Men’s Wearhouse, Jos. A. Bank talking; sign non-disclosure agreement

Fremont, Calif. -- Men's Wearhouse Inc. and Jos. A. Bank Clothiers Inc. may be inching closer to a deal. Men’s Wearhouse announced that it had reached a nondisclosure agreement with its rival, setting up talks that could lead to a merger of the two retailers. The two firms announced they are exchanging certain confidential information with each other and working in good faith to evaluate a potential combination.



As part of the agreement, Jos. A. Bank submitted a draft of a merger agreement to Men’s Wearhouse.



As previously reported, Men's Wearhouse is prepared to increase its offer price from $63.50 per share, or $1.6 billion, to $65 per share, or $1.78 billion, if Jos. A. Bank can demonstrate or Men's Wearhouse can discover additional value through discussions or limited due diligence. Men's Wearhouse's cash tender offer to acquire all outstanding shares of Jos. A. Bank Clothiers Inc. for $63.50 per share is scheduled to expire at on Wednesday, March 12, 2014, unless the offer is extended. Consummation of the offer is not conditioned upon any financing arrangements or subject to a financing condition.



Men's Wearhouse noted that there can be no assurance that a transaction will result from the discussions with Jos. A. Bank. BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as financial advisors to Men's Wearhouse, and Willkie Farr & Gallagher LLP is serving as legal advisor.