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Hedge Fund Not Fond of Jos. A. Bank's Hail Mary Pass

By Rich Duprey - Feb 20, 2014 at 10:00AM

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Eminence Capital views acquisition as a management entrenchment plan.

Hedge fund Eminence Capital, which stands to lose a bundle if the Men's Wearhouse (TLRD) takeover bid for Jos. A. Bank (NASDAQ: JOSB) doesn't go through, is unsurprisingly not enamored of the latter's own plan to buy outdoor apparel retailer Eddie Bauer. The private equity firm fired off a letter to Bank's board of directors earlier this week accusing it of using "desperate tactics" to thwart the merger with its peer while protecting management's paycheck.

Source: Jos. A. Bank.

Jos. A. Bank is buying Eddie Bauer for $850 million. The deal is somewhat risky in that Eddie Bauer is in turnaround mode after having gone bankrupt a few years back and has little overlap with the men's suit business that is Bank's specialty, but it also opens Bank up to women's lines that it hasn't been able to tap before. Still, analysts prefer the synergies that would be delivered by merging the similar men's apparel companies, an effort that Bank actually started last October by offering to buy Men's Wearhouse, leading to a game of tit-for-tat between the two. It may be, though, that while such a merger neatly compartmentalizes the two players, it doesn't provide much in the way for more growth.

In announcing the Bauer deal on Friday, Bank said it considered several other strategic alternatives, including selling to Men's Wearhouse, but ultimately felt this purchase would enhance shareholder value best while offering the greatest opportunity for long-term growth.

NPD Group has said sales of tailored clothes for men jumped 6% higher over the first six months of 2013, outpacing the 2.1% gain in women's fashion, with suit separates driving 55% higher and sports coats rising 14% during the period. So sewing together Jos. A. Bank and Men's Wearhouse has some merit, but outdoor apparel may be the bigger opportunity.

It's not just TV shows like Duck Dynasty that underscore the popularity of the outdoor sporting lifestyle. Under Armour, for example, has said it expects its men's division to grow revenue by 56% to $1.5 billion by 2016, and anticipates women's growth to nearly double to $960 million. VF, which reported earnings last week, was able to prop up its results based on the strength of its outdoor brands, including Nautica and Vans. Its purchase of Timberland a few years back is also paying off, as that brand saw revenue increase 13% in the quarter.

Source: Under Armour.

Eminence Capital, though, believes Jos. A. Bank has overpaid for its new opportunity, paying 14 times Bauer's trailing EBITDA and 19 times operating earnings, which is almost double Bank's own multiple. In the letter, it charged that management wants "shareholders to close our eyes" and wish for miracles to happen.

Although Jos. A. Bank has had no comment about the hedge fund letter, previously it said the sole reason Eminence Capital supports Men's Wearhouse's offer is to protect the arbitrage play it made that would result in substantial losses if the deal didn't go through. The Men's Wearhouse bid did have the support of some other large shareholders whose total stock ownership in Jos. A. Bank totaled around 17%, but Men's Wearhouse now must decide whether it wants to raise its offer.

Earlier in this long, twisted tale, Men's Wearhouse said it would be willing to raise the bid if it could conduct some due diligence on its rival, and Jos. A. Bank has left itself an out for killing the Bauer deal if someone comes through with a higher buyout price. All of which suggests this war of attrition between these competing factions is not by any means over.

Rich Duprey has no position in any stocks mentioned. The Motley Fool recommends and owns shares of Under Armour. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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