Men’s Wearhouse agreed to buy smaller rival Jos. A. Bank Clothiers for about $1.8 billion in cash, ending a five-month takeover battle between the two menswear retailers. Both companies’ boards have approved the transaction, the retailers said Tuesday in a statement.
Jos. A. Bank also will terminate a separate deal to buy Bellevue-based Eddie Bauer and will cancel a plan to buy as much as $300 million of its own stock.
It will have to pay Eddie Bauer’s owner a breakup fee of $48 million, plus fees and expenses incurred in connection with the deal, according to a securities filing.
The ill-fated purchase agreement shed some light on Eddie Bauer’s operations: Jos A. Bank said in the filing that Eddie Bauer expected to book a net profit of $7 to $9 million in 2013, versus a $32 million loss in 2012.
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Tuesday’s agreement settles a feud Jos. A. Bank began in October with an offer for its larger rival. Men’s Wearhouse turned down that proposal and countered with multiple bids for Jos. A. Bank, all of which were rejected as too low. Jos. A. Bank said it would begin talks with Men’s Wearhouse last month following a sweetened $1.78 billion offer.
“It’s a strong acquisition that is mutually beneficial to both companies and shareholders of both companies,” Mark Montagna, a Nashville, Tenn.-based analyst for Avondale Partners, said in a phone interview.
The combined company will have more than 1,700 U.S. stores and sales of about $3.5 billion on a pro forma basis, the retailers said. Jos. A. Bank can benefit from Men’s Wearhouse’s tuxedo-rental business, while Men’s Wearhouse can learn from Jos. A. Bank’s ability to inexpensively source products, Montagna said.
Jos. A. Bank imperiled the possibility of a tie-up with Men’s Wearhouse in February, when it agreed to buy Eddie Bauer in an $825 million deal that would have created a company too big for its suitor to acquire.
Golden Gate Capital, the San Francisco-based private-equity firm that was selling Eddie Bauer, said Tuesday it respects Jos. A. Bank’s decision to end the deal and is pleased to continue owning the Bellevue-based brand.
Jos. A. Bank’s deal with Men’s Wearhouse will result inasmuch as $150 million of annual savings realized over three years, the companies said Tuesday. Jos. A. Bank’s approximately 600 stores won’t be rebranded.
The $65-a-share purchase price is 56 percent higher than Jos. A. Bank’s closing price on Oct. 8, the day before its offer for Men’s Wearhouse was publicly disclosed.
“The clear winners are definitely the shareholders,” said Betty Chen, a San Francisco-based analyst at Mizuho Securities USA. “Jos. A. Bank holders benefit from a higher offer price, and Men’s Wearhouse holders benefit from a much stronger company with better accretion. This is a rare deal scenario where it’s a win-win.”
George Zimmer, who founded Men’s Wearhouse 40 years ago and was its face in TV commercials, wasn’t there to toast the merger. He was fired in June after clashing with management over strategy, including his desire to take the company private. The move put the company into play, analysts said, making shareholders richer in the end.
Zimmer’s disagreements with management led to his ouster, which Oscar Gruss & Son Inc. said may have removed an obstacle to Men’s Wearhouse merging with its rival. In the time it took the company and Jos. A. Bank to settle on a price they both could agree on, shareholders became $1.7 billion richer as the stocks soared, data compiled by Bloomberg show.
Seattle Times business reporter Ángel González contributed to this report.