8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2013

The Men’s Wearhouse, Inc.

(Exact name of registrant as specified in its charter)

Texas	1-16097	74-1790172
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

6380 Rogerdale Road
Houston, Texas	77072
(Address of principal executive offices)	(Zip Code)

281-776-7000

(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Cautionary Statement Regarding Forward-Looking Statements

Any forward-looking statements made in this communication reflect Men’s Wearhouse’s current views with respect to future events and financial performance and are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements may be significantly impacted by various factors, including, but not limited to: actions by governmental entities, domestic and international economic activity and inflation, success, or lack thereof, in executing the Company’s internal operating plans and new store and new market expansion plans, including successful integration of acquisitions, performance issues with key suppliers, disruption in buying trends due to homeland security concerns, severe weather, foreign currency fluctuations, government export and import policies, aggressive advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon the Company’s ability to continue to identify and complete successful expansions and penetrations into existing and new markets and the Company’s ability to integrate such expansions with its existing operations.  These statements also include assumptions about our offer to acquire Jos. A. Bank (including its benefits, results, effects and timing) that may not be realized.  Risks and uncertainties related to the proposed transaction include, among others: in the event a definitive transaction agreement is executed, the risk that Jos. A. Bank’s shareholders do not approve the transaction; uncertainties as to the timing of the transaction; the risk that regulatory or other approvals required for the transaction are not obtained,  the risk that the other conditions to the closing of the transaction are not satisfied; and, in the event the transaction is consummated, risks related to the costs and difficulties related to the integration of Jos. A. Bank’s businesses and operations with Men’s Wearhouse’s business and operations; the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction; unexpected costs, charges or expenses resulting from the transaction; litigation relating to the transaction; and the inability to retain key personnel.  Other factors that may impact the forward-looking statements are described in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2013 and quarterly reports on Form 10-Q.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.  Men’s Wearhouse is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.

Item 7.01 Regulation FD Disclosure.

On or after the date hereof, in connection with the Proposal (as defined below) made by The Men’s Wearhouse, Inc. (the “Company”) to Jos. A. Bank Clothiers, Inc. (“Jos. A. Bank”), the Company will make presentations using the slides attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Presentation”).  The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to certain shareholders of Jos. A. Bank or the Company and others.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time.  The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The Investor Presentation includes financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). A reconciliation of the Non-GAAP Financial Measures included in the slides to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, is included as an appendix to the Investor Presentation furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the Investor Presentation slides, among other places, to its comparable financial measures on a GAAP basis. The Company believes that the Non-GAAP Financial Measures provide investors the ability to evaluate financial performance in a way that is comparable to measures reported by other retailers and is useful for management and investors in evaluating the proposed transaction.

The information presented in Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished under Item 7.01 pursuant to Regulation FD and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed

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incorporated by reference in any filing under the Securities Act of 1933 or the Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On November 26, 2013, the Company issued a press release announcing that a non-binding proposal to acquire all of the outstanding shares of Jos. A. Bank common stock for $55.00 per share in cash (the “Proposal”) was submitted by the Company to Jos. A. Bank’s Board of Directors on November 26, 2013.  A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The press release includes Non-GAAP Financial Measures. A reconciliation of the Non-GAAP Financial Measures included in the press release to financial information prepared in accordance with GAAP, as required by Regulation G, is included as an appendix to the Investor Presentation furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the press release, among other places, to its comparable financial measures on a GAAP basis. The Company believes that the Non-GAAP Financial Measures provide investors the ability to evaluate financial performance in a way that is comparable to measures reported by other retailers and is useful for management and investors in evaluating the proposed transaction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included in this Form 8-K:

99.1Presentation Regarding a Proposal for Jos. A. Bank dated November 26, 2013.

99.2Press Release of the Company dated November 26, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MEN’S WEARHOUSE, INC.
Date: November 26, 2013		By:	/s/ Kelly M. Dilts
			Kelly M. Dilts
		Senior Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Presentation Regarding a Proposal for Jos. A. Bank dated November 26, 2013.
99.2	Press Release of the Company dated November 26, 2013.

