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Men’s Wearhouse boosts bid for Jos. A. Bank

FREMONT, Calif. — Men’s Wearhouse is raising its offer for Jos. A. Bank Clothiers to about $1.61 billion and taking the bid directly to its rival’s shareholders. It also plans to nominate two people to the Jos. A. Bank board.

Men’s Wearhouse Inc. disclosed Monday that it is now offering $57.50 per share for Jos. A. Bank, up from its prior offer of $55 per share, or $1.54 billion. Jos. A. Bank rejected the previous offer in late December, saying it was too low.

“Although we have made clear our strong preference to work collaboratively with Jos. A. Bank to realize the benefits of this transaction, we are committed to this combination and, accordingly, we are taking our offer directly to shareholders,” Men’s Wearhouse President and CEO Doug Ewert said in a statement.

It said its tender offer expires on March 28 unless extended.

A representative for Jos. A. Bank could not be immediately reached for comment.

The announcement by Men’s Wearhouse comes three days after Jos. A. Bank Clothiers Inc. lowered the trigger for its shareholder rights plan, a plan typically used to help ward off hostile takeover attempts. The chain cut its trigger to a 10 percent ownership stake from a 20 percent ownership stake. That’s the same ownership threshold as Men’s Wearhouse’s shareholder rights plan.

A shareholder rights plan usually allows existing shareholders to acquire more stock at a discounted rate to ward off the investor collecting a big stake.

Men’s Wearhouse also said it plans to nominate two independent director candidates at Jos. A. Bank’s 2014 annual meeting. Its nominees include former Miller Brewing Co. President and CEO John Bowlin and Arthur Reiner, who previously served as chairman and CEO of Macy’s Inc.’s East division.

Men’s Wearhouse and Jos. A. Bank have been circling each other for months.

In September, a few months after Men’s Wearhouse Inc. ousted its founder and chairman, George Zimmer, Jos. A. Bank Clothiers Inc. offered to buy its larger rival for $2.3 billion, or $48 per share. Men’s Wearhouse turned down that offer, and after Jos. A. Bank dropped the bid, Men’s Wearhouse turned the tables with its $55 per share offer.

Hampstead, Md.-based Jos. A. Bank sells men’s tailored and casual clothing and shoes. It’s known for ads that say consumers can buy one suit or sport coat and get three for free. Fremont, Calif.-based Men’s Wearhouse sells men’s clothing and suits through its namesake chain of stores, as well as Moores and the K&G retail chain. Recently, the company has been going after younger shoppers with suits with slimmer silhouettes.



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