Bill Sechrest, lead director of the board of Men’s Wearhouse, said, "After careful review and deliberation, our Board of Directors has determined that Jos. A. Bank’s proposal significantly undervalues Men’s Wearhouse and fails to reflect the Company’s growth strategy and upside potential."
Jos. A. Bank Clothiers Inc offered to acquire Men’s Wearhouse for $48 per share in cash. The offer was expected to be funded with a combination of cash-on-hand, debt and new equity, including a $250m investment by private equity firm Golden Gate Capital.
In a statement, Men’s Wearhouse CEO Doug Ewert expressed confidence that the company will be able to achieve total shareholder returns well in excess of what can be derived from Jos. A Bank’s proposal.
Men’s Wearhouse optimism stems from the recent acquisition of designer brand Joseph Abboud in September for about $97.5m, which is expected to add to shareholder returns. The company also expanded full service stores and outlet stores, and is hoping to expand its share of the formalwear market.
After rejecting the proposal from Jos. A. Bank Clothiers Inc, Men’s Wearhouse adopted a poison pill, a defensive tactic used by companies to prevent hostile takeovers, late on 9 October 2013.
The poison pill, which will end on 30 September 2014, will come into effect in the event of an outside investor acquiring more than 10% or more of Men’s Wearhouse common stock, or a passive institutional investor taking a stake of 15%.
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Jos. A. Bank, however, said it will continue to pursue the deal with its initial offer.
In a statement, the company said," The formulaic, knee-jerk rejection by Men’s Wearhouse, and their refusal to even discuss our proposal, do not serve the interests of their shareholders or their customers."
Men’s Wearhouse sells discount suits through 1,137 stores across North America.