5

EX-99.1

Exhibit 99.1

Presentation Regarding a Proposal for Jos. A. Bank November 26, 2013

Cautionary note regarding forward-looking statements This presentation contains forward-looking information. Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be significantly impacted by various factors, including, but not limited to: actions by governmental entities, domestic and international economic activity and inflation, success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, including successful integration of acquisitions, performance issues with key suppliers, disruption in buying trends due to homeland security concerns, severe weather, foreign currency fluctuations, government export and import policies, aggressive advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations. These statements also include assumptions about our offer to acquire Jos. A. Bank (including its benefits, results, effects and timing) that may not be realized. Risks and uncertainties related to the proposed transaction include, among others: in the event a definitive transaction agreement is executed, the risk that Jos. A. Bank’s shareholders do not approve the transaction; uncertainties as to the timing of the transaction; the risk that regulatory or other approvals required for the transaction are not obtained, the risk that the other conditions to the closing of the transaction are not satisfied; and, in the event the transaction is consummated, risks related to the costs and difficulties related to the integration of Jos. A. Bank’s businesses and operations with Men’s Wearhouse’s business and operations; the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction; unexpected costs, charges or expenses resulting from the transaction; litigation relating to the transaction; and the inability to retain key personnel. Other factors that may impact the forward-looking statements are described in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2013 and Forms 10-Q. Men’s Wearhouse is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise. For additional information on Men’s Wearhouse, please visit the Company’s websites at www.menswearhouse.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk. 2

Transaction summary Compelling strategic and financial opportunity Why Men’s Wearhouse is the right acquiror Agenda

The Men’s Wearhouse and Jos. A. Bank combination: compelling strategic rationale In considering Jos. A. Bank’s earlier proposal to acquire Men’s Wearhouse, the Board of Directors of Men’s Wearhouse firmly concluded that the interests of our shareholders are best served through the execution of our strategic plan by our management team As we evaluated our alternatives, we carefully analyzed the Jos. A. Bank business, concluded that a combination of the two businesses has compelling strategic rationale, and have specific ideas on how to better position the Jos. A. Bank brand and business in the market and operate in a more efficient manner We are excited to submit a proposal to acquire Jos. A. Bank in an all-cash transaction that has the potential to deliver substantial benefits to our respective shareholders, employees and customers Given our advantage in scale, growth and performance, we believe a combination between Men’s Wearhouse and Jos. A. Bank is best facilitated under our leadership: Larger company acquiring the smaller, which is typical in a strategic combination of this nature Substantially lower leverage affords both brands the operational flexibility to execute on their strategic plan Not subject to costly third-party equity financing, retaining the value of a combination for our shareholders Transaction execution and integration led by a management team with a proven track record of executing strategic acquisitions We believe there are a number of strategic benefits in the combination, including improved purchasing efficiencies, optimization of customer service and marketing practices and rationalization of duplicative operating functions 4

Transaction highlights Consideration Valuation & Premium Significant Synergies Accretion Financing All-cash offer of $55.00 per share for all Jos. A. Bank shares Implied Enterprise Value of approximately $1.2 billion (1) 9.1x Implied Enterprise Value to LTM Adjusted EBITDA (2), a significant premium to Jos. A. Bank’s proposal for Men’s Wearhouse 45% premium to Jos. A. Bank’s unaffected enterprise value (1) and 32% premium to Jos. A. Bank’s closing share price as of October 8, 2013, the day prior to Jos. A. Bank’s public proposal to acquire Men’s Wearhouse As Jos. A. Bank’s $333 million cash balance (1) represents a significant portion of its equity value at approximately $11.90 per share, or 29% of the unaffected market capitalization (1), we believe a premium to enterprise value represents the most meaningful measure of the value being offered to Jos. A. Bank shareholders, paying a premium for the operating business and valuing the Jos. A. Bank cash dollar for dollar This represents a slightly higher premium than Jos. A. Bank’s proposal for Men’s Wearhouse $100 - $150 million of run-rate annual synergies realized over 3 years Substantially accretive to Men’s Wearhouse’s earnings in year 1 (20%+) Proposal not conditioned on financing Transaction will be financed through cash on hand and debt financing Men’s Wearhouse’s offer does not require any costly third-party equity investment Pro forma debt / LTM Adjusted EBITDA of ~2.8x (3) Source: Public filings. Assumes approximately 28 million shares outstanding and $333 million of cash, cash equivalents and short-term investments on balance sheet as of August 3, 2013 per Jos. A. Bank public filings. Based on LTM Adjusted EBITDA of $133 million as of August 3, 2013 per Jos. A. Bank public filings. See Appendix for calculation and GAAP Reconciliation. Based on estimated pro forma debt and pro forma LTM Adjusted EBITDA as of August 3, 2013 excluding transaction costs and other nonrecurring and non-cash charges and including partial credit for estimated run-rate synergies. 5

Transaction summary Compelling strategic and financial opportunity Why Men’s Wearhouse is the right acquiror Agenda

Compelling strategic and financial opportunity Significant synergy potential 1 Creates the premier men’s apparel retailer Complementary business model broadens customer reach 2 3 Compelling financial rationale 4 7

