Men's Wearhouse Extends Tender Offer to Acquire Jos. A. Bank

         Men's Wearhouse Extends Tender Offer to Acquire Jos. A. Bank

PR Newswire

FREMONT, Calif., March 20, 2014

FREMONT, Calif., March 20, 2014 /PRNewswire/ -- The Men's Wearhouse (NYSE: MW)
announced today that in accordance with the terms and conditions of the Merger
Agreement, dated March 11, 2014, by and among Men's Wearhouse, Java Corp., a
wholly owned subsidiary of Men's Wearhouse and Jos. A. Bank Clothiers, Inc.
(NASDAQ: JOSB), it has extended the expiration date of its tender offer for
all outstanding common shares of Jos. A. Bank. The offer and withdrawal
rights are now scheduled to expire at 5:00 p.m. New York City time on April 9,
2014, unless further extended. The tender offer was previously set to expire
at 5:00 p.m. New York City time on March 19, 2014. As of 5:00 p.m. New York
City time on March 19, 2014, 19,281,365 shares of Jos. A. Bank common stock
(including 2,154,327 shares Jos. A. Bank common stock subject to notice of
guaranteed delivery) had been tendered in and not withdrawn from the tender

On March 20, 2014, in accordance with the terms and conditions of the Merger
Agreement, Men's Wearhouse amended its pending tender offer to reflect the
terms of the Merger Agreement, including to reflect the increase in the offer
price of $65.00 and other changes contemplated by the Merger Agreement.

As provided in the Merger Agreement, if on any scheduled expiration date, any
of the conditions to the tender offer are not satisfied or waived, then MW may
extend the tender offer for successive periods of time up to ten business

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.


On January 6, 2014, Java Corp. ("Purchaser"), a wholly owned subsidiary of The
Men's Wearhouse, Inc., commenced a cash tender offer for all outstanding
shares of common stock of Jos. A. Bank Clothiers, Inc. not already owned by
Men's Wearhouse or any of its subsidiaries, subject to the terms and
conditions set forth in the Second Amended and Restated Offer to Purchase
dated as of March 20, 2014 (the "Offer to Purchase"). The purchase price to be
paid upon the successful closing of the cash tender offer is $65.00 net per
share in cash, without interest and less any required withholding tax, subject
to the terms and conditions in the Offer to Purchase and the related letter of
transmittal that accompanies the Offer to Purchase. The offer is scheduled to
expire at 5:00 p.m. New York City time, on April 9, 2014, unless further
extended in the manner set forth in the Offer to Purchase.

This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities. This communication is for informational purposes
only. The tender offer is not being made to, nor will tenders be accepted
from, or on behalf of, holders of shares in any jurisdiction in which the
making of the tender offer or the acceptance thereof would not comply with the
laws of that jurisdiction. The tender offer is being made pursuant to a
tender offer statement on Schedule TO (including the Offer to Purchase, a
related letter of transmittal and other offer materials) filed by Men's
Wearhouse and the Purchaser with the U.S. Securities and Exchange Commission
("SEC") on January 6, 2014, as amended from time to time. INVESTORS AND
INFORMATION ABOUT THE TENDER OFFER. Investors and security holders can obtain
free copies of these documents and other documents filed with the SEC by Men's
Wearhouse through the web site maintained by the SEC at
The Offer to Purchase Letter of Transmittal and other offering documents may
also be obtained for free by contacting the Information Agent for the tender
offer, MacKenzie Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885.

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. 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 forward-looking statements are based upon management's current beliefs
or expectations and are inherently subject to significant business, economic
and competitive uncertainties and contingencies and third-party approvals,
many of which are beyond our control. The following factors, among others,
could cause actual results to differ materially from those expressed or
implied in the forward-looking statements: (1)the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Agreement and Plan of Merger by and among Men's Wearhouse, Inc., Java Corp.
and Jos. A. Bank Clothiers, Inc., (2) the failure to consummate the
acquisition of Jos. A. Bank for reasons including that the conditions to Men's
Wearhouse's offer to purchase all outstanding shares of Jos. A. Bank's common
stock, including the condition that a minimum number of shares be tendered and
not withdrawn, are not satisfied or waived by Men's Wearhouse, (3) the
possibility that the expected benefits from the proposed transaction will not
be realized within the anticipated time period, (4) the risk that regulatory
or other approvals required for the transaction are not obtained, (5) the
risks related to the costs and difficulties related to the integration of Jos.
A. Bank's business and operations with Men's Wearhouse's business and
operations, (6) the inability to obtain, or delays in obtaining, cost savings
and synergies from the transaction, (7) unexpected costs, charges or expenses
resulting from the transaction, (8) litigation relating to the transaction,
(9) the inability to retain key personnel and (10) the possible disruption
that may be caused by the transaction to the business and operations of Men's
Wearhouse and its relationships with customers, employees and other third

The forward-looking statements in this press release speak only as of the date
hereof. Except for the ongoing obligations of Men's Wearhouse to disclose
material information under the federal securities laws, Men's Wearhouse
undertakes no obligation to revise or update publicly any forward-looking
statement, except as required by law. Other factors that may impact the
forward-looking statements are described in Men's Wearhouse'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
(832) 594-4004

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

SOURCE Men's Wearhouse

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