Expiration Date Of Men's Wearhouse Tender Offer Extended To June 19, 2014

  Expiration Date Of Men's Wearhouse Tender Offer Extended To June 19, 2014

PR Newswire

FREMONT, Calif., June 6, 2014

FREMONT, Calif., June 6, 2014 /PRNewswire/ --The Men's Wearhouse (NYSE: MW)
announced today that in accordance with the terms of its merger agreement with
Jos. A. Bank Clothiers, Inc. (Nasdaq: JOSB), it has extended its all-cash
tender offer for $65.00 per share for all of the currently outstanding shares
of common stock (including associated stock purchase rights) of Jos. A. Bank
to 5:00 p.m. New York City time on June 19, 2014, unless further amended. The
tender offer was previously set to expire at 5:00 p.m. New York City time on
June 5, 2014.

As of 5:00 p.m. New York City time on June 5, 2014, approximately 25,017,331
shares of Jos. A. Bank common stock (including 2,053,557 shares of Jos. A.
Bank common stock subject to notice of guaranteed delivery) have been validly
tendered in, and not withdrawn from the tender offer.

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.

ADDITIONAL INFORMATION

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. Today, Men's Wearhouse
announced that it has extended the expiration date of the tender offer to 5:00
p.m., New York City time, on June 19, 2014, unless further amended.

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
SECURITY HOLDERS OF JOS. A. BANK ARE URGED TO READ THESE AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
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 http://www.sec.gov.
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 and quarterly reports on
Form 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
(832) 594-4004
ken@dennardlascar.com
http://ir.menswearhouse.com/

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

SOURCE The Men's Wearhouse

Website: http://www.menswearhouse.com
 
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