Men's Wearhouse Adopts Limited Duration Shareholder Rights Plan

       Men's Wearhouse Adopts Limited Duration Shareholder Rights Plan

Board of Directors Adopts Amended and Restated Bylaws

PR Newswire

FREMONT, Calif., Oct. 9, 2013

FREMONT, Calif., Oct. 9, 2013 /PRNewswire/ --The Men's Wearhouse (NYSE: MW)
today announced that its Board of Directors has adopted a limited duration
shareholder rights plan (the "Rights Plan") and declared a dividend of one
right on each share of the Company's common stock outstanding at 5:00 p.m.,
Eastern time, on October 21, 2013. The Rights Plan was adopted following the
Company's rejection of the unsolicited proposal by Jos. A. Bank to acquire
Men's Wearhouse for $48.00 per share as it significantly undervalues Men's
Wearhouse, is inadequate and not in the best interests of the Company or its
shareholders. The Rights Plan is not intended to prevent an acquisition of the
Company on terms that the Board of Directors considers favorable and fair to,
and in the best interests of, all shareholders, and will not do so.

In the absence of further action by the Board of Directors and subject to
certain exceptions, the rights generally will become exercisable and allow
holders to acquire the Company's common stock at a discounted price if a
person or group acquires beneficial ownership of 10% percent or more of Men's
Wearhouse common stock (15% in the case of a passive institutional investor)
in a transaction not approved by the Board of Directors of the Company. In
that situation, rights held by persons or groups that exceed the applicable
threshold will be void. The Rights Plan expires on September 30, 2014 unless
earlier redeemed, exchanged or terminated by the Company.

In addition, the Company announced that the Board of Directors has amended and
restated the Company's bylaws and adopted a two-thirds voting standard for
approval of shareholder amendments to the bylaws and revised the advance
notice provision to require earlier advance notice of intended shareholder
nominations of directors and to require persons seeking to make nominations to
provide more information about themselves and their nominees.

Details of the Rights Plan are outlined in a summary of the Rights Plan which
will be mailed to shareholders. Additional information regarding the Rights
Plan and the bylaw amendment will be contained in the Form 8-K to be filed by
Men's Wearhouse with the U.S. Securities and Exchange Commission.

BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as financial
advisors to Men's Wearhouse, and Willkie Farr & Gallagher LLP is serving as
legal advisor.

Founded in 1973, Men's Wearhouse is one of North America's largest specialty
retailers of men's apparel with 1,137 stores. The Men's Wearhouse, Moores and
K&G stores carry a full selection of suits, sport coats, furnishings and
accessories in exclusive and non-exclusive merchandise brands and Men's
Wearhouse and Tux stores carry a limited selection. Most K&G stores carry a
full selection of women's apparel. Tuxedo rentals are available in the Men's
Wearhouse, Moores and Men's Wearhouse and Tux stores. Additionally, Men's
Wearhouse operates a global corporate apparel and workwear group consisting of
Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the
United Kingdom.

This press release contains forward-looking information. Forward-looking
statements are not guarantees of future performance and a variety of factors
could cause actual results to differ materially from the anticipated or
expected results expressed in or suggested by these forward-looking
statements. The forward-looking statements are made pursuant to the Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may be significantly impacted by various
factors, including, but not limited to: sensitivity to economic conditions and
consumer confidence, possibility that certain of our expansion strategies may
present greater risks, changes in foreign currency rates, actions by
governmental entities, domestic and international economic activity and
inflation, success, or lack thereof, in executing our internal operating plans
and new store and new market expansion plans, including successful integration
of acquisitions, performance issues with key suppliers, disruption in buying
trends due to homeland security concerns, severe weather, foreign currency
fluctuations, government export and import policies, aggressive advertising or
marketing activities of competitors; and legal proceedings. Future results
will also be dependent upon our ability to continue to identify and complete
successful expansions and penetrations into existing and new markets and our
ability to integrate such expansions with our existing operations. Other
factors that may impact the forward-looking statements are described in the
Company's annual report on Form 10-K for the fiscal year ended February 2,
2013 and Forms 10-Q. For additional information on Men's Wearhouse, please
visit the Company's websites at www.menswearhouse.com, www.mooresclothing.com,
www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and
www.alexandra.co.uk.

Contacts:

Ken Dennard
Dennard - Lascar Associates
(713) 529-6600
ken@dennardlascar.com

Dan Katcher / Tim Lynch / Andrea Rose
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

SOURCE The Men's Wearhouse

Website: http://www.menswearhouse.com
 
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