Men's Wearhouse Announces Waiver of Marketing Period Condition

        Men's Wearhouse Announces Waiver of Marketing Period Condition

Tender Offer to Expire at Midnight on Tuesday, June 17, 2014

PR Newswire

FREMONT, Calif., June 11, 2014

FREMONT, Calif., June 11, 2014 /PRNewswire/ -- The Men's Wearhouse (NYSE: MW)
announced today that its wholly owned subsidiary, Java Corp. ("Purchaser"),
has waived the "Marketing Period Condition" described in the Offer to
Purchase, as amended, in connection with the previously announced 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
Clothiers, Inc. (Nasdaq: JOSB). All other terms and conditions of the tender
offer remain unchanged.

The Men's Wearhouse also announced today that it has moved up the expiration
date of the tender offer to 12:00 midnight, New York City time on Tuesday,
June 17, 2014. The tender offer was previously set to expire at 5:00 p.m. New
York City time on June 19, 2014.

BofA Merrill Lynch and J.P. Morgan Securities LLC are acting 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 1,128 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. 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 moved the expiration date of the tender offer to 12:00
midnight, New York City time, on June 17, 2014, unless 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, 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,,,, 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

Press spacebar to pause and continue. Press esc to stop.