March 11, 2014

Deal ends six-month merger battle, resulting in a combined company that will have more than 1,700 stores in the U.S., with approximately 23,000 employees.

On March 11, Willkie client The Men's Wearhouse and Jos. A. Bank Clothiers announced that they have entered into a definitive agreement under which Men's Wearhouse will acquire all of the outstanding shares of common stock of Jos. A. Bank for $65.00 per share in cash, or total consideration of $1.8 billion.  The boards of directors of both companies have unanimously approved the transaction.  Among the terms of the deal, Jos. A. Bank will terminate its agreement to acquire clothing retailer Eddie Bauer. Together, Men's Wearhouse and Jos. A. Bank will have more than 1,700 stores in the U.S., with approximately 23,000 employees and sales of $3.5 billion on a pro forma basis.

In October 2013, Willkie represented Men’s Wearhouse in its rejection of the $2.3 billion unsolicited buyout bid from Jos. A. Bank, which the company’s board of directors determined to be an undervaluation of the men’s retailer and not in the best interest of the company’s shareholders.  In January 2014, Men's Wearhouse proposed to acquire all of the outstanding shares of Jos. A. Bank common stock for $57.50 per share or approximately $1.6 billion, as well as nominated two independent directors for Jos. A. Bank’s board. In February 2014, Men’s Wearhouse raised its bid to $63.50 per share or approximately $1.78 billion and commenced a lawsuit, successfully handled by a Willkie litigation team,  to block Jos. A. Bank from its pending deal to acquire Eddie Bauer. 

Willkie also represented Men’s Wearhouse in its recent acquisition of Joseph Abboud and disposition of K&G Men’s Company, and represented the board of directors of Men's Wearhouse in its termination of George Zimmer from his position as Executive Chairman. Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of men's apparel.

The Willkie deal team on the current deal was led by corporate partners Steven Seidman, Michael Schwartz, Laura Delanoy and Jeffrey Hochman, and included: Corporate:  associates Marit Spekman, Laura Acker, Jonathan Kubek and Susannah Ostlund; Finance: partner Jeffrey Goldfarb and associate Daniel Philion;  Litigation: partners Joseph Baio, Tariq Mundiya,  Deirdre Hykal, Mary Eaton, Jeffrey Korn, Wesley Powell and William Rooney, of counsel Ian Hochman, and associates David Stoltzfus, Shaimaa Hussein, Morgan Clark, Max Bryer, Agathe Richard, Nicole Naples, Michael Barnett, Jodi Lucena-Pichardo and Nicole Humphrey; Benefits:  partner Michael Katz and associates Andrew Shapiro and Ryan Stott; Real Estate:  partner David Drewes and associate Carly Glover Saviano; and  IP: associate Meghan Hungate.