The transaction, which is expected to close by the third quarter of 2014, is subject to satisfaction of customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Act.A  Both Men's Wearhouse and Jos.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. Bank Clothiers (JOSB) today announced that they have entered into a definitive agreement under which Men's Wearhouse (MW) will acquire all of the outstanding shares of common stock of Jos. Bank's Board of Directors unanimously determined that the definitive merger agreement with Men's Wearhouse and the terms ofA the Men's WearhouseA tender offer are fair to and in the best interests of Jos. Bank Clothiers, Inc., established in 1905, is one of the nation's leading designers, manufacturers and retailers of men's classically-styled tailored and casual clothing, sportswear, footwear and accessories. Bank and Men's Wearhouse obtained or created certain information used in this press release from research, surveys or studies conducted by third parties, information provided by customers, and industry or general publications. Bank is not accepting for payment any shares that have been tendered, and such shares will be returned, without expense, to holders who have tendered such shares (or, in the case of shares tendered by book-entry transfer through the DTC, such shares will be credited to the appropriate account maintained with the DTC).
Bank, said, "Our Board has been rigorously focused on pursuing a path for our shareholders that maximizes value creation.A  We have been committed to pursuing a range of strategic alternatives to achieve that goal. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable but do not guarantee the accuracy and completeness of such information. Bank to disclose material information under the federal securities laws, neither Men's Wearhouse nor Jos. The tender offer consideration of $65.00 in connection with the Eddie Bauer (EBHI) transaction will not be paid or become payable to any holders of shares pursuant to the offer by Jos.


The transaction we are announcing today clearly reflects the success of our efforts, providing a substantial premium over any price at which our stock has ever traded, including a 56% premium since our interest in Men's Wearhouse became public last October, and allowing our shareholders to receive immediate consideration for their holdings.A  On behalf of our Board and management team, I would like to express our deep appreciation to our employees for their hard work in making Jos. We have not independently verified the information and data in such research, surveys, studies, information and publications, and we do not make any representation as to the accuracy of such information. Bank is also withdrawing its previously announced tender offer to purchase for cash up to $300 million in value of its common stock.
BANK ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Bank A that is required to be mailed to stockholders will be mailed to stockholders of Jos.
This press release contains forward-looking statements and information about our current and future prospects and our operations and financial results, which are based on currently available information. The forward-looking statements include assumptions about our operations, such as cost control, market conditions, liquidity and financial condition. Bank's common stock, including the condition that a minimum number of shares be tendered and not withdrawn, are not satisfied or waived by Men's Wearhouse, (3) the possibility that the expected benefits from the proposed transaction will not be realized within the anticipated time period, (4) the risk that regulatory or other approvals required for the transaction are not obtained, (5) the risks related to the costs and difficulties related to the integration of Jos.
Bank's closing share price on October 8, 2013, the day prior to the public announcement of Jos.
Bank's respective filings with the SEC.A  Please read the "Risk Factors" and other cautionary statements contained in those filings.
Bank or DTC and, if tendered, such shares will not be accepted and will be promptly returned to the tendering shareholder.


Bank and Men's Wearhouse believe presentation of this non-GAAP financial measure is (i) helpful to management in evaluating the proposed transaction and (ii) useful to investors in connection with their financial analysis. Bank's business and operations withA Men's Wearhouse'sbusiness and operations, (6) the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, (7) unexpected costs, charges or expenses resulting from the transaction, (8) litigation relating to the transaction, (9) the inability to retain key personnel and (10) the possible disruption that may be caused by the transaction to the business and operations of Men's Wearhouse and its relationships with customers, employees and other third parties. Bank's proposal to acquire Men's Wearhouse.A  Further, the transaction represents a 10x enterprise value to last twelve months ("LTM") Adjusted EBITDA[1]A  multiple (assuming an estimated $137 million of Adjusted EBITDA for Jos. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, results prepared in accordance with GAAP.
Bank's financial condition and results of operations could be materially adversely affected.
The transaction is subject to certain closing conditions, including the valid tender of sufficient shares, which, when added to shares owned by Men's Wearhouse and its affiliates, constitute a majority of the total number of common shares outstanding on a fully-diluted basis. Bank and Men's Wearhouse reconcile these non-GAAP financial measures to net income, please see the appendix to this press release. Bank free of charge by directing a request to the Company's Investor Relations Department, Jos.



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