Jos. A. Bank Cuts "Poison Pill" Trigger to 10%

Gearing up for a possible proxy fight with rival Men's Wearhouse.

Associated Press
Associated Press
Jan 3, 2014 at 11:03AM
Consumer Goods

HAMPSTEAD, Md. (AP) -- Jos. A. Bank is cutting the ownership threshold of its "poison pill" to a 10% stake from 20% as it gears up for a possible proxy fight with rival Men's Wearhouse.

The retailer said Friday that it amended its shareholder rights plan so it had the same triggering ownership threshold as Men's Wearhouse's shareholder rights plan. Such a plan is designed to shield a company from a hostile takeover attempt.

The two companies have been circling each other for months.

In September, a few months after Men's Wearhouse ousted its founder and chairman, George Zimmer, Jos. A. Bank Clothiers offered to buy its larger rival for $2.3 billion, or $48 per share. Men's Wearhouse turned down that offer, and after Jos. A. Bank dropped the bid, Men's Wearhouse turned the tables with its own bid, for $1.54 billion, or $55 per share.

Then in late December, Jos. A. Bank rejected the takeover offer from Men's Wearhouse, saying the $1.54 billion bid was too low. Men's Wearhouse responded by saying that it would "carefully consider all of our options to make this combination a reality." That could include launching a proxy battle and nominating director candidates at Jos. A. Bank's next annual meeting.

Jos. A. Bank has said that it will continue to look into acquisition opportunities that would create value for its shareholders.

Hampstead, Md.-based Jos. A. Bank sells men's tailored and casual clothing and shoes. It's known for ads that say consumers can buy one suit or sport coat and get three for free. Fremont, Calif.-based Men's Wearhouse sells men's clothing and suits through its namesake chain of stores, as well as Moores and the K&G retail chain. Recently, the company has been going after younger shoppers with suits with slimmer silhouettes.