect to Jos. A. Bank's proposal or a possible transaction
unless and until a definitive agreement is executed by Jos. A. Bank and Men's
Wearhouse. Jos. A. Bank's proposal is subject to a number of conditions,
including, among others, Jos. A. Bank's satisfaction with the results of its
due diligence review of Men's Wearhouse in Jos. A. Bank's sole discretion,
negotiation and execution of a mutually satisfactory merger agreement,
approval of a transaction by Jos. A. Bank's Board of Directors, and
negotiating and entering into satisfactory definitive equity and debt
financing agreements.

To Access Further Information About the Proposed Transaction:

Jos. A. Bank has posted on its website a presentation that provides further
detail surrounding the proposed transaction. Go to
http://phx.corporate-ir.net/phoenix.zhtml?c=113815&p=irol-IRHome and click
"Investor Presentation Regarding Men's Wearhouse Proposal" icon to access the
information.

Text of the September 18, 2013 Letter Sent to the Chief Executive Officer of
Men's Wearhouse:

  September 18, 2013

  Douglas S. Ewert
  Chief Executive Officer
  The Men's Wearhouse, Inc.
  6380 Rogerdale Road
  Houston, TX 77072

  Dear Doug:

  It was a pleasure speaking with you today — thank you for taking my call.
  We have been in the same industry for many years, and it was nice to finally
  meet you, if only by phone. I have always had a tremendous amount of
  respect and admiration for your company, your people, the quality of your
  brand and the success of your business model. In many ways, this foundation
  of respect for the business and talent within your organization is what led
  us to consider and now present you with the proposal I described on the
  phone. As we discussed, on behalf of Jos. A. Bank Clothiers, Inc. ("Jos. A.
  Bank"), I am pleased to send this letter summarizing our proposal to acquire
  The Men's Wearhouse, Inc. (the "Company" or "Men's Wearhouse") in an
  all-cash acquisition of 100% of the Company's outstanding shares (the
  "Transaction").

  We believe that Men's Wearhouse and Jos. A. Bank are ideal partners — the
  strategic wisdom of this Transaction is compelling. By combining our two
  companies, we can together create the best men's apparel and sportswear
  designer, manufacturer and retailer in the U.S. We believe that a
  combination would leverage and enhance Jos. A. Bank's and Men's Wearhouse's
  complementary market positioning because our two companies can better serve
  all customers with an impressive portfolio of branded men's apparel and
  sportswear at various price points. In addition to capturing operating
  synergies, the combined company would offer a larger platform from which we
  can together optimize and expand our real estate footprint, strengthen our
  merchandising and sourcing capabilities, and enhance our omni-channel
  strategies in a rapidly evolving retail landscape.

  From a professional standpoint, the management and employees of both
  companies should find the combination compelling as well. The philosophy of
  Jos. A. Bank has always been to provide opportunities for the most qualified
  of our managers and associates. We also believe in a strong corporate
  culture where employees are treated with respect and offered a chance to
  excel at their jobs. After all, we are in a service business where our
  sales associates and field personnel are ultimately responsible for the
  quality and success of our customer interactions. Our approach to managing
  our human capital will not change if we combine our two great companies.

  Please find below an outline of our proposal to share with your Board of
  Directors:

  Proposed Purchase Price: Based on publicly available information, our
  knowledge of the Company and subject to completing due diligence, we are
  prepared to propose $48 per share in cash for all of the outstanding shares
  of the Company. This valuation represents a 42.4% premium for your
  shareholders over yesterday's closing price, a 34.6% premium to the 30-day
  volume-weighted average per share closing price and a 17.8% premium to the
  Company 52-week and 5-year high. Our valuation implies an 8.4x multiple of
  twelve-month EBITDA ($282 million) as of the Company's most recent quarter
  ended August 3, 2013.

