While the two brands plan to run independent of each other after the transaction is complete, Black, the Jos. A. Bank CEO, told The Associated Press that both brands should learn from each other's strengths.
He plans to expand Jos. A. Bank, which has 629 stores in 44 states and the District of Columbia, outside of the U.S. He's also hopes to expand Eddie Bauer, which sells men's and women's clothing and accessories in 270 stores in the U.S., Canada and Japan, by opening about 50 stores a year.
The combined company is expected to have more than $2.1 billion in revenue in 2014 and adjusted earnings of $3.20 to $3.40 per share. Jos. A. Bank anticipates 2015 revenue of more than $2.2 billion for the combined company, with adjusted earnings in a range of $4.65 to $4.90 per share, including the impact of $25 million of savings.
Jos. A. Bank said that it will start an issuer tender offer to acquire up to 4.6 million of Everest Topco common shares, or 16.4 percent of its outstanding stock, at $65 per share, or up to $300 million.
The retailer, based in Hampstead, Md., said the Eddie Bauer transaction includes $564 million in cash and about 4.7 million new shares of Jos. A. Bank stock issued to Everest Topco at $56 per share. The final share count is subject to adjustment based on the number of shares tendered in the issuer tender offer.
Everest Topco, which is part of Golden Gate Capital, may also earn up to an additional $50 million in cash based on Eddie Bauer's adjusted earnings for fiscal 2014.
When the transaction closes, Everest Topco will own about 16.6 percent of Jos. A. Bank's outstanding stock. It will also have the right to appoint two directors to Jos. A. Bank's board.
Closing of the deal is a condition to completion of the tender offer.
Men's Wearhouse shares fell $2.46 to close at $44.07 on Friday, while Jos. A. Bank shares rose 16 cents to $55.08.