Laura Delanoy, Willkie Farr & Gallagher corporate partner
It was a deal tailor-made for the front page of the business section—months after Jos. A. Bank made an unsolicited bid for The Men’s Wearhouse, Men’s Wearhouse has turned around and recently announced the successful acquisition of its smaller rival for $1.8 billion.
Willkie Farr & Gallagher represented Men’s Wearhouse, and corporate partner Laura Delanoy was one of the team members leading the deal. Other partners on the team included Steven Seidman, Michael Schwartz and Jeffrey Hochman. Additional members of the team included: Corporate: associates Marit Spekman, Laura Acker, Jonathan Kubek and Susannah Ostlund; Finance: partner Jeffrey Goldfarb and associate Daniel Philion; Litigation: partners Joseph Baio, Tariq Mundiya, Deirdre Hykal, Mary Eaton, Jeffrey Korn, Wesley Powell and William Rooney, of counsel Ian Hochman, and associates David Stoltzfus, Shaimaa Hussein, Morgan Clark, Max Bryer, Agathe Richard, Nicole Naples, Michael Barnett and Nicole Humphrey; Benefits: partner Michael Katz and associates Andrew Shapiro and Ryan Stott; Real Estate: partner David Drewes and associate Carly Glover Saviano; and IP: associate Meghan Hungate.
“It was extremely rewarding to finally reach an agreement on behalf of our client The Men’s Wearhouse to acquire Jos. A. Bank, ending a six-month long takeover battle and creating a combined company that, upon closing, will be the fourth largest U.S. men’s apparel retailer,” Delanoy told Women, Influence & Power in Law. “Jos. A. Bank began the saga by submitting an unsolicited proposal to buy Men’s Wearhouse and we represented Men’s Wearhouse in both defeating that hostile attempt and then launching a seldom used and even less often successful ‘Pacman defense’ to buy its former suitor. After guiding our client through a hostile tender offer, looming proxy contest and ongoing litigation against Jos. A. Bank, Jos. A. Bank finally agreed to negotiate and within a matter of days we were able to achieve a great result for Men’s Wearhouse and also deliver substantial value to Jos. A. Bank’s shareholders.”
On March 11, The Men’s Wearhouse and Jos. A. Bank Clothiers announced that they have entered into a definitive agreement under which Men’s Wearhouse will acquire all of the outstanding shares of common stock of Jos. A. Bank for $65.00 per share in cash, or total consideration of $1.8 billion, according to a press release by Willkie.
According to the release, in October 2013, Willkie represented Men’s Wearhouse in its rejection of the $2.3 billion unsolicited buyout bid from Jos. A. Bank, which the company’s board of directors determined to be an undervaluation of the men’s retailer and not in the best interest of the company’s shareholders. In January 2014, Men’s Wearhouse proposed to acquire all of the outstanding shares of Jos. A. Bank common stock for $57.50 per share or approximately $1.6 billion, as well as nominated two independent directors for Jos. A. Bank’s board. In February 2014, Men’s Wearhouse raised its bid to $63.50 per share or approximately $1.78 billion and commenced a lawsuit, successfully handled by a Willkie litigation team, to block Jos. A. Bank from its pending deal to acquire Eddie Bauer.