February 24, 2014

Men’s Wearhouse raises its cash tender offer for all outstanding shares of Jos. A. Bank Clothiers, Inc. to $63.50 per share from $57.50 per share.

Men's Wearhouse could potentially increase its offer price to $65 per share, or $1.82 billion, if it is able to conduct limited due diligence (subject to an appropriate confidentiality agreement), with access to Jos. A. Bank's management team.  Additionally, the amended offer is conditioned on termination of Jos. A. Bank's recently announced agreement to acquire clothing retailer Eddie Bauer. Men’s Wearhouse commenced a lawsuit in Delaware Chancery Court to block the pending acquisition.  Men's Wearhouse will increase the aggregate consideration to be paid to the Jos. A. Bank stockholders dollar-for-dollar to the extent Jos. A. Bank is able to terminate the Eddie Bauer purchase agreement for less than $48 million in termination fees (less any other expense or fee reimbursement paid by Jos. A. Bank in connection with such termination).

As previously announced, Men's Wearhouse has formally submitted its notice to nominate two independent director candidates, John D. Bowlin and Arthur E. Reiner, for election to the Jos. A. Bank Board of Directors at its 2014 Annual Meeting.

Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of men's apparel with 1,133 stores.  Based in Hampstead, MD, Jos. A. Bank has over 600 stores nationwide.

Willkie represented Men’s Wearhouse in its rejection of the $2.3 billion unsolicited buyout bid from Jos. A Bank Clothiers, Inc. last October and in its subsequent initial offer of $1.54 billion to acquire Jos. A. Bank announced in January.  Also, in 2013 Willkie represented Men’s Wearhouse in its acquisition of Joseph Abboud and disposition of K&G Men’s Company.

The Willkie team handling the latest bid includes corporate partners Steven Seidman, Michael Schwartz and Laura Delanoy and litigation partners Joseph Baio, Tariq Mundiya and Deirdre Hykal. Partners William Rooney, Jeffrey Korn and Wesley Powell advised on FTC matters and corporate associates Howard Block, Laura Acker, Jonathan Kubek and Susannah Ostlund also provided assistance.