UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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THE MEN’S WEARHOUSE, INC.
(Name of the Registrant as Specified In Its Charter)
EMINENCE CAPITAL, LLC
EMINENCE GP, LLC
RICKY C. SANDLER
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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This filing contains (1) a press release issued by Eminence Capital, LLC (“Eminence”) on November 20, 2013, and (2) an investor presentation released by Eminence on November 20, 2013.
***********************************************************
FOR IMMEDIATE RELEASE
EMINENCE CAPITAL RELEASES PRESENTATION DESCRIBING HOW
SHAREHOLDERS CAN UNLOCK VALUE AT THE MEN’S WEARHOUSE, INC.
Largest Shareholder Seeks Special Meeting to Approve Amendments to Bylaws to Allow
Shareholders to Remove Directors Without Cause, Increase Board Accountability
NEW YORK, NY (November 20, 2013) – Eminence Capital, LLC, which owns 9.8% of the common stock of The Men’s Wearhouse, Inc. (MW) and is its single largest shareholder, today released a presentation describing how shareholders can unlock value at the company and why MW’s Board of Directors should engage in merger discussions with Jos. A. Bank Clothiers, Inc. (JOSB). Eminence Capital also said that it has retained Moelis & Company as a strategic advisor.
The presentation, which was developed with the assistance of Moelis & Company, is available at http://dressmwforsuccess.com/investor_presentation_nov2013.pdf or by contacting Eminence Capital’s proxy solicitor, D.F. King & Co., Inc., at (212) 269-5550.
On November 15, Eminence Capital filed a preliminary solicitation statement with the SEC in connection with calling a special meeting of MW shareholders to vote on a number of bylaw amendments that, if approved, will permit shareholders to remove directors without cause before the next annual meeting of shareholders. Pursuant to Texas law the special meeting may be called by holders of at least ten percent (10%), in aggregate, of all of the shares of MW entitled to vote at the special meeting.
Additional Information Regarding the Solicitation For Agent Designations
In connection with its solicitation of agent designations to call a special meeting of shareholders of The Men’s Wearhouse, Inc., Eminence Capital, LLC and certain of its affiliates (collectively, the “Participants”) have filed a preliminary solicitation statement with the Securities and Exchange Commission (the “SEC”) to solicit agent designations from shareholders of The Men’s Wearhouse, Inc. Investors and security holders are urged to read the preliminary solicitation statement in its entirety and the definitive solicitation statement and other relevant documents when they become available because they will contain important information regarding the consent solicitation. The preliminary and definitive solicitation statement and all other relevant documents will be available, free of charge, on the SEC’s website at www.sec.gov.
-MORE-
Information regarding the Participants in the solicitation of agent designations and a description of their direct and indirect interests, by security holdings or otherwise, to the extent applicable, is available in the preliminary solicitation statement filed with the SEC.
If shareholders have any questions, please call Eminence Capital’s proxy solicitor, D.F. King & Co., Inc., at (212) 269-5550.
About Eminence Capital, LLC
Eminence Capital, LLC is an asset management firm founded in 1998 that currently manages more than $4.5 billion on behalf of institutions and individuals. The firm employs a bottom-up, research-driven investment strategy that utilizes a combination of industry research, rigorous financial analysis and dialog with company management to execute its investment process.
Forward-Looking Statements
This press release includes forward-looking statements that reflect our current views with respect to future events. Statements that include the words “expect,” “intend,” “estimate,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would,” “shall” or similar words are often used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. Any forward-looking statements made in this press release are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, The Men’s Wearhouse, Inc. or its business, operations or financial condition. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. This press release relates only to the synergies and cost savings which will result from the combination of The Men’s Wearhouse, Inc. and Jos. A. Bank Clothiers, Inc. and does not address the competitive benefits for consumers that will flow from such combination.
Investors Contact:
Edward McCarthy/Thomas Germinario
D.F. King & Co., Inc.
(212) 269-5550
Media Contact:
Scott Tagliarino/Samantha Leon
ASC Advisors LLC
(203) 992-1230
 The Men’s Wearhouse, Inc.
