Men's Wearhouse Announces Termination of HSR Act Waiting Period

       Men's Wearhouse Announces Termination of HSR Act Waiting Period

PR Newswire

FREMONT, Calif., May 30, 2014

FREMONT, Calif., May 30, 2014 /PRNewswire/ -- The Men's Wearhouse (NYSE: MW)
today announced that the Federal Trade Commission has granted termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, ("HSR Act") applicable to Men's Wearhouse's proposed
acquisition of Jos. A. Bank Clothiers (Nasdaq: JOSB). As previously
announced, Men's Wearhouse and Jos. A. Bank entered into a merger agreement
pursuant to which Men's Wearhouse would acquire all of the outstanding shares
of common stock of Jos. A. Bank for $65.00 per share in cash, or total
consideration of $1.8 billion, pursuant to a cash tender offer. Together,
Men's Wearhouse and Jos. A. Bank will have more than 1,700 stores, with
approximately 26,000 employees and sales of $3.5 billion on a pro forma

"We are pleased to have received the termination of the HSR Act waiting period
and expect to close the transaction within approximately the next 30 days,"
said Doug Ewert, President and Chief Executive Officer of Men's Wearhouse.
"Together, Men's Wearhouse and Jos. A. Bank will have increased scale and
breadth, and Jos. A. Bank's strong brand and complementary business model will
broaden our customer reach. Men's Wearhouse shareholders will benefit from
approximately $100 to $150 million of run-rate annual synergies realized over
three years, through improving purchasing efficiencies, optimizing customer
service and marketing practices, and streamlining duplicative corporate
functions. Additionally, Men's Wearhouse's vertical direct sourcing model
will be leveraged to improve combined merchandising and sourcing across the
combined company and rationalize inventory over time. We expect the
transaction will be accretive to Men's Wearhouse's earnings in the first full

The termination of the HSR Act waiting period satisfies one of the conditions
to consummate the tender offer. Completion of the tender offer remains
subject to certain other conditions as described in the offer to purchase
disseminated to stockholders of Jos. A. Bank, including the completion of the
marketing period, which commenced today and is expected to end on June 19,
2014, unless earlier waived. The tender offer is currently scheduled to
expire at 5:00 p.m. New York City time, on June 5, 2014, unless extended.

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.

About Men's Wearhouse

Founded in 1973, Men's Wearhouse is one of North America's largest specialty
retailers of men's apparel with 1,124 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


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 tender offer is
scheduled to expire at 5:00 p.m. New York City time, on June 5, 2014, unless

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, related 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 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, (5) the
inability to obtain, or delays in obtaining, cost savings and synergies from
the transaction, (6) unexpected costs, charges or expenses resulting from the
transaction, (7) litigation relating to the transaction, (8) the inability to
retain key personnel and (9) 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 parties.

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 1, 2014. For additional
information on Men's Wearhouse, please visit the Company's websites at,,,,


Men's Wearhouse
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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