Creates the premier men’s apparel retailer Men’s Wearhouse (1) Jos. A. Bank (1) Total Stores LTM Sales LTM Adjusted EBITDA % Adjusted EBITDA Margin 1,137 $2,503 $285 11.4% 1 Total Stores LTM Sales LTM Adjusted EBITDA % Adjusted EBITDA Margin 611 $1,016 $133 13.1% Pro forma Total Stores LTM Sales LTM Adjusted EBITDA (2) % Adjusted EBITDA Margin (2) 1,748 $3,519 $543 15.4% Note: Dollars in millions As of August 3, 2013 per public filings. See Appendix for GAAP Reconciliation. Pro forma for run rate annual synergies of $125 million based on midpoint of $100 - $150 million of run-rate annual synergies realized over 3 years. Per equity research. Men’s Wearhouse data excludes Moores and K&G; includes tuxedo rental. U.S. men’s apparel retail sales, 2012 (3) + Enhanced scale enables both Men’s Wearhouse and Jos. A. Bank to surpass their nearest competitors, becoming the 4th largest U.S. men’s apparel retailer Department Stores Specialty stores 8 $5,537 $3,663 $2,727 $1,581 $1,882 $1,581 $1,148 $1,049 $868 $816 $420 $400 $1,049 $2,630 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000

Complementary business model broadens customer reach Men’s Wearhouse Jos. A. Bank 2 Core Customer Customer Loyalty Program Product Mix (2) Tailored Non-Tailored Ladies Other Services Corporate Suits Shirts, Ties, Shoes, etc. Sportswear Slacks, Sport Coats, Formal 25 – 55 years old Style-conscious and contemporary Range of classic styles and modern fits Target annual household income of $75K 35 – 55 years old (1) Traditional and conservative customer Tends to be more affluent Annual household income of $100-125K (1) Source: Public filings and Jos. A. Bank investor presentation dated October 9, 2013. Jos. A. Bank investor presentation dated October 9, 2013. Men’s Wearhouse Tailored includes suits, suit separates, sport coats and slacks; Non-Tailored includes sport coats, casual slacks, knits and woven sport shirts, sweaters and casual shoes; Other services includes alterations and retail dry cleaning service. $50 reward for every $500 spent $30 off every tuxedo rental Special birthday offer No customer loyalty program, only a corporate program Significant opportunity to implement a program Brands Primarily Private label: National brands: Owned / exclusive brands: Tuxedo 9 37% 28% 16% 10% 6% 3% 37% 25% 19% 19%

Significant synergy potential Leverage Men’s Wearhouse’s vertical direct sourcing model Review and optimize combined sourcing model, potential to rationalize Jos. A. Bank’s agency sourcing fees Enhance purchasing capabilities through increased scale Implement Men’s Wearhouse’s culture of service to increase Jos. A. Bank customer engagement Implement customer loyalty program Rationalize higher advertising spend as a percent of sales Leverage combined marketing budgets and purchasing scale Streamline management structure leveraging the most qualified individuals from both organizations Optimize regional management structure by leveraging store density Eliminate duplicative corporate overhead functions Improved purchasing efficiencies Optimize customer service and marketing practices Duplicative operating functions 3 $100 - $150 million of run-rate annual synergies realized over 3 years 10

Compelling financial rationale Significant accretion to shareholders Substantially accretive to Men’s Wearhouse’s earnings in year 1 Significant shareholder value creation Excludes transaction and one-time integration costs 4 Cash flow enables rapid deleveraging Men’s Wearhouse’s prudent pro forma capital structure will afford both brands with the operational flexibility to execute their respective strategies Transaction will be financed through cash on hand and debt financing Pro forma debt / LTM Adjusted EBITDA of ~2.8x (1) Combination will generate significant free cash flow, enabling rapid deleveraging and strong future return of capital Men’s Wearhouse intends to maintain its quarterly dividend of $0.18 per share 20%+ accretive (1) Based on estimated pro forma debt and pro forma LTM Adjusted EBITDA as of August 3, 2013 excluding transaction costs and other nonrecurring and non-cash charges and including partial credit for estimated run-rate synergies. (1) Pro Forma Debt / Adjusted EBITDA 11 Status Quo Forward EPS Pro Forma Forward EPS 0.0x 1.0x 2.0x 3.0x Pro Forma FY 2014E FY 2015E

Transaction summary Compelling strategic and financial opportunity Why Men’s Wearhouse is the right acquiror Agenda