You’re Going to Like the Way This Looks
November 20, 2013 |
 [
1
]
Overview of Eminence Capital, LLC
Eminence Capital, LLC is a global asset management firm with over $4.5 billion
in assets under management, primarily invested in publicly traded equity
securities Our firm and flagship long / short equity hedge funds have been
in business nearly 15 years
fundamental company and industry due diligence with detailed financial analysis
to identify companies that fit our investment criteria
Eminence is currently the single largest shareholder in Men’s Wearhouse
owning approximately 4.7 million shares (9.8% of shares outstanding) with
a current market value of $215 million¹
We also own approximately 1.4 million shares of Jos. A. Bank, representing an
investment with a current market value of $70 million²
Note:
1.
Schedule
13-D,
The
Men’s
Wearhouse,
Inc.
filed
November
7,
2013.
Current
market
value
assumes
Men’s
Wearhouse
share
price
of
$46.38
as
of
market
close
November
18,
2013
2.
Represents
current
market
value
and
our
positions
as
of
November
18,
2013
In addition to our long / short funds we also manage a series of long equity
funds We invest with a “quality value” based framework
combining bottom–up, |
 Why We
Like Men's Wearhouse Note:
1.
10-K for fiscal year ended February 2, 2013. Merchandise margins
calculated based on retail clothing product and tuxedo rental services
UNDERLEVERED BALANCE SHEET and POSITIVE FREE CASH FLOW provide the
opportunity for further return of capital to shareholders
ATTRACTIVE NICHE, in that Men’s Wearhouse services need-based purchases
with inventory that is subject to reduced fashion cycles
EARNINGS UPSIDE that we believe will follow from the recent decision to shed
non-core businesses and re-focus on the higher-margin suit and
tuxedo categories SCALE, as the largest men’s specialty retailer in
North America GROWTH driven by the introduction of premium-priced Joseph
Abboud, an exclusive label strategy which we expect will drive enhanced
sales, margins and ROIC [ 2 ]
ATTRACTIVE CORE BUSINESSES, with STABLE merchandise margins that are over
60% in core apparel and tuxedo
– among the highest and most consistent in retail
apparel
1 |
 ACCORDINGLY, THE MEN’S WEARHOUSE BOARD SHOULD ENGAGE WITH
JOS. A. BANK TO EVALUATE AND PURSUE A COMBINATION
Eminence did not initially invest in Men’s Wearhouse to agitate for
change The magnitude of potential value creation from this combination
indicates to us that Jos. A. Bank should be prepared to offer a
SIGNIFICANT PREMIUM for Men’s Wearhouse that is far greater than its
standalone prospects [
3
]
However, when Jos. A. Bank surfaced with an offer, we recognized that this
combination offers a COMPELLING OPPORTUNITY for Men’s Wearhouse
shareholders
In our view, the VALUE CREATION from this combination is MASSIVE with a
potential for $2 billion of value to be created from a combination of cost
savings, revenue synergies and multiple expansion |
 Men's
Wearhouse's Board Should Engage with Jos. A. Bank 4
We have launched a special meeting initiative that will not alter the composition
of the Board but enables the owners of a MAJORITY of the shares to HOLD
THE BOARD ACCOUNTABLE and replace the Board if its members continue not to
act in the best interest of shareholders We agree that the preliminary offer
submitted by Jos. A. Bank was inadequate – but Jos. A. Bank has
indicated the potential for a HIGHER price following confirmatory due
diligence
Given the compelling value creation that we anticipate will result from this
combination, we are surprised and disappointed that Men’s
Wearhouse’s Board has decided NOT to engage with Jos. A. Bank Men’s Wearhouse
shareholders DESERVE THE OPPORTUNITY to benefit from value creation from a
combination – whether through a compelling takeover premium OR a
merger The
Men’s Wearhouse Board erected defensive measures that we believe are AGAINST
THE BEST INTERESTS of shareholders |
 In
our view, a combined entity results in: JOS. A. BANK RECOGNIZES THE VALUE
CREATION IN A COMBINATION AND HAS INDICATED THAT IT WOULD CONSIDER RAISING
ITS BID FOR MEN’S WEARHOUSE. ACCORDINGLY, THE MEN’S
WEARHOUSE BOARD SHOULD ACTIVELY EXPLORE THIS COMBINATION
SIGNIFICANT VALUE CREATION through COST SAVINGS and REVENUE
SYNERGIES
A MUST-OWN INDUSTRY PARTICIPANT for equity investors that compares
favorably to peers and offers the potential for an EXPANDED VALUATION
MULTIPLE An enhanced focus on the HIGH MARGIN CORE BUSINESS of men’s
apparel and tuxedo
Significantly greater OPERATING and FINANCIAL SCALE
[ 5 ]
Men’s Wearhouse/Jos. A. Bank: A Highly Attractive Combination
|
 A True
Value Creation Opportunity: Cost Savings + Revenue Synergies + Multiple
Expansion Sources: Company filings and
presentations Note:
1.
