|By PR Newswire||
|January 13, 2014 07:08 AM EST||
NEW YORK, Jan. 13, 2014 /PRNewswire/ -- Eminence Capital, LLC, which owns 4.9% of the common stock of Jos. A. Bank Clothiers, Inc. (JOSB), today delivered a letter to the JOSB Board expressing its support of an acquisition of JOSB by The Men's Wearhouse, Inc. (MW), and urging JOSB to sit down with MW and engage in meaningful, good faith negotiations in pursuit of a business combination on terms that could deliver significant value for JOSB shareholders.
In its letter, Eminence also demanded that the JOSB Board take no action that could in any way jeopardize the consummation of a business combination with MW, including entering into or announcing any other acquisition that could in any way affect a transaction with MW.
In addition, Eminence said it will file a complaint today in the Court of Chancery of the State of Delaware seeking preliminary injunctive relief in order to prevent JOSB and its directors from continuing to breach their fiduciary duties by refusing to negotiate with MW and by attempting to prevent any acquisition by MW by pursuing an alternative transaction.
Eminence urges all JOSB shareholders to contact the JOSB Board to demand that it negotiate with MW and that the JOSB Board take no action that could frustrate a business combination with MW. The text of the letter delivered by Eminence to the JOSB Board follows:
January 13, 2014
Jos. A. Bank Clothiers, Inc.
500 Hanover Pike
Hampstead, Maryland 21074
Attention: Board of Directors
Affiliates of Eminence Capital, LLC own approximately 1.4 million shares of common stock of Jos. A. Bank Clothiers, Inc. ("JOSB"), representing 4.9% of the outstanding shares. We are writing today as a significant JOSB shareholder to inform you that we intend to support an acquisition of JOSB by The Men's Wearhouse, Inc. ("MW") because we have concluded that it provides the best path for shareholders to realize the significant value inherent in the combination of both companies. Furthermore, we firmly believe that you will not be able to deliver comparable value to shareholders through any other strategic transaction or action available to you. We therefore urge you to sit down with MW and engage in meaningful, good faith negotiations in pursuit of such a business combination at a reasonable price.
In October and November 2013, you were highly critical of MW's failure to engage in good faith discussions with JOSB. Among other things, on November 15, 2013 you stated that "we continue to believe that a transaction between our two companies could be in the best interest of our respective shareholders." In an October media interview Mr. Wildrick even indicated that JOSB would be receptive to being bought by MW if it would pay the same 42% premium JOSB was then offering for MW. We, therefore, find it quite ironic and troubling that you and management have failed to engage in substantive negotiations with MW regarding their offer to acquire JOSB. Having already acknowledged the merits of a transaction with MW, we are left to believe that the only reason for your not engaging in discussions with MW is that you are more interested in protecting your own lucrative and prestigious board seats than in delivering value for your shareholders.
Equally troubling is the fact that over the last weeks you have made various public statements regarding your interest in pursuing other strategic acquisition opportunities. Such statements, in the context of your failure to engage with MW and recently announced amendments to your poison pill and bylaws, give us a high level of concern that JOSB is now controlled by an entrenched board and management that is prepared to unleash a scorched earth campaign to protect its positions and those of management. We must therefore strongly urge that you take no action that could in any way jeopardize the consummation of a business combination with MW. More specifically, we demand that you refrain from entering into or announcing any other acquisition or business combination that could in any way affect a transaction with MW.
Make no mistake: we intend to hold each and every member of the JOSB Board personally accountable to the full extent of the law if you fail to engage in good faith discussions with MW, or if you enter into any transaction that in any way impedes a potential business combination with MW. If necessary, we intend to pursue all available legal and other remedies against you and any other appropriate party.
Again, we urge you to sit down with MW immediately and engage in good faith, meaningful discussions in pursuit of a business combination that could deliver significant value for your shareholders.
/s/ Ricky C. Sandler
Ricky C. Sandler
Chief Executive Officer
About Eminence Capital, LLC
Eminence Capital, LLC is an asset management firm founded in 1998 that currently manages approximately $4.9 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 may include forward looking statements that reflect our current views with respect to future events. Statements that include the words "expect," "intend," "plan," "believe," "project," "anticipate," "will," "may," "would" 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, JOSB 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.
Edward McCarthy/Thomas Germinario
D.F. King & Co., Inc.
Scott Tagliarino/Samantha Leon
ASC Advisors LLC
SOURCE Eminence Capital, LLC
Fact is, enterprises have significant legacy voice infrastructure that’s costly to replace with pure IP solutions. How can we bring this analog infrastructure into our shiny new cloud applications? There are proven methods to bind both legacy voice applications and traditional PSTN audio into cloud-based applications and services at a carrier scale. Some of the most successful implementations leverage WebRTC, WebSockets, SIP and other open source technologies. In his session at @ThingsExpo, Da...