Why Men’s Wearhouse is the right acquiror Not subject to costly third-party equity financing, retaining the value of a combination for our shareholders 1 Larger company acquiring the smaller, which is typical in a strategic combination of this nature Substantially lower leverage affords both brands the operational flexibility to execute on their strategic plans 2 3 Transaction execution and integration led by a management team with a proven track record of executing strategic acquisitions 4 Given Men’s Wearhouse’s scale, growth and performance advantages, a combination between Men’s Wearhouse and Jos. A. Bank is best facilitated with Men’s Wearhouse as the acquiror 13

Men’s Wearhouse is well-positioned to capitalize on the Jos. A. Bank opportunity Extensive design and sourcing capabilities Deep-rooted corporate culture focused on employee engagement to deliver superior customer service Our strategic principles have positioned us to capitalize on this compelling strategic combination Strong market dynamics with an industry leading position and national store footprint Distinct value proposition with an attractive customer profile Committed to creating shareholder value through disciplined acquisition strategy and consistent return of capital Proven management team with unmatched industry experience 14

Demonstrated track record of successful acquisitions Significant expertise in business integrations, having integrated over 600 stores and over 7,000 employees in connection with MW’s acquisition of Joseph Abboud, After Hours and Moores Key Men’s Wearhouse acquisitions Iconic American designer brand with tailored clothing crafted in the United States Year acquired: 2013 Deal value: $98mm Employees: Approximately 450 (1) Leading men’s formalwear chain in the United States with preferred marketing arrangement with David's Bridal Year acquired: 2007 Deal value: $70mm Stores: 509 (1) Employees: Approximately 4,500 (1) One of Canada’s leading specialty men’s retailers with extensive assortment of fits and sizes Year acquired: 1999 Deal value: $121mm Stores: 115 (1) Employees: Approximately 2,300 (1) Source: Public filings. Based on number of stores and employees at time of acquisition. 15

Preliminary integration plan Men’s Wearhouse’s culture of rewarding employee performance will enable a smooth integration No re-branding or remodels required – Jos. A. Bank’s store banner will remain in place Jos. A. Bank’s strong and capable middle and upper-middle management will be well-positioned to play an active role in the integration of the two companies and beyond Men’s Wearhouse’s deep-rooted corporate culture of customer service will appeal to Jos. A. Bank’s employees and customers Management will consist of the most qualified individuals from both organizations Higher customer engagement and loyalty driven through improved marketing, merchandising and customer service strategy and combined customer loyalty program Men’s Wearhouse’s vertical direct sourcing model to be leveraged to improve combined merchandising and sourcing across the businesses Best practices from both Men’s Wearhouse and Jos. A. Bank to be implemented 16

Men’s Wearhouse has consistently returned significant capital to shareholders Over $335 million returned since January 2011, including over ~$250 million of share repurchases Men’s Wearhouse has more than doubled its quarterly dividend since 2009 Men’s Wearhouse intends to maintain its current quarterly dividend of $0.18 per share The Company intends to moderate near-term share repurchases to focus on delevering but intends to reinstate a share repurchase policy as soon as practicable Source: Public filings, FactSet and CapitalIQ as of October 8, 2013. Note: Metrics reflect Q1 2012 – YTD. Calculated as most recent annualized dividend payment divided by unaffected stock price as of 10/08/13. Calculated as most recent annualized dividend payment divided by stock price as of 10/08/13. Calculated as share repurchases divided by average equity value. Includes ANN, ASNA, CATO, CHS, EXPR, LTD, ROST and TJX. Men’s Wearhouse Selected Peers (4) Jos. A. Bank Buyback yield (3) Dividend yield (1) (2) (2) Long history as a prudent steward of capital 17 2.0% 1.1% 0.0% MW Selected Peers JOSB 11.4% 5.4% 0.0% MW Selected Peers JOSB

Experienced management team Doug Ewert President & Chief Executive Officer Industry experience Relevant experience Tenure 25+ years 18 years CEO since June 2011 President and Chief Operating Officer of Men’s Wearhouse Executive VP and General Merchandise Manager Jon Kimmins Chief Financial Officer & Treasurer 30+ years <1 year 25+ years 5 years Management David Edwab Vice Chairman 30+ years 22 years President of Men’s Wearhouse, COO, CFO, Treasurer Senior Managing Director at Bear Stearns Partner at Deloitte & Touche Mary Beth Blake EVP, Chief Merchandising Officer President of K&G Fashion Superstore Macy’s Midwest Division Senior VP, General Merchandise Manager for men’s and children’s CFO, Li & Fung USA Executive VP, Business Development at Toys R US Inc. Senior VP and Treasurer at Toys R US Inc. Joseph Abboud1 Chief Creative Director 30+ years 1 year Founder, Chairman Emeritus and Design Leader for JA Apparel Corp. President and Chief Creative Officer of HMX Group William Silveira EVP, Manufacturing 30+ years 16 years VP, Merchandising and Sourcing at Kizan International Buyer at Carter Hawley Hale Scott Norris EVP, Merchandising 30+ years 17 years SVP GMM, VP GMM, DMM of Dress & Furnishings Macy’s West executive training program 1 Pursuant to a consulting arrangement with the Company 18

