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Reuters, Published November 26 2013

Men's Wearhouse turns tables with bid for Jos. A. Bank

Men's Wearhouse Inc struck back at Jos. A. Bank Clothiers Inc with a $1.5 billion bid to acquire the suit and tuxedo retailer, only weeks after rejecting a takeover offer from its smaller rival.

Men's Wearhouse, under pressure from activist shareholders to merge, offered $55 per share in cash for Jos. A. Bank, an unusual counter-offer that values the smaller retailer's stock at a 9 percent premium to its close on Monday.

Jos. A. Bank's shares rose as much as 12 percent on Tuesday to a two-and-a-half year high of $56.91, topping the offer in a sign investors might be expecting a higher bid. Men's Wearhouse shares rose as much as 7 percent to a year-high.

"For the shareholders of Men's Warehouse and for Joseph A. Bank, Christmas has come early. They will see huge benefits to the merging of these two companies," said Jerry Reisman, an M&A expert at law firm Reisman Peirez Reisman and Capobianco LLP.

The combined company would have 1,700 stores that hire tuxedos and sell suits, a scale that has in the past raised antitrust questions about a merger.

The retaliatory offer from Men's Wearhouse, which the company says implies an enterprise value of about $1.2 billion for Jos. A. Bank, follows pressure from its largest shareholder, New York-based hedge fund Eminence Capital LLC.

Eminence, along with other hedge funds that hold about 30 percent of Men's Wearhouse shares, had tried to persuade other investors to pressure the company into accepting the takeover offer from Jos. A. Bank.

"We are pleased to see that the board of Men's Wearhouse agrees with us and recognizes the substantial benefits of merging with Jos. A. Bank," said Eminence Capital Chief Executive Ricky Sandler.

The last person to push Men's Wearhouse to sell itself was its founder, George Zimmer, known to U.S. television audiences for his advertising catch phrase, "You're gonna like the way you look - I guarantee it".

Zimmer was ousted by the board in June after arguing for a sale of the company to an investment group. At the time, he accused the board of trying to silence him for expressing concerns about the direction of a company he founded 40 years ago.

Jos. A. Bank was not immediately available for comment. As of August 3, the company had cash and cash equivalents of about $333.2 million and no long-term debt.

PAC-MAN DEFENSE

The unusual tactic of a target firm turning around to try and buy a previous suitor is known as a Pac-Man defense, named after a 1980s video game where Pac-Man turns on the ghosts trying to kill him.

Men's Wearhouse swiftly rebuffed Jos. A. Bank's offer in October to buy it for $2.3 billion, or $48 per share. Jos. A. Bank walked away from the bid on November 15, although it did not rule out another bid.

In a statement on Tuesday, Men's Wearhouse said it had the "advantage in scale, growth and performance" to combine the two chains.

"We believe we are the right acquirer for this combination and that our experienced management team is best positioned to execute the integration of our companies," said Bill Sechrest, lead director of the board of Men's Wearhouse.

Men's Wearhouse, based in Fremont, California, operates more than 1,100 stores under the Men's Wearhouse, Moores and K&G banners.

Jos. A. Bank, a century-old seller of men's tailored and casual clothing, has more than 600 stores in the United States.

"Men's Wearhouse's leadership was not only personally offended by the efforts of Jos A. Bank to try to take them over, but they see this as an opportunity to strengthen their business by eliminating the competition," said Reisman.

After rejecting the October offer, Men's Wearhouse also adopted a poison pill to prevent a hostile takeover.

It also said at the time that a combination of the two companies raised anti-trust issues.

Men's Wearhouse shares were trading up 5.5 percent at $49.72 on the New York Stock Exchange.