Men’s Wearhouse ups the ante

Just a little more than a week after Jos. A. Bank announced its intentions of acquiring Eddie Bauer, Men’s Wearhouse has upped the ante.

Men’s Wearhouse has increased its purchase offer for Jos. A. Bank to $63.50 per share, or about $1.78 billion, from $57.50 per share, or about $1.6 billion. It will go even higher — to $65 a share, or about $1.82 billion — if Jos. A. Bank agrees to halt that acquisition and lets Men’s Wearhouse conduct limited due diligence.

Jos. A. Bank made public its intention to purchase Eddie Bauer for $825 million Feb. 14, but reserved the right to terminate the deal if a superior transaction emerged.

Men’s Wearhouse’s latest offer is good until 5 p.m. EST March 12, the company said in a statement.

Men’s Wearhouse has also filed suit against the directors on the Jos. A. Bank board, Golden Gate Private Equity, Everest Topco LLC, Everest Holdings LLC and Jos. A. Bank. The company alleges that Jos. A. Bank “breached its fiduciary duties by adopting a series of unreasonable, shareholder unfriendly and illegal defensive measures designated to thwart the Men's Wearhouse tender offer.”

"We urge the Jos. A. Bank board of directors to immediately engage in negotiations with Men's Wearhouse so we can capitalize on the opportunity we have to enter into a transaction that creates significant value for shareholders of both companies,” said Doug Ewert, president and CEO of Men's Wearhouse. “Our increased cash offer would provide Jos. A. Bank shareholders with a substantial premium and immediate and certain value, and we are prepared to further increase our offer price on the basis of limited due diligence. Moreover, as part of those negotiations, we would be willing to discuss offering Jos. A. Bank shareholders the opportunity to participate in the upside of a combination through an election to receive Men's Wearhouse stock for a portion of the consideration we are offering.”

Meanwhile, Eminence Capital LLC, which owns 4.9% of the common stock of Jos. A. Bank, has issued a statement in support of the new offer by The Men's Wearhouse for the company. The statement, attributed to Eminence CEO Ricky C. Sandler, says that combining the two companies the best outcome for all shareholders.

"We have maintained all along that the combination of these two great companies is the best outcome for all shareholders,” said the statement. “We believe this offer clearly represents a superior alternative for Jos. A. Bank shareholders compared to remaining independent and acquiring Eddie Bauer. If the Board of Jos. A. Bank properly fulfills its fiduciary duty, we expect it will come to the conclusion that it should accept this offer to merge with Men's Wearhouse and move ahead with the limited confirmatory due diligence requested by Men's Wearhouse to solidify $65 per share offer price."