The company said Friday that the $57.50-a-share tender offer announced Jan. 6 by rival Men's Wearhouse was too low and recommended that stockholders reject the offer. The proposal, sweetened from an offer late last year, valued Jos. A. Bank at roughly $1.61 billion.
"Our board of directors firmly believes that the Men's Wearhouse offer is inadequate and significantly undervalues Jos. A. Bank and its near- and long-term potential," Chairman Robert Wildrick said in a statement announcing the decision.
"At this time, the company has a well-developed strategy in place to continue to increase revenue, substantially improve margins and deliver enhanced return to stockholders. The Jos. A. Bank Board strongly urges stockholders to reject the offer and not tender their shares."
Men's Wearhouse issued a statement that called the rejection unfortunate and said Jos. A. Bank shareholders should question what it said was its rival's repeated refusal to open discussions on the tender offer.
"Accordingly, we call on the independent directors of Jos. A. Bank to promptly form a Special Committee that will objectively evaluate our offer and sit down with us to begin discussions," said the Men's Wearhouse statement.
5 Best Industrial Conglomerate Stocks To Invest In 2015
Despite the latest rejection in the on-and-off courtship dance, many analysts have argued that the rivals should join forces because such a deal would create operating synergies and cut costs and ultimately benefit consumers.
But Hampstead, Md. based Jos. A. Bank said its financial advisor, investment bank Goldman Sachs, concluded that the shareholder proposal "was inadequate from a financial point of view to such holders."
Calling the tender offer "opportunistic," the company said the ! bid "does not reflect the significant progress the company has made in recent quarters and its improved financial performance and results of operations."
Jos. A. Bank is continuing to explore acquisitions and other strategic alternatives that the company said would "maximize stockholder value."
"The board believes that its and management's deep industry experience, core competencies and track record enable it to identify and execute acquisition transactions that will create value in excess of the offer price."
Fremont, Calif.-based Men's Wearhouse said it would continue a plan to nominate two independent director candidates for election to Jos. A. Bank's board of directors at the company's 2014 annual meeting.
"Jos. A. Bank shareholders can send a powerful message to their board of directors" by voting for those candidates, said Men's Wearhouse.
Jos. A. Bank shares were down one cent at $56.48 in after-hours trading Friday. Men's Wearhouse shares were down 45 cents at $50.00.
Pedestrians walk by a Men's Wearhouse retail store in San Francisco.(Photo: Justin Sullivan. Getty Images)
No comments:
Post a Comment