Ricky Sandler’s Eminence Capital, which holds a significant activist stake in The Men’s Wearhouse, Inc. (NYSE:MW), expressed, in a statement, its support regarding the company’s intention to acquire Jos. A. Bank Clothiers Inc (NASDAQ:JOSB). The Men’s Wearhouse recently upped its bid for acquisition of Jos. A. Bank to $1.61 billion, which accounts for $57.50 per share, from $1.54 billion proposed earlier.
At the same time, Eminence stated that it delivered a letter to the board of Jos. A. Bank Clothiers Inc (NASDAQ:JOSB), asking it to consider negotiating in good faith and try to find a business combination that will bring more value for its shareholders. The fund has also required the Board of the company not to take any actions that might put in danger the merger with The Men’s Warehouse, such as signing another agreement that might affect the deal. The fund plans to file a complaint in the Court of Chancery of the State of Delaware in order to prevent Jos A. Bank from continuing to breach their fiduciary duties by refusing to discuss with The Men’s Wearhouse, Inc. (NYSE:MW) and trying to prevent the transaction.
Eminence Capital holds a 9.9% stake in The Men’s Wearhouse, Inc. (NYSE:MW), which amasses around 4.68 million shares. Eminence revealed the stake earlier in November, following which the fund started to pursue the merger between Men’s Warehouse andJos. A. Bank Clothiers Inc (NASDAQ:JOSB), in which it holds a 4.9% stake.
At the same time, in the letter sent to Jos. A. Bank Clothiers Inc (NASDAQ:JOSB), Eminence said that it plans to nominate two individuals to be elected to to the company’s board at the next shareholders meeting.
“We are very encouraged by The Men’s Wearhouse, Inc.’s (MW) decision to submit its own slate of nominees for the JOSB 2014 annual meeting. We want it to be very clear that we intend to support MW’s nominees and we plan to withdraw our nominees if those proposed by MW are still in the running at the time of the JOSB annual meeting. However, given that JOSB’s nomination window will be closing soon, we feel compelled to submit our own slate at this time to ensure both that JOSB is pursuing the combination with MW as vigorously as possible, and that JOSB directors will be held accountable if they approve an alternative transaction or cause JOSB to take other action before the annual meeting that would frustrate a transaction with MW,” Mr. Sandler said in the letter.