As of October 8, 2013
2.
Represents
midpoint
of
$75
–
125
million
in
potential
cost
savings
3.
Assumes
blended
tax
rate
of
35.5%;
blended
P/E
multiple
of
15.2x
based
on
respective
market
value
contribution
from
Men’s
Wearhouse
and
Jos.
A.
Bank
as
of
October
8,
2013;
EBIT
impact
from
revenue
synergies
assumes 11.4% margin, representing combined margin of Men’s Wearhouse and
Jos. A. Bank pro forma for a combination with $100mm of cost savings
4.
Value creation calculated as 2.5x the combined LTM 08/03/13 net income of
Men’s Wearhouse ($129.4mm) and Jos. A. Bank ($64.5mm) plus net income impact of $100mm of cost savings ($64.5mm) and revenue
synergies ($20.8mm)
4
MW
$1,715
$4,881
JOSB
$1,169
$982
$317
$698
$ --
$1,000.0
$2,000.0
$3,000.0
$4,000.0
$5,000.0
$6,000.0
Combined Unaffected
Market Value ¹
Implied Value of
$100mm Cost Savings ²
³
Implied Value of
$283mm Revenue
Synergies ³
Implied Value of 2.5x
Increase to LTM P/E
Multiple of 15.2x
Total Market Value of
Combination
$2,884
Represents 69%
premium to
unaffected market
value
($ in millions)
[ 6 ] |
 We
Believe Cost Savings are Significant and Identifiable [
7
]
Category
Description / Rationale
Low
High
Purchasing
Efficiencies
(Procurement)
$20mm
$35mm
Represents ~50 –
100 bps improvement in pro forma gross margin
through purchasing efficiencies
Product costs represent ~44% of net sales
Leverage purchasing scale for improved terms from outsourced
manufacturers and suppliers
Leverage consumption of underlying commodities (wool, cotton,
electricity, etc.) for improved pricing
Distribution Center
and Logistics
Rationalization
$15mm
$25mm
Rationalize duplicative distribution infrastructure
Optimize logistics/freight cost
Jos. A. Bank operates a centralized distribution operation through
facilities representing ~900,000 sq. ft. in Maryland
Men’s Wearhouse operates a centralized distribution operation though
facilities representing ~1,500,000 sq. ft. in Texas
Seek improved terms from freight and logistics vendors
Advertising &
Marketing
$20mm
$30mm
Rationalize combined advertising and marketing spend of ~$175 million
G&A Rationalization
$20mm
$35mm
Corporate headquarters, redundant professional services, public company
costs, back-office, systems, IT and other duplicative costs
Store and/or Outlet
Optimization
??
??
Total
$75mm
$125mm
Sources: Company filings
Note:
1.
