Well it’s about time, to say the least. The drama between The Men’s Wearhouse, Inc. (NYSE:MW) and Jos. A. Bank Clothiers Inc (NASDAQ:JOSB) is finally coming to a close. After a long and troubled courtship, the two companies announced today via a press release that Men’s Wearhouse will acquire Jos. A. Bank for $65 a share.
Men’s Wearhouse, Jos. A. Bank sign definitive agreement
The Men’s Wearhouse, Inc. (NYSE:MW) will pay cash to acquire the company, which adds up to a total consideration of $1.8 billion. According to a press release this morning, the boards of both companies unanimously approved the deal. After it closes, the two companies will together have more than 1,700 stores in the U.S., with about 23,000 employees and about $3.5 billion in sales on a pro forma basis.
Management of both companies issued statements saying they believe the deal with maximize value for shareholders of both companies. Jos. A. Bank Clothiers Inc (NASDAQ:JOSB) Chairman Robert Wildrick said the $65 a share deal offers a “substantial premium” over any price at which the retail chain’s stock has traded in its history as a public company. That includes a 56% premium since the company’s interest in The Men’s Wearhouse, Inc. (NYSE:MW) was first made public in October.
Further details on the Men’s Wearhouse – Jos. B. Bank deal
Jos. A. Bank Clothiers Inc (NASDAQ:JOSB)’s board of directors recommend that the company’s shareholders tender their shares in the company to The Men’s Wearhouse, Inc. (NYSE:MW). The transaction will be subject to a number of closing conditions, like the “valid tender of sufficient shares, which, when added to shares owned by Men’s Wearhouse and its affiliates, constitute a majority of the total number of common shares outstanding on a fully diluted basis.” Regulators must also approve the acquisition.
The companies said any shares which aren’t tendered in the offer will be acquired through a “second step merger” at the same cash price as the tender offer. The Men’s Wearhouse, Inc. (NYSE:MW) is “not conditioned on financing,” and it said it expects to finance the deal using a combination of cash from its balance sheet and committed financing from Bank of America Merrill Lynch and JPMorgan Chase.
Both companies expect the deal to close no later than the third quarter of this year.
Jos. A. Bank drops Eddie Bauer bid
Jos. A. Bank Clothiers Inc (NASDAQ:JOSB) also announced that its deal to buy the Eddie Bauer brand will be terminated. The retail chain also withdrew its tender offer to buy up to $300 million of its common stock.