Sep. 25, 2016 04:45 AM EDT Reads: 1,489
Technology vendors and analysts are eager to paint a rosy picture of how wonderful IoT is and why your deployment will be great with the use of their products and services. While it is easy to showcase successful IoT solutions, identifying IoT systems that missed the mark or failed can often provide more in the way of key lessons learned. In his session at @ThingsExpo, Peter Vanderminden, Principal Industry Analyst for IoT & Digital Supply Chain to Flatiron Strategies, will focus on how IoT de...
Sep. 25, 2016 04:15 AM EDT Reads: 948
SYS-CON Events announced today that China Unicom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. China United Network Communications Group Co. Ltd ("China Unicom") was officially established in 2009 on the basis of the merger of former China Netcom and former China Unicom. China Unicom mainly operates a full range of telecommunications services including mobile broadband (GSM, WCDMA, LTE F...
Sep. 25, 2016 04:15 AM EDT Reads: 1,677
SYS-CON Events announced today that Roundee / LinearHub will exhibit at the WebRTC Summit at @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LinearHub provides Roundee Service, a smart platform for enterprise video conferencing with enhanced features such as automatic recording and transcription service. Slack users can integrate Roundee to their team via Slack’s App Directory, and '/roundee' command lets your video conference ...
Sep. 25, 2016 04:15 AM EDT Reads: 1,380
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Sep. 25, 2016 03:15 AM EDT Reads: 3,341
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
Sep. 25, 2016 03:00 AM EDT Reads: 1,456
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
Sep. 25, 2016 02:45 AM EDT Reads: 1,701
Without a clear strategy for cost control and an architecture designed with cloud services in mind, costs and operational performance can quickly get out of control. To avoid multiple architectural redesigns requires extensive thought and planning. Boundary (now part of BMC) launched a new public-facing multi-tenant high resolution monitoring service on Amazon AWS two years ago, facing challenges and learning best practices in the early days of the new service. In his session at 19th Cloud Exp...
Sep. 25, 2016 02:45 AM EDT Reads: 865
I'm a lonely sensor. I spend all day telling the world how I'm feeling, but none of the other sensors seem to care. I want to be connected. I want to build relationships with other sensors to be more useful for my human. I want my human to understand that when my friends next door are too hot for a while, I'll soon be flaming. And when all my friends go outside without me, I may be left behind. Don't just log my data; use the relationship graph. In his session at @ThingsExpo, Ryan Boyd, Engi...
Sep. 25, 2016 02:15 AM EDT Reads: 1,205
Information technology is an industry that has always experienced change, and the dramatic change sweeping across the industry today could not be truthfully described as the first time we've seen such widespread change impacting customer investments. However, the rate of the change, and the potential outcomes from today's digital transformation has the distinct potential to separate the industry into two camps: Organizations that see the change coming, embrace it, and successful leverage it; and...
Sep. 25, 2016 12:45 AM EDT Reads: 1,035
SYS-CON Events announced today that Numerex Corp, a leading provider of managed enterprise solutions enabling the Internet of Things (IoT), will exhibit at the 19th International Cloud Expo | @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Numerex Corp. (NASDAQ:NMRX) is a leading provider of managed enterprise solutions enabling the Internet of Things (IoT). The Company's solutions produce new revenue streams or create operating...
Sep. 25, 2016 12:45 AM EDT Reads: 1,928
While DevOps promises a better and tighter integration among an organization’s development and operation teams and transforms an application life cycle into a continual deployment, Chef and Azure together provides a speedy, cost-effective and highly scalable vehicle for realizing the business values of this transformation. In his session at @DevOpsSummit at 19th Cloud Expo, Yung Chou, a Technology Evangelist at Microsoft, will present a unique opportunity to witness how Chef and Azure work tog...
Sep. 25, 2016 12:30 AM EDT Reads: 1,592
Data is an unusual currency; it is not restricted by the same transactional limitations as money or people. In fact, the more that you leverage your data across multiple business use cases, the more valuable it becomes to the organization. And the same can be said about the organization’s analytics. In his session at 19th Cloud Expo, Bill Schmarzo, CTO for the Big Data Practice at EMC, will introduce a methodology for capturing, enriching and sharing data (and analytics) across the organizati...
Sep. 24, 2016 09:45 PM EDT Reads: 1,608
SYS-CON Events announced today that Secure Channels will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. The bedrock of Secure Channels Technology is a uniquely modified and enhanced process based on superencipherment. Superencipherment is the process of encrypting an already encrypted message one or more times, either using the same or a different algorithm.
Sep. 24, 2016 09:00 PM EDT Reads: 1,430
The vision of a connected smart home is becoming reality with the application of integrated wireless technologies in devices and appliances. The use of standardized and TCP/IP networked wireless technologies in line-powered and battery operated sensors and controls has led to the adoption of radios in the 2.4GHz band, including Wi-Fi, BT/BLE and 802.15.4 applied ZigBee and Thread. This is driving the need for robust wireless coexistence for multiple radios to ensure throughput performance and th...
Sep. 24, 2016 08:30 PM EDT Reads: 1,445