Men's Wearhouse Completes Acquisition Of Jos. A. Bank

            Men's Wearhouse Completes Acquisition Of Jos. A. Bank

PR Newswire

FREMONT, Calif., June 18, 2014

FREMONT, Calif., June 18, 2014 /PRNewswire/ --The Men's Wearhouse (NYSE: MW)
today announced the successful completion of its acquisition of Jos. A. Bank
Clothiers, Inc. (Nasdaq: JOSB).

The acquisition was effected through the previously announced all-cash tender
offer by Men's Wearhouse's wholly owned subsidiary, Java Corp., to acquire all
of the issued and outstanding shares of common stock (including associated
stock purchase rights) of Jos. A. Bank for $65.00 net per share in cash,
without interest and less any required withholding taxes, and the subsequent
merger of Java Corp. with and into Jos. A. Bank pursuant to Section 251(h) of
the General Corporation Law of the State of Delaware.

Doug Ewert, President and Chief Executive Officer of Men's Wearhouse, said,
"We are thrilled to have closed on the acquisition of Jos. A. Bank and are
eager to begin the integration process with their talented employees to create
a truly great company for all of our stakeholders. With more than 1,700
stores, approximately 26,000 employees and sales of $3.5 billion on a pro
forma basis, our combined company has increased scale and breadth that
broadens our best-in-class offerings for our valued customers and new
customers alike.

"Looking forward, our strong balance sheet provides operational flexibility to
successfully execute strategic plans at both brands. We continue to expect
this acquisition to be accretive to our earnings in the first full year of
operations as well as to achieve $100 million to $150 million of run-rate
synergies by the end of fiscal 2016," concluded Ewert.

The tender offer expired at midnight New York City time, at the end of the day
on June 17, 2014. Approximately 23,610,788 shares of Jos. A. Bank common stock
(excluding shares delivered pursuant to guaranteed delivery) were validly
tendered in, and not withdrawn from the tender offer, representing
approximately 84% of Jos. A. Bank's outstanding shares of common stock and,
after taking into account shares delivered pursuant to guaranteed delivery
procedures, approximately 94% of Jos. A. Bank's outstanding shares of common
stock. Accordingly, the "Minimum Tender Condition" was satisfied, and Men's
Wearhouse accepted for payment, and will promptly pay for, all shares of Jos.
A. Bank common stock validly tendered and not withdrawn in the offer.

As a result of the merger, each share of common stock of Jos. A. Bank issued
and outstanding and not tendered in the tender offer (other than shares held
by Jos. A. Bank or the Men's Wearhouse or any of their subsidiaries and shares
owned by holders who properly exercised appraisal rights with respect thereto
under Delaware law) were converted into the right to receive an amount in cash
equal to $65.00, without interest and less any required withholding taxes, the
same price that was paid in the tender offer. 

Following the merger, Jos. A. Bank shares will cease to be traded on the
NASDAQ Global Market. Holders of Jos. A Bank shares who did not surrender
their shares in the tender offer will receive a new letter of transmittal to
surrender their shares in exchange for the merger consideration.

Advisors

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 1,766 stores. The Men's Wearhouse, Jos. A.
Bank, 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, Jos. A. Bank, 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
http://ir.menswearhouse.com/.

Forward Looking Statements

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 possibility that the
expected benefits from the proposed transaction will not be realized within
the anticipated time period, (2) 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, (3) the inability
to obtain, or delays in obtaining, cost savings and synergies from the
transaction, (4)unexpected costs, charges or expenses resulting from the
transaction, (5) litigation relating to the transaction, (6) the inability to
retain key personnel and (7) 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 and Jos. A. Bank'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.josbank.com, www.mooresclothing.com,
www.kgstores.com, www.twinhill.com, www.dimensions.co.ukand
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 Men's Wearhouse

Website: http://www.menswearhouse.com
 
Press spacebar to pause and continue. Press esc to stop.