Experienced management team Industry experience Relevant experience Tenure Management Carole Souvenir Chief Legal Officer and EVP, Employee Relations 15 years SVP, Employee Relations and VP of Employee Relations Partner at Miller, Nash, Wiener, Hager & Carlson Charles Bresler, Ph.D. Executive Vice President 20+ years 21 years Executive VP, Marketing and HR at Men’s Wearhouse Executive VP of Stores, Marketing and Human Development at Men’s Wearhouse Mark Neutze EVP, Store Operations 18 years SVP, VP, Regional Manager, District Manager , Manager and Assistant Store Manager at Men’s Wearhouse Matt Stringer Senior Vice President of Marketing 15+ years 14 years VP of Marketing, Advertising Director, Brand Manager, Broadcast Production Manager, Broadcast Production Fashion Superstore and Advertising Assistant Susan Neal EVP of Marketing, E-Commerce & Digital Technology 15+ years 3 years Direct Marketing/CRM, PR, E-Commerce and Online Media, International Business Development and Investor Relations at Gymboree Jamie Bragg EVP, Distribution 20+ years 21 years SVP, VP Tuxedo Operations at Men’s Wearhouse COO of Global Custom Commerce Director of DC, Operations Manager at Men’s Wearhouse Simon Hughes CEO, Dimensions 25+ years 3 years Managing Director at Dimensions Corporatewear Ltd. General Manager at Sketchley 25+ years 25+ years Mike Nesbit President, MW Cleaners 40+ years 10 years Founder, Nesbit’s Cleaners 19

Compelling strategic and financial opportunity Significant synergy potential 1 Creates the premier men’s apparel retailer Complementary business model broadens customer reach 2 3 Compelling financial rationale 4 20

Appendix

Jos. A. Bank Capitalization Summary Source: SEC filings and Capital IQ. Note: Dollars and shares in millions, except per share values. Based on Jos. A. Bank closing share price as of October 8, 2013, the day prior to Jos. A. Bank's public proposal to acquire Men's Wearhouse. Source: Jos. A. Bank Form 10-Q dated August 3, 2013. Basic share count as of August 28, 2013. Jos. A. Bank cash includes cash, cash equivalents and short-term investments. See Appendix for GAAP reconciliation. 22 Unaffected (1) Men's Wearhouse Offer Per Share Value $41.66 $55.00 Jos. A. Bank Shares (2) 28.0 28.0 Implied Jos. A. Bank Market Capitalization $1,166 $1,539 Less: Jos. A. Bank Cash (2) (333) (333) Implied Jos. A. Bank Enterprise Value $833 $1,206 Jos. A. Bank LTM Adjusted EBITDA (as of August 3, 2013) (3) 133.2 133.2 Implied Enterprise Value to LTM Adjusted EBITDA 6.3x 9.1x Cash per Jos. A. Bank Share $11.90 $11.90 Cash as a Percent of Market Capitalization 29% 22%

Men's Wearhouse GAAP Reconciliation: Net Sales and Adjusted EBITDA Source: SEC filings and Capital IQ. Note: Dollars in millions. Totals may not foot due to rounding. 23 Fiscal Year 6 Months Ended LTM 2011 2012 7/28/2012 8/3/2013 8/3/2013 Total Net Sales $2,382.7 $2,488.3 $1,248.9 $1,263.8 $2,503.2 Net Earnings Attributable to Common Shareholders $120.6 $131.7 $86.3 $76.0 $121.5 Net (Earnings) Loss attributable to Non-controlling Interest (0.1) 0.3 (0.1) (0.1) 0.4 Provision for Income Taxes 63.9 65.6 45.7 42.8 62.7 Interest Income (0.4) (0.6) (0.3) (0.3) (0.7) Interest Expense 1.4 1.5 0.9 0.9 1.5 Depreciation and Amortization 76.0 85.0 41.8 43.5 86.7 Unadjusted EBITDA $261.4 $283.5 $174.3 $162.8 $272.0 Goodwill Impairment 0.0 0.0 0.0 9.5 9.5 Acquisition and Acquisition Related Integration Costs 3.8 0.0 0.0 2.9 2.9 Asset Impairment Charges 2.0 0.5 0.1 0.0 0.5 Adjusted EBITDA $267.2 $284.0 $174.4 $175.2 $284.8

