Jos. A. Bank is in the process of acquiring Everest Topco, a portfolio company of Golden Gate and parent company of the Eddie Bauer brand.
The purchase price for Eddie Bauer consists of a combination of $564 million in cash and approximately 4.7 million new shares of common stock of Jos. A. Bank, issued to Everest Topco at $56 per share, a premium to the pre-announcement share price.
Jos. A. Bank will have the right to terminate its agreement to acquire Eddie Bauer should it receive an unsolicited offer to acquire Jos. A. Bank that its board deems more attractive for the company’s shareholders than the Eddie Bauer transaction.
Once the deal is closed, Everest Topco will own approximately 16.6% of the company's outstanding shares and will have the right to designate two directors on the company's board of directors.
While the two brands will be run independently, the combined company is expected to generate in excess of $2.1 billion in revenue in 2014 and more than $2.2 billion in 2015.
Together, the combined company will pursue a series of initiatives to drive long-term growth and margin expansion, including growing store count, driving store productivity improvement, pursuing product enhancement initiatives and new categories, further strengthening both companies' direct businesses, pursuing additional licenses and global expansion.
"The Jos. A. Bank board of directors reviewed very carefully a number of strategic alternatives in addition to the Eddie Bauer transaction, including a possible acquisition of Men's Wearhouse and the sale of the company to Men's Wearhouse. We are convinced that our transaction with Eddie Bauer provide the greatest value creation opportunity for Jos. A. Bank shareholders. At the same time, the company's board has preserved the ability to enter into an alternative transaction that creates greater value for our shareholders should such a transaction be proposed," said Robert N. Wildrick, chairman of Jos. A. Bank.
Goldman, Sachs & Co. and Financo, LLC, are serving as financial advisers to Jos. A. Bank, and Skadden, Arps, Slate, Meagher & Flom LLP and Guilfoil Petzall & Shoemake, LLC, are serving as its legal advisers. Kirkland & Ellis LLP is serving as legal adviser to Golden Gate Capital and Eddie Bauer.
Jos. A. Bank also projected an increase in adjusted earnings per share in the fourth quarter. The company expects to fall in a range of approximately $1.04 to $1.10 per diluted share, compared to $.98 adjusted earnings per diluted share in the fourth quarter of fiscal 2012.
The adjusted earnings for the fourth quarter of fiscal year 2013 exclude expenses of approximately $.04 per diluted share for legal and other professional services related to the company's acquisition proposal for the Men's Wearhouse and other strategic activity, and approximately $.03 per diluted share for estimated non-cash asset impairment charges.
"We are pleased that throughout the critical holiday selling season our business was robust, as the quality of our merchandise and strength of our assortments resonated strongly with our customers. This resulted in a combined comparable brand sales (combined stores and Internet sales) gain of 9.1% during the period of November 3rd through December 24th, and an increase in merchandise gross margins of approximately 60 basis points for the same period," said R. Neal Black, president and CEO. "Unfortunately, our post-Christmas clearance sales started slowly and then the snow storms and nationwide deep freeze significantly impacted our business in the final days of December and the first week of January. In spite of that, total comparable brand sales for the 13 week 4th quarter of 2013 versus the comparable period of 2012 were up 1.8% and total sales were up 4.7% during the same period. Total sales for the 13 weeks of the 2013 4th quarter versus the 14 weeks of the 2012 4th quarter were up .4%."
The company noted that actual results for the fourth quarter of fiscal 2013 will depend on, among other things, adjustments that may arise from the normal quarter-end processing.