Estimates based on industry research and analysis of precedent transactions
Illustrative
Potential
Savings
1
Optimize real estate footprint as leases roll off contracts over time |
 Clear
Precedent for Savings in Retail Combinations Merger with
Sale to
Sale to
$6,920
$400
-
$600
$1,969
$52
-
$60
$3,187
$103
($ in millions)
[ 8 ]
Sale to
Sale to
$449
$25
$666 ¹
$18
LTM Sales
Est. Synergies
Sources:
OfficeMax / Office Depot:
J. Jill / Talbots:
Saks / Hudson Bay:
May / Federated:
Charming
Brands
/
Ascena:
Hudson Group / Dufry:
Note:
1.
Merger with
$14,441
$450
Similarly large and strategic retail mergers have delivered cost
savings in the approximate range of 3% to 7% of target sales
Sale to
$2,503
$75
-
$125
5.0%
Potential cost savings range from 3%
to 5% of Men’s Wearhouse sales
7.2%
5.6%
3.0%
3.2%
3.1%
2.8%
2.7%
--
2.0%
4.0%
6.0%
8.0%
Synergies as a % of
Target Sales
Hudson Group reflects latest fiscal year revenue before transaction and not LTM
sales Sales and synergies from Half-Year Results 2008 & Hudson
Transaction presentation Sales
and
synergies
from
April,
2012
10-Q
and
2012
10
-
K,
and
October
18,
2012
conference
call
respectively
Sales and synergies from 2004 10-K and February 28, 2005 press release
respectively Sales and synergies from May, 2013 10-Q and 2013
10-K, and July 29, 2013 press release respectively Sales and synergies
from 2006 10-K and February 6, 2006 press release respectively Sales
and synergies from 2012 10-K and July 29, 2013 Merger Update presentation respectively |
 Cost
Savings Alone Can Create Significant Equity Value Illustrative Potential
Cost Savings Low
High
Illustrative EBIT Impact of Cost Savings
$75mm
$125mm
Tax-Affected
Illustrative
Cost
Savings
$48mm
$81mm
Unaffected
Blended
TTM
P/E
Multiple
15.2x
Implied Value Created
$737mm
$1,228mm
Note:
1.Assumes pro forma combined tax rate of 35.5%
2.Represents
the
blended
P/E
multiple
of
15.2x
based
on
respective
market
value
contribution
from
Men’s
Wearhouse
and
Jos.
A.
Bank
as
of
October
8,
2013
9
1
2 |
 Cross-Selling and Revenue Synergies Provide Potential
Incremental Upside
Cross-Selling / Revenue
Opportunity
Low
High
E-Commerce
$75mm
$100mm
•
Leverage Jos. A. Bank’s competency in direct marketing /e-
Commerce
•
Share best practices in omni-channel retailing
•
Leverage insights and data of a larger customer base
•
Improve translation of in-store customers into follow-on
online sales
Tuxedos
$50mm
$175mm
•
Leverage Men’s Wearhouse leadership position in tuxedo
rental sales across Jos. A. Bank’s platform
•
Analysis assumes proportional tuxedo sales on Jos. A. Bank’s
platform, consistent with Men’s Wearhouse’s historical
performance
Exclusive Branded Business
$50mm
$115mm
•
Introduce Joseph Abboud
on the Jos. A. Bank footprint
•
Analysis assumes Men’s Wearhouse exclusive branded
products translate into an incremental 5% to 10% of Jos. A.
Bank’s total net sales
Total
$175mm
$390mm
Sources: Company filings, estimates based on industry
research, and precedent transactions Note:
1.
