The board of directors of Jos. A. Bank Clothiers Inc (NASDAQ:JOSB) encouraged its shareholders to take no action on the latest takeover proposal submitted by its competitor, The Men’s Wearhouse, Inc. (NYSE:MW) until they announced their recommendation.
Jos. A. Bank to review Men’s Wearhouse tender offer
According to the retailer, its board of directors will carefully review all the aspects of the tender offer of its competitor with the help of its financial and legal advisors as part of their fiduciary duties to shareholders.
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Jos. A. Bank Clothiers Inc (NASDAQ:JOSB) said it will outline its recommendations to shareholders regarding the tender offer of The Men’s Wearhouse, Inc. (NYSE:MW) in a regulatory filing with the Securities Exchange Commission (SEC) on or before January 17, 2014.
“The date for the company’s 2014 annual meeting of shareholders has not yet been announced and shareholders are not required to take any action at this time with respect to the Men’s Wearhouse nominees or otherwise. Additional information regarding the 2014 Annual Meeting will be provided at the appropriate time,” according to Jos. A. Bank Clothiers Inc (NYSE:JOSB).
The Men’s Wearhouse, Inc. (NYSE:MW) offered to acquire all the outstanding common stock of Jos. A. Bank Clothiers Inc (NASDAQ:JOSB) for $57.50 per share. The company also expressed its intention to nominate two candidates to become independent directors in the board of Jos. A. Bank during its upcoming annual shareholders meetings. The two candidates are John Bowlin, former president and CEO of Miller Brewing Company, and Arthur Reiner, former director of R.H. Macy & Co., Inc and former CEO of Macy’s East.
The tender offer of The Men’s Wearhouse, Inc. (NYSE:MW) will expire on March 28. Men’s Wearhouse president and CEO Doug Ewert said the $57.50 per share acquisition offer of the company is “compelling and provides substantial value and immediate liquidity” to the shareholders of Jos. A. Bank Clothiers Inc (NASDAQ:JOSB).” He added, “We are taking our offer directly to shareholders.”
The latest move of The Men’s Wearhouse, Inc. (NYSE:MW) came after Jos. A. Bank tightened its shareholder rights plan or “poison pill”. Its board of directors reduced the ownership threshold to 10% to level the playing field against its competitor.