  Financing: We have spent considerable time and energy arranging the
  financing necessary to complete this Transaction. Funds will be obtained
  from a combination of approximately $300 million in cash from Jos. A. Bank,
  new equity capital and debt financing. A portion of the purchase price will
  be provided by funds managed by Golden Gate Capital, a leading private
  equity firm. Golden Gate Capital will purchase $250 million of Jos. A. Bank
  equity to facilitate the Transaction. We have chosen Golden Gate Capital to
  be our partner because of their in-depth knowledge of the retail industry,
  prior success in retail and consumer transactions, and track record of
  partnering with public companies. In addition, Goldman, Sachs & Co. has
  informed us that, subject to customary terms and conditions, it is highly
  confident that the debt financing for the Transaction can be obtained in the
  capital markets. We have engaged both Goldman, Sachs & Co. and Financo, LLC
  as our financial advisors on this Transaction. Additionally, we have
  retained Skadden, Arps, Slate, Meagher & Flom LLP and Guilfoil, Petzall &
  Shoemake, L.L.C. as our legal counsel.

  Due Diligence: In order to submit a binding proposal, we need to complete
  normal course due diligence. This includes meetings with key members of the
  Men's Wearhouse management team and access to operational and financial
  information as well as management's latest financial projections. We also
  anticipate completing customary legal, accounting and tax diligence. We
  expect that our due diligence can be completed in four weeks.

  Conditions and Review: The submission of this proposal has the full support
  and approval of the Jos. A. Bank's Board of Directors. We would negotiate
  the definitive merger agreement in parallel with our due diligence, with the
  aim of approving and executing it shortly after completing our due
  diligence. We do not anticipate any significant hurdles to closing the
  Transaction promptly after signing a merger agreement. In addition to due
  diligence, our proposal is subject to customary conditions, including, among
  others, negotiation and execution of a mutually satisfactory merger
  agreement, Board approval, and negotiating and entering into satisfactory
  definitive equity and debt financing agreements.

  Next Steps:Because of the compelling value to the Company shareholders
  represented by our proposal, we hope you will provide us with access to the
  non-public information necessary to confirm our proposal. Jos. A. Bank's
  leadership team and I, together with our equity partner and advisors, will
  make ourselves available to meet with you to discuss all aspects of our
  proposal and answer any questions you may have at your earliest convenience.

  Confidentiality and Timing: We strongly prefer to conduct our negotiations
  with you privately and in an expeditious manner. Therefore, we look forward
  to your response to our proposal by October 4, 2013. Let me emphasize that
  Jos. A. Bank's and Golden Gate Capital's interest in the Company, the
  existence of this letter and its contents are confidential and should not be
  disclosed without our prior written consent.

  Contact Information: If you would like to discuss any aspect of our
  proposal, please call Jack Levy at Goldman Sachs or Gilbert Harrison at
  Financo.

  Except for the third sentence of the paragraph of this letter entitled
  "Confidentiality and Timing" and this paragraph, this letter and our
  proposal constitute only a preliminary, non-binding indication of interest
  to acquire the outstanding shares of the Company, and our proposal is being
  submitted based on the understanding that it is not an offer that is capable
  of being accepted, and that there will be no binding agreement between us or
  any commitment or obligation on Jos. A. Bank or Golden Gate Capital with
  respect to our proposal or a possible transaction unless and until a
  definitive agreement is executed by Jos. A. Bank and the Company.

  I hope that you and the Men's Wearhouse Board of Directors will recognize
  the outstanding merits of our proposal. We look forward to working together
  with you to complete this Transaction.

  Sincerely,

  Robert N. Wildrick
  Chairman of the Board
  Jos. A. Bank Clothiers, Inc.

  CC: Jack Levy, Managing Director, Goldman Sachs
   Gilbert Harrison, Chairman, Financo
   Josh Olshansky, Managing Director, Head of the Retail Group, Golden
  Gate Capital

About Jos. A. Bank

JoS. A. Bank Clothiers, Inc., established in 1905, is one of the nation's
leading designers, manufacturers and retailers of men's classically-styled
tailored and casual clothing, sportswear, footwear and accessories. The
Company sells its full product line through 623 stores in 44 states and the
District of Columbia, a nationwide catalog and an e-commerce website that can
be accessed at www.josbank.com. The Company is headquartered in Hampstead,
Md., and its common stock is listed on the NASDAQ Global Select Market under
the symbol "JOSB."

