Twist of Fate in Men’s Suits Merger

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In early October, men’s clothing firm Jos. A. Bank Clothiers Inc. (NASDAQ: JOSB) made an offer of $48 a share for Men’s Wearhouse Inc. (NYSE: MW), which the target company rejected and which was formally withdrawn on November 15. Tuesday morning, less than two weeks later, Men’s Wearhouse is making an all-cash offer of $55 a share for Jos. A. Bank.

This offer represents a 32% premium to Jos. A. Bank’s closing price on October 8, the day before it made its original offer for Men’s Wearhouse, and a premium of nearly 9% to Jos. A. Bank’s closing price Monday night. In a letter to Jos. A. Bank’s board chairman, Men’s Wearhouse CEO Douglas Ewert noted that the offer is not conditional on financing and that Men’s Wearhouse will use its cash on hand and debt financing to pay for the all Jos. A. Bank’s outstanding shares. The total value of the offer is about $1.5 billion.

Men’s Wearhouse fired its founder and long-time pitchman George Zimmer in June after it became apparent that Zimmer wanted to acquire the company and take it private. The board also refused to negotiate with Jos. A. Bank or to allow the potential acquirer access to its books in order to conduct even a limited amount of due diligence.

The one interesting wrinkle to the failed takeover bid is that Jos. A. Bank’s chairman did say that his company would not reject out of hand an offer from Men’s Wearhouse, if that was what it took to get the merger done. He has apparently gotten his wish. From Ewert’s letter:

[W]e expect a smooth integration as there will be no rebranding or remodels required — Jos. A. Bank’s store banner will remain in place. Management will consist of the most qualified individuals from both companies.

That could change of course, but the hint that Jos. A. Bank’s management will be taken care of will go a long way toward smoothing any rough edges in the deal.

Shares of Jos. A. Banks were up nearly 12% in premarket trading Tuesday to $56.55, above the 52-week range of $37.31 to $51.42. Investors think they smell a bidding war.

Men’s Wearhouse shares were up nearly 8.5% at $51.01, also above the stock’s 52-week range of $27.42 to $48.56.