Men’s Wearhouse Inc. rejected a $2.3 billion cash takeover offer from Jos. A. Bank Clothiers Inc., saying the bid significantly undervalued the company and wasn’t in the best interest of shareholders.

Jos. A. Bank, based in Hampstead, Maryland, disclosed today that it had made a non-binding proposal on Sept. 18 to acquire Men’s Wearhouse for $48 a share, 36 percent higher than yesterday’s closing price.

The suitor is pouncing at a moment of turmoil for Houston- based Men’s Wearhouse, which cut its profit forecast last month and removed founder George Zimmer (pictured) as executive chairman over strategy disagreements in June. Men’s Wearhouse’s last-reported annual sales of about $2.5 billion were more than twice those of Jos. A. Bank and it also has a higher market value.

“Jos. A. Bank’s unsolicited proposal is opportunistic, subject to unacceptable risks and contingencies, and would deprive our shareholders of the value inherent in Men’s Wearhouse for inadequate consideration,” Bill Sechrest, Men’s Wearhouse’s lead director, said today in a statement.

Both companies’ shares pared gains after Men’s Wearhouse rejected the offer. Men’s Wearhouse rose 26 percent to $44.57 at 10:34 a.m. in New York, down from a high of $47.50 in trading before the market opened. Jos. A. Bank rose 8.4 percent to $45.15, after advancing as high as $47.69. Men’s Wearhouse has a market value of $2.11 billion, compared with Jos. A. Bank’s $1.26 billion.

Broader Offering

Jos. A. Bank has been under pressure from shareholders to use its cash, said Eric Marshall, a portfolio manager at Hodges Capital Management Inc. in Dallas, whose assets include the company’s stock. A deal would broaden Jos. A. Bank’s offerings into tuxedo rental and casual clothing, he said.

“There aren’t very many national menswear concepts like this,” Marshall said in a phone interview. “They could be a very powerful franchise if they could put this all together.”

The offer implies a valuation for Men’s Wearhouse of 8.4 times 12-month earnings before interest, tax, depreciation and amortization, Jos. A. Bank said. That compares with a median multiple of 8.3 times for similar deals that were announced in the past five years, according to data compiled by Bloomberg.

The offer would be funded by $300 million of cash, new equity capital and debt financing, Jos A. Bank said. The new equity would be provided by private-equity firm Golden Gate Capital, while Jos. A. Bank adviser Goldman Sachs Group Inc. is “highly confident” that debt funding can be obtained, according to the statement.

Ken Dennard, a Men’s Wearhouse spokesman who works for Dennard-Lascar Associates LLC, didn’t immediately respond to voicemail and emailed requests for comment. Thomas Davies, a spokesman for Jos. A. Bank who works for Kekst & Co., didn’t immediately respond to an e-mailed request for comment.

Zimmer Stake

Zimmer owned about 3.7 percent of Men’s Wearhouse shares as of April 3. Representatives for Zimmer with Sard Verbinnen & Co., didn’t immediately respond to voicemail and e-mailed requests for comment.

Jos. A. Bank is being advised by Goldman Sachs and Financo LLC, with Skadden, Arps, Slate, Meagher & Flom LLP and Guilfoil Petzall & Shoemake LLC acting as legal advisers. Men’s Wearhouse said it is getting financial advice from Bank of America Corp. and JPMorgan Chase & Co. and legal advice from Willkie Farr & Gallagher LLP.

Since the economic downturn of 2008, consumers have become more conservative, trusting to tried and true brands. This was especially evident in the retail apparel space as acquisitive companies began looking for brands that display room to grow. In early 2013, PVH Corp.'s (NYSE: PVH) closed a $2.9 billion deal with Warnaco Group Inc. (NYSE: WRC), allowing it to own several household names popular with consumers, including Calvin Klein and Speedo.

In September, Hudson’s Bay Co. (TSX: HBC) agreed to pay $2.4 billion for luxury retailer Saks Inc. (NYSE: SKS) http://www.themiddlemarket.com/news/saks-goes-to-lord-and-taylor-owner-243845-1.html while Ares Management LLC and the Canada Pension Plan Investment Board purchased Neiman Marcus Inc. for $6 billion.

For more retail coverage, see "Retail M&A: Time-Tested Brands Sell" and watch the video “Retail Companies Attract High Multiples.”

Mergers & Acquisitions assistant managing editor Anthony Noto contributed to this report.

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