Men's Wearhouse Board Of Directors Rejects Unsolicited, Non-Binding Proposal From Jos. A. Bank

 Men's Wearhouse Board Of Directors Rejects Unsolicited, Non-Binding Proposal
                              From Jos. A. Bank

Board Concludes Unsolicited Proposal Does Not Reflect Value Inherent in
Company and is Not in the Best Interest of Shareholders

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, after careful evaluation with the
assistance of its financial and legal advisors, has determined to reject an
unsolicited, non-binding proposal from Jos. A. Bank, which is subject to
substantial debt and equity financing, due diligence and regulatory approval,
to acquire Men's Wearhouse for $48.00 per share in cash. The Men's Wearhouse
Board concluded that the proposal significantly undervalues Men's Wearhouse
and its strong prospects for continued growth and value creation, and is not
in the best interests of Men's Wearhouse or its shareholders.

"After careful review and deliberation, our Board of Directors has determined
that Jos. A. Bank's proposal significantly undervalues Men's Wearhouse and
fails to reflect the Company's growth strategy and upside potential," said
Bill Sechrest, Lead Director of the Board. "We believe Jos. A. Bank's
unsolicited proposal is opportunistic, subject to unacceptable risks and
contingencies, and would deprive our shareholders of the value inherent in
Men's Wearhouse for inadequate consideration."

Doug Ewert, President and Chief Executive Officer of Men's Wearhouse, said,
"The Board and management team are confident that continuing our strategic
plan will create more value for shareholders than Jos. A. Bank's inadequate,
highly conditional proposal. Men's Wearhouse has undertaken a number of
strategic initiatives to accelerate growth and profitability, including our
recent acquisition of JA Holding Inc. and the Joseph Abboud brand ("Joseph
Abboud"). We believe we are well positioned to deliver compelling value to
our shareholders."

"Our Board and management team have also been consistently committed to
enhancing value by returning capital to shareholders, and we are enthusiastic
about the prospects for Men's Wearhouse. We are confident that we can achieve
total shareholder returns well in excess of what can be derived from Jos. A.
Bank's unsolicited and inadequate proposal," added Mr. Ewert.

In making its determination, the Men's Wearhouse Board of Directors
considered, among other factors, the following:

  oThe Jos. A. Bank Proposal Significantly Undervalues Men's Wearhouse by
    Failing to Reflect Men's Wearhouse's Leading Market Position and
    Compelling Value Creation Prospects. The Men's Wearhouse Board believes
    that Jos. A. Bank's proposal significantly undervalues Men's Wearhouse.
    The Board believes Men's Wearhouse shareholders will realize greater value
    from Men's Wearhouse's industry leading market position, compelling near-
    and long-term growth prospects, significant margin improvement and strong
    return of capital policies. Men's Wearhouse has a proven track record of
    creating value for shareholders with total shareholder returns of 79%
    since January 1, 2010, versus 48% for the S&P 500. The Company is
    effectively executing on its business plan, delivering solid results and
    returning capital to shareholders, and the Board believes that – given the
    opportunity to fully execute the plan – the Company has the potential to
    generate substantially more value for shareholders than the Jos. A. Bank

  Leading Market Position: As the leading men's specialty retailer in North
  America, with sales of approximately $2.5 billion in the last twelve months,
  Men's Wearhouse has a valuable market position that provides compelling
  opportunities to expand customer offerings and grow revenues and profits.
  Men's Wearhouse has more than 2x the sales of Jos. A. Bank, its next
  largest competitor. In addition, the Company has consistently delivered
  positive same store sales and margin expansion over the last three years.
  Since 2009, the Company has reported 13 straight quarters of positive same
  store sales growth in its core Men's Wearhouse business and gross margin
  expansion of over 250 basis points over this same period. Jos. A. Bank, on
  the other hand, has had three consecutive quarters of declines in revenues,
  margins and earnings.

  Compelling Growth Prospects: The Company's Board and management team have
  taken important steps to build on Men's Wearhouse's strong operating
  platform with a clear path to accelerating growth and profitability,

     oOpening 100 new full line Men's Wearhouse stores;
     oIntroducing exclusive designer product, such as Joseph Abboud, to
       attract new customers and raise average ticket;
     oFurther attracting new millennial customers with trend-right modern
     oGrowing the outlet store base to 100 locations;
     oIncreasing share of closet through omni-channel initiatives;
     oIntroducing exclusive rental tuxedos, such as Joseph Abboud, with
       higher average price points; and
     oExpanding formalwear market share by leveraging established, strong
       partnerships with industry leaders, such as David's Bridal, The Knot
       and Vera Wang.

