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The Deal: Jos. A. Bank Rejects Men's Wearhouse Defensive Bid

Tickers in this article: JOSB MW

NEW YORK (The Deal) -- Jos. A. Bank Clothiers  on Monday, rejected the $1.54 billion offer from The Men's Wearhouse , saying the offer from its peer and once-target was too low.

Men's Wearhouse, of Houston, made its initial $55 per share proposal for its former suitor on Nov. 26 in a deal valued at approximately $1.2 billion.

Jos. A. Bank chairman Robert Wildrick, noting that the proposed acquisition price undervalues the company said in a Monday statement that "we continue to review acquisition opportunities that would represent a strong strategic fit with our Company and provide an opportunity to leverage our core competencies to drive meaningful growth."

The larger retailer's $55 per share bid represented a 9% premium over Jos. A. Bank's closing share price on Nov. 25, the day prior to the proposal. The offer was valued at 9.1 times trailing 12-month Ebitda.

Men's Wearhouse's Pac-Man defense move followed a $48 per share bid from Jos. A. Bank to acquire former. That deal, valued at about $2.3 billion, ultimately expired on Nov. 15 after Men's Wearhouse wouldn't even come to the negotiation table.

Hampstead, Md.-based Men's Wearhouse has been under pressure to sell itself from activist hedge fund Eminence Capial LLC, which owns about 9.8% of the retailer's outstanding stock.

After Men's Wearhouse let the offer from its smaller peer expire in Novemeber, the investor called for a special meeting of the retailer's shareholders, which has ultimately been scheduled for Feb. 14.

And while Wildrick didn't say whether one of those opportunities might include more talks with its erstwhile target, sources previously told The Deal that both companies may now be willing to, at the least, sketch out the outlines of a deal.

If the two peers ultimately do join forces, the merged company would generate an excess of $3.5 billion in pro forma sales across more than 1,700 stores, Men's Wearhouse previously said.

A Bank of America Merrill Lynch team consisting of Steven Baronoff, Blake Hallinan and David Finkelstein joined with JPMorgan Securities LLC and Willkie Farr & Gallagher LLP partners Steven Seidman, Michael Schwartz and Laura Delanoy to advise Men's Wearhouse on its offer.