After a volatile five-month mating dance, multichannel menswear retailers The Men’s Wearhouse Inc. and Jos. A. Bank Clothiers Inc. have signed an agreement to combine the companies. Under the agreement, Men’s Wearhouse will acquire all of the outstanding shares of Jos. A Bank for $1.8 billion. The directors of both companies have agreed to the acquisition.
Jos. A Bank, No. 191 in the 2013 Top 500 Guide, reported 2012 web sales of $109 million and Men’s Wearhouse, No. 294, did $51.1 million in online revenue, by Internet Retailer estimates. Their combined web sales of $160.1 million would have made the new company No. 139 in the 2013 Top 500. (The 2014 Top 500 will be available next month.)
The combined companies will have more than 1,700 stores in the United States, with approximately 23,000 employees and total sales of $3.5 billion, they reported.
Bank started a back-and-forth bidding war in early October with an offer of $2.3 billion to acquire Men’s Wearhouse. Then in late November, Men’s Wearhouse countered with a $1.2 billion bid to acquire Bank, which rejected the offer in December.
In early January, Men’s Wearhouse upped its bid to about $1.6 billion to acquire all outstanding shares of Bank. Bank responded that it considered that offer to be a hostile takeover and took steps to block the deal.
As a result of the Men’s Wearhouse acquisition, Bank terminated its agreement to acquire Everest Holdings LLC, the parent company of Eddie Bauer, No. 101 in the Top 500. Bank announced in mid-February it had agreed to buy Everest Holdings for $825 million—$564 million in cash and 4.7 million shares of Bank stock.
Men’s Wearhouse says it will finance the transaction through BofA Merrill Lynch and JPMorgan Chase Bank N.A. The transaction is expected to close by the third quarter of 2014.
BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as financial advisors to Men’s Wearhouse, and Willkie Farr & Gallagher LLP is its legal advisor.
Goldman, Sachs & Co. and Financo LLC are serving as financial advisors to Jos. A. Bank, and Skadden, Arps, Slate, Meagher & Flom LLP and Guilfoil Petzall & Shoemake LLC are its legal advisors.