Estimates based on industry research and analysis of precedent transactions
Description / Rationale
[ 10 ]
Illustrative
Synergies
1 |
 We
Believe the Combined Company Will Be A "Must Own" Name in Apparel
Retail… Sources: Company filings and
presentations Notes:
($ in millions)
$19,274
$26,767
$28,079
$16,186
1
3,918
3,407
3,364
3,050
1,745
1,357
1,310
1,199
1,146
984
854
640
530
511
476
412
347
2,500
5,000
ASNA
GPS
LTD
TJX
CHS
CATO
ROST
KSS
ANN
M
EXPR
WTSL
FNP
URBN
DXLG
BEBE
$10,690
$10,115
$4,715
$3,519
$3,038
$2,609
$2,433
$2,192
$1,671
$936
$575
$482
$395
$ --
$5,000
$10,000
$15,000
M
TJX
KSS
GPS
LTD
ROST
ASNA
URBN
CHS
ANN
EXPR
FNP
CATO
WTSL
BEBE
DXLG
--
20.4%
18.2%
16.8%
15.4%
14.7%
14.7%
14.1%
14.2%
13.9%
13.4%
11.8%
10.9%
10.6%
5.3%
3.8%
(1.7%)
(4.8%)
(10.0%)
--
10.0%
20.0%
30.0%
LTD
URBN
GPS
ROST
CHS
TJX
KSS
EXPR
M
CATO
ANN
ASNA
DXLG
FNP
WTSL
BEBE
[ 11 ]
1.
Includes mid-point of $75
– 125 million in cost savings |
 …With the Potential for an Expanded Trading Multiple
[
12 ]
INCREASED SCALE, MARKET PRESENCE AND RELEVANCE in Apparel Retail
Combined company becomes the ONLY PUBLIC “PURE PLAY” in ATTRACTIVE
MEN’S APPAREL NICHE
IMPROVED FINANCIAL METRICS ACROSS THE BOARD: estimated cost savings and
revenue synergies create a combined company that has faster revenue growth,
higher margins and an enhanced ROIC compared to Men’s Wearhouse on a
standalone basis
LARGER COMPANY and ENTERPRISE VALUE should increase sell side coverage and
investor interest
Sources: Bloomberg
Notes:
1.
As of November 18, 2013 |
 Ignore $2 Billion of Potential Value Creation…?
[
13
]
Sources: Company filings and presentations
Note:
1.
As of October 8, 2013
2.
Represents
midpoint
of
$75
–
125
million
in
potential
cost
savings
3.
Assumes
blended
tax
rate
of
35.5%;
blended
P/E
multiple
of
15.2x
based
on
respective
market
value
contribution
from
Men’s
Wearhouse
and
Jos.
A.
Bank
as
of
October
8,
2013;
EBIT
impact
from
revenue
synergies
assumes 11.4% margin, representing combined margin of Men’s Wearhouse and
Jos. A. Bank pro forma for a combination with $100mm of cost savings
4.
Value creation calculated as 2.5x the combined LTM 08/03/13 net income of
Men’s Wearhouse ($129.4mm) and Jos. A. Bank ($64.5mm) plus net income impact of $100mm of cost savings ($64.5mm) and revenue
synergies ($20.8mm)
4
MW
$1,715
$4,881
JOSB
$1,169
$982
$317
$698
$ --
$1,000.0
$2,000.0
$3,000.0
$4,000.0
$5,000.0
$6,000.0
Combined Unaffected
Market Value ¹
Implied Value of
$100mm Cost Savings ²
³
Implied Value of
$283mm Revenue
Synergies ³
Implied Value of 2.5x
Increase to LTM P/E
Multiple of 15.2x
Total Market Value of
Combination
Represents 69%
premium to
unaffected market
value
$2,884
($ in millions) |
 The
Men’s Wearhouse Standalone Plan Carries Execution Risk
The strategic plan is NOT NEW and therefore
was reflected in the unaffected share price of Men’s Wearhouse
Standalone Plan
Fact
Assumes 4 –
5% of SSS growth
over the next three years
•
SSS growth averaged 1.1% over the past five years for Men’s
Wearhouse’s core and tuxedo segments
•
Last three quarters have averaged 1.1% SSS growth
Assumes 86% INCREASE in
total EBIT over the next three
years
•
EBIT in FY 2012 was 11.1% lower than FY 2006
•
Assuming company guidance for the current fiscal year, EBIT is FLAT over the
past three years in an otherwise improving consumer environment
Assumes 35% INCREMENTAL
margin flow through
•
Company has not achieved 35% incremental margins in ANY YEAR SINCE FY
2006 Assumes 30 new full-price
stores per year
•
Plan implies 4.5% annual store growth versus 2.5% compound annual growth rate
over the past five years
Assumes 100 outlet store
locations in five years
•
Currently only operating eight outlet stores and extrapolated returns on 100
stores is speculative
•
Tailored product offering (suits) may not conform to outlet channels
[
14
]
Missed earnings guidance for each of the last two fiscal years and the
significant underperformance
to plan of the acquired corporate apparel segment adds to our SKEPTICISM
regarding Men’s Wearhouse’s ability to deliver on its standalone
plan |
 We
Believe the Arguments Made by Men's Wearhouse Board are Wrong
15
Men’s Wearhouse
Board Objection
Reaction
Inadequate Valuation
•
We agree that Jos. A Bank’s $48 per share offer is inadequate
•
However, Jos. A. Bank has indicated the potential to pay more
•
Only
by
engaging
will
Jos.
