Jos. A. Bank Addresses Claims by Men's Wearhouse

2/5/2014
Jos. A. Bank Clothiers, Inc. sent a letter to Douglas S. Ewert, President and Chief Executive Officer of The Men's Wearhouse, Inc., in response to Ewert's letter dated January 30, 2014.

The text of the letter follows:


We, the directors of Jos. A. Bank Clothiers, Inc., are writing in response to your January 30, 2014 letter. After carefully reviewing your offer with our financial and legal advisors, we continue to believe that your offer to acquire Jos. A. Bank substantially undervalues our company and that your proposal is not in the best interests of our stockholders. Accordingly, we see no benefit in commencing negotiations with Men's Wearhouse.

Your recent letter makes a number of inaccurate and misleading claims. These statements call into question the credibility of Men's Wearhouse's actions in pursuing its offer for Jos. A. Bank:

  --  In opposing our proposal in the fall to acquire Men's Wearhouse, you
      said very clearly that a combination "raises significant antitrust
      concerns." Since making your offer on November 26, 2013 for Jos. A.
      Bank, you have not updated your views regarding the antitrust risk
      Should our stockholders assume that when Men's Wearhouse made its offer
      it still believed a combination raised "significant antitrust concerns"?
      If not, Men's Wearhouse has yet to explain why the antitrust concerns it
      raised just seven weeks before its offer for Jos. A. Bank do not apply
      to its offer for Jos. A. Bank. Your silence has been misleading to both
      Jos. A. Bank and Men's Wearhouse stockholders. We believe you have a
      duty to inform investors whether, based on your knowledge, your offer
      can be approved by the Federal Trade Commission.

  --  After the FTC issued a second request in connection with its antitrust
      review of your offer, you said for the first time, that you had
      "expected" to receive a second request. As you know, it is a very
      serious step for the FTC to issue a second request. Our two companies'
      stockholders should understand that second requests are issued in less
      than 2% of all transactions filed with the government and a high
      percentage of those transactions are never completed. If you were
      expecting a second request, why did you not warn investors that this was
      likely to occur? Had you done so, stockholders could have more fairly
      evaluated the conditionality of your offer and been able to trade in
      shares of Jos. A. Bank and Men's Wearhouse based on full information.


We are also surprised about some of the actions that you accuse us of taking because they are similar to what Men's Wearhouse did when considering our acquisition proposal. Since we assume you believe your own conduct was appropriate, we have to question the credibility of the claims you are now making against us. As with your failure to explain your flip flop about antitrust, there is a lack of candor in your failure to explain why you are criticizing Jos. A. Bank for something that the Men's Wearhouse Board did as well.


  --  For instance, you misleadingly refer to Jos. A. Bank's statements about
      the advantages of "combining" the two companies as a reason why Jos. A.
      Bank should discuss a sale to Men's Wearhouse. As you know, the
      statements you cite were very clearly made in connection with Jos. A.
      Bank's proposal to buy Men's Wearhouse. In fact, Jos. A. Bank has never
      said that a sale of the Company to Men's Wearhouse is advisable. A
      review of our record versus Men's Wearhouse's performance demonstrates
      why. If you really think this distinction is not important, then Men's
      Wearhouse's Board is guilty of the very thing you are now accusing us of
      doing. Remember, your Board steadfastly refused to engage in discussions
      with us even when we indicated a willingness to increase our proposed
      price.

  --  You asked our Board to form a special committee of directors to consider
      your offer, without mentioning that the Men's Wearhouse Board did not
      itself form a special committee to consider Jos. A. Bank's proposal. We
      believe there is no reason to form a special committee. The outside
      directors of Jos. A. Bank, who make up a substantial majority of the
      Jos. A. Bank Board, have played an active role in the Board's
      deliberations and decisions concerning the actions which best serve our
      stockholders. Your suggestion of a conflict is baseless -- Jos. A.
      Bank's entire Board is focused on one thing: pursuing a strategic plan
      that drives stockholder value.


If one reviews the behavior of Men's Wearhouse since it first received Jos. A. Bank's proposal in October 2013, we think there are real questions about whether your Board, together with your largest stockholder, the hedge fund Eminence Capital, are pursuing an acquisition of Jos. A. Bank for reasons that are very different from what is in the interests of our stockholders. The facts raise questions about whether your directors and management made the offer for Jos. A. Bank in order to avoid a proxy fight by Eminence that, if successful, threatened the Board's status and management's jobs. When Men's Wearhouse rejected our acquisition proposal, Eminence threatened to wage a proxy fight against Men's Wearhouse. Facing this pressure, Men's Wearhouse did an abrupt about face and launched its offer for Jos. A. Bank. Then, shortly after Men's Wearhouse made its offer, Eminence dropped its proxy fight threat against Men's Wearhouse's directors.

In the case of Eminence, we believe it has been arguing first for Jos.
A. Bank's acquisition of Men's Wearhouse and then Men's Wearhouse's acquisition of Jos. A. Bank in order to avoid a potentially large loss on its high-risk arbitrage play -- buying Men's Wearhouse shares betting that a deal would happen. If no deal happens and if the trading price of Men's Wearhouse's shares drop, Eminence could incur substantial losses for its investors on the Men's Wearhouse shares it recently acquired. When Eminence now says it supports Men's Wearhouse's offer, we wonder whether its principal concern is the serious damage it could suffer to its own business and reputation if it loses money on its risky investment in Men's Wearhouse shares.

We continue to take our fiduciary duties to our stockholders very seriously. As we have stated consistently, our Board is engaged in a careful and thorough process to determine the best strategic alternative to maximize value for all of our stockholders. Given the fact that the Men's Wearhouse's tender offer does not expire until March 28, 2014, and given the uncertain delay involved in responding to the second request from the FTC, our Board's thoughtful process is causing Men's Wearhouse no delay whatsoever.

We will not compromise on devoting the necessary time and effort to exercising our best business judgment on behalf of the Jos. A. Bank stockholders.


                            Very truly yours,


/s/ Robert N. Wildrick, Chairman of the Board, Jos. A.
Bank Clothiers, Inc.

/s/ Andrew A. Giordano, Lead Director, Jos. A. Bank Clothiers, Inc.

/s/ Byron L. Bergren, Director, Jos. A. Bank Clothiers, Inc.

/s/ R. Neal Black, Director, Jos. A. Bank Clothiers, Inc.

/s/ James H. Ferstl, Director, Jos. A. Bank Clothiers, Inc.

/s/ William E. Herron, Director, Jos. A. Bank Clothiers, Inc.

/s/ Sidney H. Ritman, Director,Jos. A. Bank Clothiers, Inc.
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