Jos. A. Bank GAAP Reconciliation: Net Sales and Adjusted EBITDA Source: SEC filings and Capital IQ. Note: Dollars in millions. Totals may not foot due to rounding. 24 Fiscal Year 6 Months Ended LTM 2011 2012 7/28/2012 8/3/2013 8/3/2013 Total Net Sales $979.9 $1,049.3 $461.7 $428.6 $1,016.2 Net Income $97.5 $79.7 $38.0 $22.3 $64.0 Provision for Income Taxes 62.0 49.1 23.7 14.0 39.5 Interest Expense 0.3 0.0 0.0 0.0 0.0 Interest Income (0.3) (0.4) (0.2) (0.3) (0.5) Depreciation and Amortization 26.1 28.5 13.7 14.7 29.4 Unadjusted EBITDA $185.5 $156.9 $75.3 $50.7 $132.4 Asset Impairment 0.3 0.8 0.0 0.0 0.8 Adjusted EBITDA $185.8 $157.7 $75.3 $50.7 $133.2

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

MEN’S WEARHOUSE PROPOSES TO ACQUIRE JOS. A. BANK FOR $55 PER SHARE IN CASH

Men’s Wearhouse’s Proposal Provides Jos. A. Bank’s Shareholders

with Substantial Premium and Immediate Liquidity

Combination Would Create the Premier Men’s Apparel Retailer

with Enhanced Scale and a Broadened Customer Reach

FREMONT, Calif., November 26, 2013 — The Men’s Wearhouse (NYSE: MW) today announced that it has proposed to acquire all of the outstanding shares of Jos. A. Bank Clothiers (Nasdaq: JOSB) common stock for $55.00 per share in cash, representing an implied enterprise value of approximately $1.2 billion.

The Men’s Wearhouse proposal represents a 45% premium over Jos. A. Bank’s unaffected enterprise value and a 32% premium over Jos. A. Bank’s closing share price on October 8, 2013, the day prior to the public announcement of Jos. A. Bank’s proposal to acquire Men’s Wearhouse.  The transaction represents a 9.1x enterprise value to last twelve months (“LTM”) Adjusted EBITDA multiple (assuming $133 million of LTM Adjusted EBITDA as of August 3, 2013), a significant premium to Jos. A. Bank’s proposal to acquire Men’s Wearhouse.  Men’s Wearhouse intends to finance the transaction with a combination of balance sheet cash and debt financing.

“Following Jos. A. Bank’s unsolicited public proposal to acquire Men’s Wearhouse, our Board of Directors evaluated a number of alternatives to deliver value to our shareholders,” said Bill Sechrest, Lead Director of the Board of Men’s Wearhouse.  “After a thorough review, our Board concluded that an acquisition of Jos. A. Bank by Men’s Wearhouse has strategic logic and the potential to deliver substantial benefits to our respective shareholders, employees and customers.  In reaching our determination, we considered a number of factors including Men’s Wearhouse’s advantage in scale, growth and performance, long history as a prudent steward of capital, successful acquisition track record and experienced management team.  We believe we are the right acquiror for this combination and that our experienced management team is best positioned to execute the integration of our companies and achieve the synergies that would result.  We are ready to engage with the Jos. A. Bank’s Board immediately.”

Doug Ewert, President and Chief Executive Officer of Men’s Wearhouse, said, “Our compelling proposal provides Jos. A. Bank’s shareholders with a substantial premium and immediate liquidity for their investment.  The transaction will be substantially accretive to Men’s Wearhouse’s earnings in year one, and the combined company will have a strong balance sheet with the operational flexibility to successfully execute on its strategic plan.  Together, we can create the premier men’s apparel retailer, with enhanced scale and a broader best-in-class offering for our valued customers, which we expect to drive significant shareholder value.”

Strategic and Financial Benefits of the Men’s Wearhouse Proposal

·Provides compelling value for both companies’ shareholders: The Men’s Wearhouse proposal provides Jos. A. Bank’s shareholders immediate liquidity and substantial value for their investment.  The Men’s Wearhouse proposal represents a 45% premium over Jos. A. Bank’s unaffected enterprise value as of October 8, 2013, the day prior to the public announcement of Jos. A. Bank’s proposal to acquire Men’s Wearhouse, and a multiple of 9.1x enterprise value to LTM Adjusted EBITDA.

