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     proposal.    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,   including:       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        products;      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     shares.    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   prospects.    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 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  ^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  Website: http://www.menswearhouse.com