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity investment firm
with over $12 billion of capital under management. The principals of Golden
Gate have a long and successful history of investing across a wide range of
industries and transaction types, including going-privates, corporate
divestitures, and recapitalizations, as well as debt and public equity
investments. Golden Gate is one of the most active investors in leading brands
in the retail and restaurant sectors. Representative investments include
Payless ShoeSource, Eddie Bauer, California Pizza Kitchen, Express, Zales,
J.Jill, Pacific Sunwear, Coldwater Creek, and On the Border Mexican Grill and
Cantina. For additional information, visit www.goldengatecap.com

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements and information about
our current and future prospects and our operations and financial results,
which are based on currently available information. The forward looking
statements include assumptions about our operations, such as cost controls,
market conditions, liquidity and financial condition. These statements also
include assumptions about our proposed acquisition of The Men's Wearhouse,
Inc. ("Men's Wearhouse") through a merger (including its benefits, results,
effects and timing) that may not be realized. Risks and uncertainties that may
affect our business or future financial results include, among others, risks
associated with the economy, weather, public health and other factors
affecting consumer spending (including negative changes to consumer confidence
and other recessionary pressures), higher energy and security costs, the
successful implementation of our growth strategy (including our ability to
finance our expansion plans), the mix and pricing of goods sold, the
effectiveness and profitability of new concepts, the market price of key raw
materials (such as wool and cotton), seasonality, merchandise trends and
changing consumer preferences, the effectiveness of our marketing programs
(including compliance with relevant legal requirements), the availability of
suitable lease sites for new stores, doing business on an international basis,
the ability to source product from our global supplier base, legal and
regulatory matters and other competitive factors. Risks and uncertainties
related to the proposed transaction include, among others: the risk that Men's
Wearhouse's stockholders do not approve the transaction; potential adverse
reactions or changes to business relationships resulting from the announcement
or completion of the transaction; uncertainties as to the timing of the
transaction; competitive responses to the proposed transaction; the risk that
regulatory or other approvals required for the transaction are not obtained or
are obtained subject to conditions that are not anticipated; the risk that the
other conditions to the closing of the transaction, which include, among
others, negotiation and execution of a mutually satisfactory merger agreement,
approval by each company's board of directors, and negotiating and entering
into satisfactory definitive equity and debt financing agreements, are not
satisfied; costs and difficulties related to the integration of Men's
Wearhouse's businesses and operations with Jos. A. Bank's business and
operations; the inability to obtain, or delays in obtaining, cost savings and
synergies from the transaction; unexpected costs, charges or expenses
resulting from the transaction; litigation relating to the transaction; the
inability to retain key personnel; and any changes in general economic and/or
industry specific conditions. Additional factors that could cause future
results or events to differ from those we expect are those risks discussed
under Item 1A, "Risk Factors," in Jos. A. Bank's Annual Report on Form 10-K
for the fiscal year ended February 2, 2013, Jos. A. Bank's Quarterly Report on
Form 10-Q for the quarter ended May 4, 2013, Jos. A. Bank's Quarterly Report
on Form 10-Q for the quarter ended August 3, 2013, Men's Wearhouse's Annual
Report on Form 10-K for the fiscal year ended February 2, 2013, Men's
Wearhouse's Quarterly Report on Form 10-Q for the quarter ended August 3,
2013, and other reports filed by Jos. A. Bank and Men's Wearhouse with the
Securities and Exchange Commission (SEC). Please read the "Risk Factors" and
other cautionary statements contained in these filings. We undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, the occurrence of certain events or otherwise. As a
result of these risks and others, actual results could vary significantly from
those anticipated in this press release, and our financial condition and
results of operations could be materially adversely affected.

Additional Information

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote, proxy or
approval. No tender offer for the shares of Men's Wearhouse has been made at
this time.

CONTACT: For Jos. A. Bank - Media:
         Thomas Davies/Molly Morse
         Kekst and Company
         212-521-4873/212-521-4826
         thomas-davies@kekst.com
         molly-morse@kekst.com
        
         For Jos. A. Bank - Investment Community:
         David E. Ullman
         EVP/CFO
         410-239-5715
        
         For Golden Gate Capital:
         Denise DesChenes/Nathaniel Garnick
         Sard Verbinnen & Co
         212-687-8080
         Jenny Gore
         415-618-8750
 
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