Men’s Wearhouse shareholders would benefit from approximately $100 to $150 million of run-rate annual synergies realized over three years through improving purchasing efficiencies, optimizing customer service and marketing practices, and streamlining corporate functions.  The transaction will be substantially accretive to Men’s Wearhouse’s earnings in the first year following closing.

·Creates the premier men’s apparel retailer: The enhanced scale of the combined company will enable Men’s Wearhouse and Jos. A. Bank to become the fourth largest U.S. men’s apparel retailer.  The combined company would have more than 1,700 total stores and pro forma sales of more than $3.5 billion.  Building on the two companies’ complementary business models, the combined company would better serve customers in more locations and optimize merchandising and sourcing capabilities, which is crucial in the rapidly evolving and highly competitive retail environment.

·Structure will enable combined company to succeed: Given Men’s Wearhouse’s advantage in scale, growth and performance, this combination is best facilitated through an acquisition of Jos. A. Bank by Men’s Wearhouse.  The Men’s Wearhouse proposal does not require any costly third-party equity investment and is not conditioned on financing.  Men’s Wearhouse expects to finance the transaction with a combination of balance sheet cash and debt financing.  Furthermore, a combination with Men’s Wearhouse as the acquiror would result in substantially lower leverage with pro forma debt to LTM Adjusted EBITDA of approximately 2.8x, which affords both brands the operational flexibility to execute on their strategic plans.  The transaction would also enable Men’s Wearhouse to maintain its quarterly dividend of $0.18 per share.  The strong free cash flow generated by the combined company would enable rapid deleveraging as well as strong future return of capital.

In addition, the Men’s Wearhouse management team has a proven track record of successful acquisitions, having integrated more than 600 stores and over 7,000 employees in connection with its previous acquisitions of Joseph Abboud, After Hours and Moores.  Men’s Wearhouse would expect a smooth integration, as there will be no rebranding or remodels required — Jos. A. Bank’s store banner would remain in place.  Management would consist of the most qualified individuals from both companies, and Men’s Wearhouse is confident that its deep-rooted corporate culture of customer service will appeal to Jos. A. Bank employees and customers, and that implementing the best practices of both companies will drive operational and financial success.

Men’s Wearhouse has delivered its proposal to Jos. A. Bank’s Board of Directors.  Below is the text of the letter that was sent to Jos. A. Bank’s Board of Directors:

November 26, 2013

Robert N. Wildrick

Chairman of the Board of Directors

Jos. A. Bank Clothiers, Inc.

251 Royal Palm Way, Suite 101

Palm Beach, FL 33480

wildrick@jos-a-bank.com

Facsimile: (561) 805-7471

Dear Robert:

In considering Jos. A. Bank’s earlier proposal to acquire The Men’s Wearhouse, Inc., the Board of Directors of Men’s Wearhouse also evaluated a number of alternatives to deliver value to our shareholders.  Based on our Board’s thorough review, we have concluded that an acquisition of Jos. A. Bank by Men’s Wearhouse has strategic logic and has the potential to deliver substantial benefits to our respective shareholders, employees and customers.  By combining our two companies, we can better serve customers in more locations and optimize our merchandising and sourcing capabilities.  Such developments are crucial in our rapidly evolving and highly competitive retail environment.

This letter formally conveys to you the following proposal, which has been approved by our Board of Directors:  The Men’s Wearhouse is prepared to offer $55.00 per share in cash for all of the outstanding shares of Jos. A. Bank’s common stock.  This price represents a 45% premium over Jos. A. Bank’s unaffected enterprise value and a 32% premium over the closing share price on October 8, 2013, the day prior to the public announcement of Jos. A. Bank’s proposal.  As Jos. A. Bank’s current cash, cash equivalents and short-term investments balance of $333 million (as of August 3, 2013) represents a significant portion of its equity value at approximately $11.90 per share, or 29% of the unaffected market capitalization, we believe that a premium to enterprise value represents the most meaningful measure of the value that our proposal offers to Jos. A. Bank’s shareholders, paying a premium for the operating business and valuing the Jos. A. Bank cash dollar for dollar.  Additionally, our offer represents a 9.1x enterprise value to LTM Adjusted EBITDA multiple (assuming $133 million of LTM Adjusted EBITDA as of August 3, 2013), a significant premium to Jos. A. Bank’s offer for Men’s Wearhouse.  By any measure, we believe our proposal represents a compelling opportunity that your shareholders will find extremely attractive.