  Furthermore, the recent acquisition of Joseph Abboud, an iconic and modern
  American brand, represents a significant catalyst for growth, as it
  accelerates the Men's Wearhouse strategy of offering exclusive brands with
  broad appeal at attractive prices, and is expected to be accretive to
  growth, margins and earnings beginning in fiscal 2014.

  Significant Margin Improvement: Men's Wearhouse has a highly scalable
  business model, which has the Company poised to realize significant
  operating leverage, outsized earnings growth and profit margins in excess of
  historical highs as the Company executes on its growth prospects.
  Additionally, the Company is pursuing certain strategic initiatives to
  further enhance its profit margin, including:

     oIncreasing penetration of higher margin exclusive products, including
       the recently acquired Joseph Abboud brand;
     oLeveraging the Company's fixed cost base;
     oContinuing to rationalize corporate overhead;
     oImproving distribution and purchasing functions; and
     oEvaluating strategic options, including a potential sale of the lower
       margin K&G division.

  Strong Return of Capital: Men's Wearhouse has a long history as a prudent
  steward of capital, consistently returning significant capital to
  shareholders, including raising the quarterly dividend by more than 150%
  since January 2010 and having returned more than $335 million in the form of
  dividends and share repurchases since January 2011. The Company continues
  to have a strong dividend yield which has averaged over 2% for the last
  twelve months and is significantly higher than the yield of the relevant
  retail index.

  In addition, the Board announced this year the approval of a new $200
  million share repurchase program, reflecting the Board's confidence in the
  Company's strategic plan, of which $152 million worth of common shares have
  already been repurchased. Men's Wearhouse is positioned to further increase
  shareholder value with increased returns of capital through a combination of
  dividends and share repurchases over time.

  oThe Jos. A. Bank Proposal is Highly Opportunistic. Men's Wearhouse
    believes the Jos. A. Bank unsolicited and inadequate proposal is a highly
    opportunistic attempt to exploit a temporary dislocation in the stock
    price of Men's Wearhouse in order to deprive Men's Wearhouse's
    shareholders of the intrinsic value of their investment. Men's
    Wearhouse's recent second quarter performance was impacted by difficult
    market conditions, which many other retailers faced during the quarter,
    including Jos. A. Bank. The challenging second quarter results led to a
    12% decline in Men's Wearhouse's stock price, which Men's Wearhouse
    believes does not fairly reflect the intrinsic value of Men's Wearhouse

  Despite this temporary dislocation in the stock price of Men's Wearhouse,
  Goldman Sachs recently initiated coverage^1 of Men's Wearhouse with a
  12-month, $45 trading price target, which does not contemplate any
  change-of-control premium.

  Jos. A. Bank's proposal also ignores the recent growth initiatives being
  undertaken at Men's Wearhouse and was opportunistically made before the
  results from those initiatives will be fully realized for the benefit of the
  Men's Wearhouse shareholders. The Company is confident that the continued
  execution of its strategic plan will deliver substantially more value to
  Men's Wearhouse shareholders than the Jos. A. Bank unsolicited and
  inadequate proposal.

  oThe Jos. A. Bank Proposal is Highly Conditional and Raises Significant
    Antitrust Concerns. Jos. A. Bank's unsolicited and inadequate proposal is
    non-binding and subject to unacceptable risks and contingencies.

  Financing: Jos. A. Bank's proposal is non-binding and contingent on raising
  a significant amount of capital consisting of both debt and equity.
  Securing such financing is likely to be impacted by Jos. A. Bank's negative
  operating performance over the last several quarters and size relative to
  Men's Wearhouse.

  Diligence: Jos. A. Bank's proposal is conditioned upon completing
  satisfactory due diligence. This due diligence is likely required by Jos.
  A. Bank's debt and equity financing sources in order to leverage Men's
  Wearhouse's balance sheet to acquire the Company. Additionally, this
  diligence would require sharing of confidential information with a direct
  competitor which could be harmful or damaging to Men's Wearhouse's business

  Regulatory Approvals: The proposed transaction would be subject to
  regulatory review and could raise significant antitrust concerns.

The Men's Wearhouse Board of Directors is resolutely committed to preserving
and enhancing value for Men's Wearhouse shareholders and will vigorously
protect shareholders against grossly undervalued and opportunistic proposals.

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,,,, and


Ken Dennard
Dennard - Lascar Associates
(713) 529-6600

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

^1 Goldman Sachs. The Men's Wearhouse, Inc. (MW): Strategic alterations reveal
intrinsic value; initiating with Buy. 09.25.13

SOURCE The Men's Wearhouse

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