A.
Bank
be
positioned
to
increase
its
offer
Opportunistic Timing
•
Jos.
A.
Bank’s
offer
of
$48
per
share
was
at
a
meaningful
premium
to
historical
levels
:
42.4% premium to the September 17, 2013 closing price of $33.71
39.1% premium to the 30-day volume-weighted average share price of
$34.51 17.8% premium to the 52-week and 5-year highs of
$40.75 •
The timing to finance such a transaction is highly attractive
Diligence Requirements
•
Confirmatory diligence is customary for public mergers
•
Jos. A. Bank indicated confirmatory diligence would be limited and
expeditious Financing Uncertainty
•
Jos.
A
Bank
and
Men’s
Wearhouse
do
not
have
any
existing
debt
and
operate
from
a
net
cash
position
•
There is adequate debt capacity to finance this transaction and a leading
investment bank has given a highly confident letter
•
The financing markets are robust and are likely to be highly receptive
•
A highly regarded private equity firm with significant retail experience is
willing to support this financing with approximately $250 million of
equity funding Antitrust Issues
•
Men’s Wearhouse and Jos. A. Bank compete with dozens of rival apparel
retailers, hundreds of e-tailors AND massive “big
box” department stores
Note:
1.
Calculated as of close of trading October 8, 2013 unless otherwise noted.
1 |
 [ 16 ] Source:
Company filings
Note:
1.
ROIC is return on invested capital calculated as adjusted operating profit
divided by invested capital Category
Metric
Time Period
Jos. A. Bank has achieved superior
operating margins to Men’s
Wearhouse
Adjusted
Operating
Margins
LTM
10.2%
7.9%
FY07 to FY12
14.6%
6.9%
Jos. A. Bank has achieved superior
returns on invested capital to Men’s
Wearhouse
ROIC
1
LTM
31.5%
23.1%
FY07 to FY12
56.6%
18.6%
Jos. A Bank has achieved superior SSS
growth to Men’s Wearhouse
Same Store
Sales Growth
FY07 to FY12
5.5%
0.9%
Jos. A. Bank has achieved superior cash
generation efficiency to Men’s Wearhouse
Cumulative FCF
as a Percentage
of Net Sales
FY07 to FY12
6.5%
4.0%
Jos. A Bank has achieved superior
employee productivity to Men’s
Wearhouse
Sales per
Employee
LTM
$160,233
$143,040
Jos. A. Bank HAS OUTPERFORMED Men’s Wearhouse
across a broad range of operating metrics |
 Why
Are We Calling a Special Meeting? [
17
]
We believe the Men’s Wearhouse Board is WRONG in its decision to not engage
with Jos. A. Bank. Men’s Wearhouse shareholders are being DENIED the
potential to receive compelling value from the benefits of this combination
The defenses enacted by the Men’s Wearhouse Board – a
super-majority vote for shareholder amendments to the bylaws and
implementation of a poison pill – reflect, in our view, a troubling
“entrenchment” mindset by the Men’s Wearhouse Board
The benefits from a combination should be captured by a compelling takeover
premium for Men’s Wearhouse shareholders or through the equity value
created in a merger
The special meeting can empower shareholders with the tools to HOLD THE BOARD
ACCOUNTABLE – if approved, the bylaw amendments will permit
shareholders to REMOVE Directors without cause before the next annual
meeting of shareholders
MEN’S WEARHOUSE DIRECTORS SHOULD KNOW THEIR SHAREHOLDERS WILL
HOLD THEM ACCOUNTABLE BY REMOVING THEM IF THEY DO NOT ACT IN
SHAREHOLDERS’ BEST INTERESTS |
 What
Will Happen Next? Eminence will solicit agent designations to call a
special meeting Holders of a combined 10% of outstanding shares may call a
special meeting under Texas law
The special meeting is currently scheduled for February 14, 2014
At the special meeting, shareholders would be asked to consider and vote on a
package of bylaw amendments
If proposed bylaw amendments are approved at the special meeting, a simple
majority of shares could remove and replace the entire board at a
