Bank shareholder nominates outside directors

Eminence names industry veterans to push Men's Wearhouse deal

January 21, 2014|The Baltimore Sun

Continuing to push Jos. A. Bank Clothiers to talk merger with Men's Wearhouse, a large shareholder identified the two men it has nominated to the Hampstead-based retailer's board.

Eminence Capital LLC, a New York hedge fund that owns 4.9 percent of Bank's outstanding shares, announced Tuesday that it nominated two retail veterans to the retailer's board. They are Bruce J. Klatsky, former chairman of Phillips-Van Heusen Corp., and Norman S. Matthews, former president of Federated Department Stores.

The nomination of outside directors is a direct challenge to Bank's leadership. The two Bank directors whose terms expire in 2014 are Robert N. Wildrick, chairman of the retailer's board, and R. Neal Black, the retailer's president and CEO.

Eminence also sued Bank last week in Delaware Chencery Court in an attempt to force it to negotiate with Men's Wearhouse, which launched a $1.61 billion hostile takeover offer for Bank earlier this month.

Bank started the takeover battle last fall when it offered to buy Houston-based Men's Wearhouse for $2.3 billion to create a men's apparel behemoth with 1,700 stores. Men's Wearhouse spurned that bid, but countered with an offer to buy Bank in November that it too rejected.

Then Men's Wearhouse appealed directly to Bank shareholders, offering $57.50 a share cash for their stock. The hostile tender offer expires March 28. On Friday, Bank advised shareholders to reject the offer calling it inadequate and saying it undervalues the company.

Bank shares closed down 69 cents, to $55.80 on Tuesday.

As part of its hostile offer, Men's Wearhouse also nominated two independent directors to for election to Bank's board at its 2014 annual meeting — John D. Bowlin, the former CEO of Miller Brewing Co., and Arthur E. Reiner, the former CEO of Finlay Fine Jewelry, which operated in department stores.

Eminence, which also owns 9.9 percent of Men's Wearhouse, said it would withdraw its nominees if the Men's Wearhouse nominees remain in the running at the meeting, which has not been scheduled.

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