Men's Wearhouse Comments On Jos. A. Bank's Rejection Of Its All Cash Acquisition Proposal

     Men's Wearhouse Comments On Jos. A. Bank's Rejection Of Its All Cash
                             Acquisition Proposal

PR Newswire

FREMONT, Calif., Dec. 23, 2013

FREMONT, Calif., Dec. 23, 2013 /PRNewswire/ --The Men's Wearhouse (NYSE: MW)
today commented on Jos. A. Bank Clothiers' (Nasdaq: JOSB) decision not to
engage with Men's Wearhouse following the Company's proposal to acquire Jos.
A. Bank for $55.00 per share in cash.

Men's Wearhouse issued the following statement:

Given Jos. A. Bank's repeated expressions of interest in engaging in good
faith discussions about a possible combination with Men's Wearhouse, we are
surprised that Jos. A. Bank has rejected our proposal. The Men's Wearhouse
all-cash proposal to acquire Jos. A. Bank has compelling strategic logic and
the potential to deliver substantial benefits to our respective shareholders,
employees and customers. While it is our strong preference to work
collaboratively with Jos. A. Bank to realize the benefits of this transaction,
we are continuing to carefully consider all of our options to make this
combination a reality, including nominating director candidates at Jos. A.
Bank's next annual meeting of shareholders.

As previously announced, the Men's Wearhouse proposal represents a 45% premium
over Jos. A. Bank's unaffected enterprise value and a 32% premium over Jos. A.
Bank's closing share price on October 8, 2013, the day prior to the public
announcement of Jos. A. Bank's proposal to acquire Men's Wearhouse. The
transaction represents a 9.1x enterprise value to last twelve months ("LTM")
Adjusted EBITDA multiple (assuming $133 million of LTM Adjusted EBITDA as of
August 3, 2013), a significant premium to Jos. A. Bank's proposal to acquire
Men's Wearhouse. Men's Wearhouse intends to finance the transaction with a
combination of balance sheet cash and debt financing.

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. Investors can find additional information at
http://ir.menswearhouse.com/.

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: 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. These statements also
include assumptions about our offer to acquire Jos. A. Bank (including its
benefits, results, effects and timing) that may not be realized. Risks and
uncertainties related to the proposed transaction include, among others: in
the event a definitive transaction agreement is executed, the risk that Jos.
A. Bank's shareholders do not approve the transaction; uncertainties as to the
timing of the transaction; the risk that regulatory or other approvals
required for the transaction are not obtained, the risk that the other
conditions to the closing of the transaction are not satisfied; and, in the
event the transaction is consummated, risks related to the costs and
difficulties related to the integration of Jos. A. Bank's businesses and
operations with Men's Wearhouse'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; and the inability to
retain key personnel. 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. Men's Wearhouse is under
no obligation (and expressly disclaims any such obligation) to update or
revise any forward-looking statement that may be made from time to time,
whether as a result of new information, future developments or otherwise. 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
(832) 594-4004
ken@dennardlascar.com
http://ir.menswearhouse.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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