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Jos. Bank to be acquired by Men's Wearhouse for $1.8 billion

ShareholdersMergers, Acquisitions and TakeoversLeveraged BuyoutsMen's Wearhouse Inc.Restructuring and RecapitalizationAntitrust Issues

Jos. A. Bank Clothiers finally liked the look of Men's Wearhouse's takeover offer as the Hampstead-based retailer accepted a $1.8 billion buyout Tuesday.

The deal would pay Bank's stockholders $65 a share cash, $10 more than Men's Wearhouse initially offered in November, but their gain could mean more job losses in Maryland, where Bank traces its roots to 1905.

The combination of the nation's two biggest men's apparel specialty chains would create a $3.5 billion retail powerhouse with 1,700 stores across the United States and about 23,000 employees that analysts said could compete better with department stores and online sellers.

Men's Wearhouse said it would keep the Jos. A. Bank brand, and Bank terminated its recent agreement to acquire outdoor apparel retailer Eddie Bauer.

The deal ends months of acrimonious tug of war between the two rivals that started when Bank made a surprise $2.3 billion offer to buy Houston-based Men's Wearhouse in September. Spurning Bank's overtures, Men's Wearhouse turned the tables and moved to buy Bank in a series of bids that turned hostile in January.

Leaders of both companies struck much friendlier tones Tuesday after their boards of directors approved the transaction.

Men's Wearhouse CEO Doug Ewert said his chain has "great respect for the Jos. A. Bank management team and is eager to work with Jos. A. Bank's talented employees. Together, Men's Wearhouse and Jos. A. Bank will have increased scale and breadth, and Jos. A. Bank's strong brand and complementary business model will broaden our customer reach."

Bank Chairman Robert N. Wildrick said the retailer's board has been focused on finding a strategic alternative that would maximize value for shareholders.

"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," Wildrick said.

Bank's shares rose nearly 4 percent Tuesday, closing at $64.22.

While the higher price is a boon to shareholders, it will bring increased pressure to trim expenses, said Steven Isberg, a finance professor at the University of Baltimore's Merrick School of Business.

"This is a much higher price than originally talked about, and they will not make it back through revenue enhancements," he said.

Isberg said all business processes will be on the table for being eliminated, from back-office operations to the supply chain, including reducing the number of distribution faculties.

"To generate the value they're paying, they're going to have to create some significant cost reductions, more significant than the earlier proposal," he said.

The companies expect expense savings of $100 million to $150 million over three years. The savings are expected to come from more efficient merchandise buying, improved customer service and marketing, and streamlining of corporate functions, they said.

Jos. A. Bank employs about 780 people in Carroll County between its headquarters and three distribution centers, making it the county's fourth-largest employer behind the school system and two hospitals.

It could be months before any decisions are made about the fate of those facilities. Any big changes would be unlikely before the deal closes, which is expected by the third quarter, analysts said.

State economic development officials said Tuesday that it is too early to know how the acquisition might impact Maryland jobs.

"We are hopeful that it will not have an impact and that those jobs will remain in Maryland," said Karen Glenn Hood, a spokeswoman for the state Department of Business and Economic Development. "We just don't have those details."

Consumers probably won't see significant changes.

"There will be no rebranding or remodels required — Jos. A. Bank's store banner will remain in place," the companies said.

Still, the merger could be tricky, analysts said, as the retailer navigates an increasingly competitive retail climate while trying to become more efficient and combine two disparate corporate cultures yet retain brand identity and customer loyalty.

"They speak to two different types of customers," said Christine Carter, president of Baltimore-based Epps Consulting, a retail marketing firm. "Jos. A. Bank has more of a mom-and-pop feel, even though it's national, and more intimate relationships, where Men's Wearhouse comes across as a big box, one-size-fits all retailer. The challenge will be retaining the Jos. A. Bank customers."

A big challenge will be avoiding losing loyal customers who might perceive the merger as eliminating the brand they favor, said Roy DeYoung, senior vice president for Paradysz PM Digital, a New York-based marketing firm.

"There could be some customer apprehension about why are they doing this to my brand?" he said. "They're going to need to make a statement real soon to the customers — why we did the deal, what's in it for you, and join us in celebrating. They don't want an exodus."

DeYoung said that while a combined chain can expect a bigger share of the growing men's apparel market, it still faces stiff competition, not only from traditional department stores but from a growing number of online-only and catalog retailers.

Each chain will benefit from the other's strengths, said Mark Montagna, a senior research analyst with Avondale Partners LLC, a Nashville-based investment bank. Bank will get a boost for its tuxedo rental business, while Men's Wearhouse will get the advantage of lower costs and higher quality in sourcing products.

The deal still must be approved by shareholders and will get an antitrust review.

"It's a slam dunk — shareholders will approve this," Montagna said. "I think it's a good deal. It's a positive for shareholders of both companies."

Montagna said he doubted that the merger would be held up by antitrust issues because the combined company would represent only about 5 percent of the total menswear business.

"You have to look at the total pie, and when you look at it from that perspective, it's not that big a deal," Montagna said.

Still, Montagna wondered, "Will the two sides get along after such public animosity?"

Bank started the takeover war in September when it offered to buy Men's Wearhouse with the help of a $250 million investment from Golden Gate Capital, the owner of Eddie Bauer. Men's Wearhouse twice rejected Bank, which withdrew its offer.

Men's Wearhouse countered with a bid to buy Bank for $55 a share, or $1.2 billion. After Bank rejected its overtures, Men's Wearhouse went hostile in January, offering to buy Bank shares directly from shareholders for $57.50 a share.

Bank said no thanks, and agreed in February to buy Eddie Bauer in an $825 million cash-and-stock deal. As part of that deal, Bank had said it would buy back up to $300 million of its shares for $65 each.

"Bank basically communicated that was the price they wanted when they made the offer for Eddie Bauer," Isberg said. "They were naming their own price and [going through] the back door into Men's Wearhouse. It was a clear message that we're worth $65 a share, and that's what they ended up agreeing to."

But there was still jockeying to do. Men's Wearhouse increased its hostile tender offer to $63.50 a share in late February and Bank again said no, but added that it would be willing to talk about a higher offer.

The sides finally started negotiating last week and quickly reached a deal.

One analyst likened the prolonged public feud to a reality show.

"This merger should come with its own camera crew and Sunday evening time slot on Bravo," Carter said. "They're still retail companies that need to operate, and now they need to operate as one unit."

lorraine.mirabella@baltsun.com

Copyright © 2014, The Baltimore Sun
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ShareholdersMergers, Acquisitions and TakeoversLeveraged BuyoutsMen's Wearhouse Inc.Restructuring and RecapitalizationAntitrust Issues
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