This proposal is a compelling proposition and our advantage in scale, growth and performance clearly makes this transaction structure the right decision for both companies’ shareholders.  As the leading men’s specialty retailer in North America, Men’s Wearhouse had more than twice the sales of Jos. A.  Bank in the last twelve months and has a proven track record of creating value for shareholders, with total shareholder returns of 75% over the last three years, versus 50% for the S&P 500.  With a proven acquisition track record, Men’s Wearhouse is the right acquiror for this combination.  We are well-suited to optimize the potential of our respective platforms and brands, and best positioned to execute the integration of our companies and achieve the synergies that would result.  Moreover, an acquisition by Men’s Wearhouse of Jos. A. Bank would result in a lower debt burden for the combined companies and affords both brands the operational flexibility to execute on their strategic plans.

Our proposal is not conditioned on financing.  The transaction is expected to be funded by a combination of cash on our balance sheet and debt financing.  Our proposal is not subject to outside third party equity, not only solidifying our ability to consummate a transaction but retaining the value of the benefits of a combination for both of our shareholders.  Additionally, our largest shareholder, Eminence Capital, who is also one of your large shareholders, has publicly articulated their strong desire to see this combination effected.

We believe this all-cash transaction is compelling for your shareholders as they would receive immediate liquidity at a substantial premium to the market’s assessment of Jos. A. Bank’s value.  Our proposal would deliver immediate, certain value to your shareholders that is superior to what we believe you can reasonably expect to create as a standalone company.

Importantly, we expect a smooth integration as there will be no rebranding or remodels required — Jos. A. Bank’s store banner will remain in place.  Management will consist of the most qualified individuals from both companies.  We are confident Men’s Wearhouse’s deep-rooted corporate culture of customer service will appeal to Jos. A. Bank employees and customers, and that by implementing the best practices of both companies we will drive operational and financial success.

Our strong preference is to work with you to negotiate a mutually acceptable transaction and avoid unnecessary costs. We have reviewed all publicly available information regarding Jos. A. Bank and we are prepared to conduct limited due diligence immediately, including a meeting with senior management.  We will move expeditiously to negotiate definitive documentation in parallel with our due diligence review.

This letter does not represent or create any legally binding or enforceable obligations.  No such obligations will be imposed on either party unless and until a definitive agreement is signed by both Men’s Wearhouse and Jos. A. Bank.

We look forward to reaching a transaction that creates value for all of our shareholders and are prepared to meet with you immediately to discuss the same.

Sincerely,

Douglas S. Ewert
President, Chief Executive Officer and Director

cc:	BofA Merrill Lynch
	J.P. Morgan Securities LLC
	Willkie Farr & Gallagher LLP

BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as financial advisors to Men’s Wearhouse, and Willkie Farr & Gallagher LLP is serving as legal advisor.

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 1,137 stores.  The Men’s Wearhouse, Moores and K&G stores carry a full selection of suits, sport coats, furnishings and accessories in exclusive and non-exclusive merchandise brands and Men’s Wearhouse and Tux stores carry a limited selection.  Most K&G stores carry a full selection of women’s apparel.  Tuxedo rentals are available in the Men’s Wearhouse, Moores and Men’s Wearhouse and Tux

stores.  Additionally, Men’s Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the United Kingdom.  Investors can find additional information at http://ir.menswearhouse.com/.

This press release contains forward-looking information.  Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements.  The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements may be significantly impacted by various factors, including, but not limited to: actions by governmental entities, domestic and international economic activity and inflation, success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, including successful integration of acquisitions, performance issues with key suppliers, disruption in buying trends due to homeland security concerns, severe weather, foreign currency fluctuations, government export and import policies, aggressive advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations.  These statements also include assumptions about our offer to acquire Jos. A. Bank (including its benefits, results, effects and timing) that may not be realized.  Risks and uncertainties related to the proposed transaction include, among others: in the event a definitive transaction agreement is executed, the risk that Jos. A. Bank’s shareholders do not approve the transaction; uncertainties as to the timing of the transaction; the risk that regulatory or other approvals required for the transaction are not obtained,  the risk that the other conditions to the closing of the transaction are not satisfied; and, in the event the transaction is consummated, risks related to the costs and difficulties related to the integration of Jos. A. Bank’s businesses and operations with Men’s Wearhouse’s business and operations; the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction; unexpected costs, charges or expenses resulting from the transaction; litigation relating to the transaction; and the inability to retain key personnel.  Other factors that may impact the forward-looking statements are described in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2013 and Forms 10-Q.  Men’s Wearhouse is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.  For additional information on Men’s Wearhouse, please visit the Company’s websites at www.menswearhouse.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk.

Contacts:

Ken Dennard

Dennard · Lascar Associates

(832) 594-4004

ken@dennardlascar.com

http://ir.menswearhouse.com/

Dan Katcher / Tim Lynch / Andrea Rose

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449