Suitor Switch: Men's Wearhouse Offers to Buy Jos. A. Bank

, The Am Law Daily

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Jos A. Bank

In a reversal of suitors, The Men's Wearhouse said Tuesday it has approached Jos. A. Bank with a $1.53 billion takeover offer. The move comes less than two months after Jos. A. Bank approached the rival men's clothing retailer with its own unsolicited $2.3 billion takeover bid, which Men's Wearhouse swiftly rejected.

Men's Wearhouse said the $48-per-share offer Jos. A. Bank's put foward in early October undervalued the company and called it "highly opportunistic" due to a recent decline in Men's Wearhouse stock that the Houston-based company blamed on "difficult market conditions." At the same time, Men's Wearhouse also adopted a limited shareholder rights plan, known as a "poison pill," in order to fend off the bid. Jos. A. Bank formally terminated its offer earlier this month as promised in its proposal, but did not rule out a follow-up takeover bid.

Now, Men's Wearhouse—whose stock price jumped more than 30 percent in the wake of Jos. A. Bank's October bid—has decided that a combination with its rival "has strategic logic," provided the roles are reversed. The tactic, under which a company attempts to avoid a hostile takeover by trying to acquire its would-be buyer, is known as a Pac-Man defense.

"We believe we are the right acquirer for this combination and that our experienced management team is best positioned to execute the integration of our companies and achieve the synergies that would result," William Sechrest, lead director of the Men's Wearhouse board, said in a statement.

Eminence Capital—a hedge fund that recently became Men's Wearhouse's largest shareholder with a nearly 10 percent stake—has pushed the company to consider any kind of combination with Jos. A. Bank. (Eminence said recently it also owns 1.4 million shares of Jos. A. Bank, according to Bloomberg.)

Men's Wearhouse is offering $55 in cash for each Jos. A. Bank share, a figure that represents a premium of 32 percent over the target's closing price on Oct. 8—the day before Jos. A. Bank made its Men's Wearhouse bid public. Jos. A. Bank responded to the offer on Tuesday with a statement saying the company had received the bid and that its board "would evaluate the proposal and respond in due course."

After advising Men's Wearhouse in connection its rejection of Jos. A Bank's October offer, Willkie Farr & Gallagher is now representing the company on its Pac-Man move. Willkie also represented the Men's Wearhouse board when it ousted company founder, chairman and spokesman George Zimmer in June, according to our prior reporting. The Willkie team advising on Tuesday's offer includes Steven Seidman, cochair of the firm's corporate and financial services department, along with corporate partners Michael Schwartz and Laura Delanoy, all of whom are based in New York.

Hampstead, Md.-based Jos. A. Bank was represented by attorneys at Skadden, Arps, Slate, Meagher & Flom and St. Louis-based business law boutique Guilfoil Petzall & Shoemake on last month's takeover attempt. Skadden is again working for Jos. A. Bank on the Men's Wearhouse offer with a team that includes M&A partners Paul Schnell and Jeremy London in New York and Washington, D.C., respectively. M&A of counsel William Frank and M&A associate Allison Schiffman are also working on the matter.

A Guilfoil Petzall attorney did not respond to The Am Law Daily's request for comment on whether the firm is involved with respect to the Men's Wearhouse bid.

 

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