subsequent special meeting 18 |
 Conclusion
Eminence continues to believe in the Men’s Wearhouse story
However, THE VALUE CREATION POTENTIAL IN A COMBINATION BETWEEN
MEN’S WEARHOUSE AND JOS. A. BANK CANNOT BE IGNORED
The Men’s Wearhouse standalone plan is in our opinion based on targets
and profitability levels that management has never achieved and has
considerable execution risk
Men’s Wearhouse shareholders can still benefit from the standalone plan
through either a merger or a premium offer that reflects its value
The Men’s Wearhouse Board SHOULD IMMEDIATELY ENGAGE WITH JOS. A.
BANK AND AGGRESSIVELY PURSUE A TRANSACTION
If the Board does not engage Jos. A. Bank, we call upon our fellow
shareholders to support our agenda at the special meeting and enable Men’s
Wearhouse shareholders to elect Directors who will represent
SHAREHOLDERS’ best interests before the next annual meeting [ 19 ] |
 Disclaimer
Additional Information Regarding the Solicitation For Agent Designations In connection
with their solicitation of agent designations to call a special meeting of shareholders of The Men’s Wearhouse, Inc. (“Men’s Wearhouse”),
Eminence Capital, LLC (“Eminence”) and certain of its affiliates
(collectively, the “Participants”) have filed a preliminary solicitation statement with the
Securities and Exchange Commission (the “SEC”) to solicit agent
designations from shareholders of Men’s Wearhouse. Investors and security
holders are urged to read the preliminary solicitation statement in its entirety,
and the definitive solicitation statement and other relevant documents when
they become available, because they will contain important information regarding the
consent solicitation.
SEC’s website at www.sec.gov. Information regarding the Participants in the
solicitation of agent designations and a description of their direct and
indirect interests, by security holdings or otherwise, to the extent applicable,
is available in the preliminary solicitation statement filed with the SEC. If
shareholders have any questions, please call Eminence’s proxy solicitor,
D.F. King & Co., Inc., at (212) 269-5550. Forward-Looking
Statements
This presentation includes forward-looking statements that reflect our
current views with respect to future events. Statements that include the words
“expect,” “intend,” “estimate,” “plan,”
“believe,” “project,” “anticipate,” “will,” “may,” “would,” “should” or similar words are often used to identify
forward-looking statements. All forward-looking statements address
matters that involve risks and uncertainties, many of which are beyond our control.
Accordingly, there are or will be important factors that could cause actual
results to differ materially from those indicated in such statements and,
therefore, you should not place undue reliance on any such statements. Any
forward-looking statements made in this presentation are qualified in their
entirety by these cautionary statements, and there can be no assurance that the
actual results or developments anticipated by us will be realized or, even
if substantially realized, that they will have the expected consequences to, or
effects on, Men’s Wearhouse or its business, operations or financial
condition. Except to the extent required by applicable law, we undertake no
obligation to update publicly or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise. This
presentation relates only to the synergies and cost savings which will
result from the combination of Men’s Wearhouse and Jos. A. Bank
Clothiers, Inc. and does not address the competitive benefits for consumers that
The preliminary and definitive solicitation statements and all other relevant
documents will be available, free of charge, on the
will flow from such combination. [ 20 ] |