Eminence Capital Announces Support of Acquisition of Jos. A. Bank Clothiers by
The Men's Wearhouse
Demands JOSB Board Refrain From Entering Into Any Acquisition Transaction That
Could Jeopardize Combination With MW
Will File Complaint Today Against JOSB Board In The Delaware Court of Chancery
NEW YORK, Jan. 13, 2014
NEW YORK, Jan. 13, 2014 /PRNewswire/ --Eminence Capital, LLC, which owns 4.9%
of the common stock of Jos. A. Bank Clothiers, Inc. (JOSB), today delivered a
letter to the JOSB Board expressing its support of an acquisition of JOSB by
The Men's Wearhouse, Inc. (MW), and urging JOSB to sit down with MW and engage
in meaningful, good faith negotiations in pursuit of a business combination on
terms that could deliver significant value for JOSB shareholders.
In its letter, Eminence also demanded that the JOSB Board take no action that
could in any way jeopardize the consummation of a business combination with
MW, including entering into or announcing any other acquisition that could in
any way affect a transaction with MW.
In addition, Eminence said it will file a complaint today in the Court of
Chancery of the State of Delaware seeking preliminary injunctive relief in
order to prevent JOSB and its directors from continuing to breach their
fiduciary duties by refusing to negotiate with MW and by attempting to prevent
any acquisition by MW by pursuing an alternative transaction.
Eminence urges all JOSB shareholders to contact the JOSB Board to demand that
it negotiate with MW and that the JOSB Board take no action that could
frustrate a business combination with MW. The text of the letter delivered by
Eminence to the JOSB Board follows:
January 13, 2014
Jos. A. Bank Clothiers, Inc.
500 Hanover Pike
Hampstead, Maryland 21074
Attention: Board of Directors
Affiliates of Eminence Capital, LLC own approximately 1.4 million shares of
common stock of Jos. A. Bank Clothiers, Inc. ("JOSB"), representing 4.9% of
the outstanding shares. We are writing today as a significant JOSB
shareholder to inform you that we intend to support an acquisition of JOSB by
The Men's Wearhouse, Inc. ("MW") because we have concluded that it provides
the best path for shareholders to realize the significant value inherent in
the combination of both companies. Furthermore, we firmly believe that you
will not be able to deliver comparable value to shareholders through any other
strategic transaction or action available to you. We therefore urge you to
sit down with MW and engage in meaningful, good faith negotiations in pursuit
of such a business combination at a reasonable price.
In October and November 2013, you were highly critical of MW's failure to
engage in good faith discussions with JOSB. Among other things, on November
15, 2013 you stated that "we continue to believe that a transaction between
our two companies could be in the best interest of our respective
shareholders." In an October media interview Mr. Wildrick even indicated that
JOSB would be receptive to being bought by MW if it would pay the same 42%
premium JOSB was then offering for MW. We, therefore, find it quite ironic
and troubling that you and management have failed to engage in substantive
negotiations with MW regarding their offer to acquire JOSB. Having already
acknowledged the merits of a transaction with MW, we are left to believe that
the only reason for your not engaging in discussions with MW is that you are
more interested in protecting your own lucrative and prestigious board seats
than in delivering value for your shareholders.
Equally troubling is the fact that over the last weeks you have made various
public statements regarding your interest in pursuing other strategic
acquisition opportunities. Such statements, in the context of your failure to
engage with MW and recently announced amendments to your poison pill and
bylaws, give us a high level of concern that JOSB is now controlled by an
entrenched board and management that is prepared to unleash a scorched earth
campaign to protect its positions and those of management. We must therefore
strongly urge that you take no action that could in any way jeopardize the
consummation of a business combination with MW. More specifically, we demand
that you refrain from entering into or announcing any other acquisition or
business combination that could in any way affect a transaction with MW.
Make no mistake: we intend to hold each and every member of the JOSB Board
personally accountable to the full extent of the law if you fail to engage in
good faith discussions with MW, or if you enter into any transaction that in
any way impedes a potential business combination with MW. If necessary, we
intend to pursue all available legal and other remedies against you and any
other appropriate party.
Again, we urge you to sit down with MW immediately and engage in good faith,
meaningful discussions in pursuit of a business combination that could deliver
significant value for your shareholders.
/s/ Ricky C. Sandler
Ricky C. Sandler
Chief Executive Officer
About Eminence Capital, LLC
Eminence Capital, LLC is an asset management firm founded in 1998 that
currently manages approximately $4.9 billion on behalf of institutions and
individuals. The firm employs a bottom-up, research-driven investment strategy
that utilizes a combination of industry research, rigorous financial analysis
and dialog with company management to execute its investment process.
Forward Looking Statements
This press release may include forward looking statements that reflect our
current views with respect to future events. Statements that include the words
"expect," "intend," "plan," "believe," "project," "anticipate," "will," "may,"
"would" or similar words are often used to identify forward looking
statements. All forward looking statements address matters that involve risks
and uncertainties, many of which are beyond our control. Accordingly, there
are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should
not place undue reliance on any such statements. Any forward looking
statements made in this press release are qualified in their entirety by these
cautionary statements, and there can be no assurance that the actual results
or developments anticipated by us will be realized or, even if substantially
realized, that they will have the expected consequences to, or effects on,
JOSB or its business, operations or financial condition. Except to the extent
required by applicable law, we undertake no obligation to update publicly or
revise any forward looking statement, whether as a result of new information,
future developments or otherwise.
Edward McCarthy/Thomas Germinario
D.F. King & Co., Inc.
Scott Tagliarino/Samantha Leon
ASC Advisors LLC
SOURCE Eminence Capital, LLC
Press spacebar to pause and continue. Press esc to stop.