Eminence had been pushing for a deal and filed a suit in Delaware to force Bank to consider the Men's Wearhouse bid and block Bank from acquiring another retailer to derail the takeover.

Black said Bank has been concerned that Eminence is "trying to play both sides," and is focused on its portfolio, rather than Bank shareholders as a whole.

"We know of no better offers or other potential transactions that would be better for our shareholders today," Black said. "If something better does appear, the board will do its fiduciary responsibility to consider that."

Isberg said Bank's self-tender offer, which gives a better price per share than the Men's Wearhouse deal, "gives Eminence something else to think about."

"The No. 1 benefit here is they have some flexibility," he said of Bank. "They've created some interesting twists for some of the institutional shareholders."

Combined, Bank predicted the two retailers would have more than $2.1 billion in sales. Bauer sells its goods in about 370 mall-based stores and outlets, as well as online.

The company was established in 1920 as a Seattle sporting goods store by Eddie Bauer. In the 1930s, he patented a regulation badminton shuttlecock that remains the game's standard, then created a quilted down jacket, a design copied today by countless brands. During World War II, Eddie Bauer supplied the military and built a national appeal that he capitalized on as a catalog retail operation.

Bauer retired in 1968 as the retailer began expanding outside Seattle and shifting to more of a lifestyle brand. General Mills bought the growing retailer in 1971, and Spiegel Inc. bought it in 1988. After tumbling into bankruptcy in 2003, Spiegel sold off all assets save Eddie Bauer.

But the new Eddie Bauer struggled, and as the recent recession cut consumer spending, it filed for bankruptcy again in 2009. Golden Gate Capital, which focuses on specialty retail, acquired the retailer at auction.

"We are very proud of what we have achieved by refocusing Eddie Bauer on its heritage in serving outdoor enthusiasts and leveraging innovation and product expertise. We feel confident that our growth and success will continue as part of Jos. A. Bank," Eddie Bauer CEO Mike Egeck said in a statement.

Black said the two companies target similar customers and trade on similar "heritage."

If the deal goes through, Bank and Bauer would retain their identities, with separate headquarters in Maryland and the Seattle area, respectively. Black said growth from the combined companies will lead to net job gain.

"Most customers in the end won't really perceive that we're owned by the same company," he said. "The financial side of it won't be apparent."

Acquiring Bauer would also create $25 million in infrastructure "synergies," according to a Bank presentation for investors. For example, Black said, Bank brings expertise in real estate, but it can learn from Bauer's international presence and brand licensing arrangements.

Bank approached Golden Gate about buying Bauer as early as 2012, Black said, but the San Francisco firm wasn't ready to sell. Unconfirmed reports of the deal surfaced two weeks ago.

At the end of the day, Reisman said the big winner will be Golden Gate, which bought Bauer for $286 million and receives a multimillion-dollar fee, regardless of whether the acquisition goes through.

"Not a bad day's work," he said.



By the numbers