Woj sources:

Jos. A. Bank Buys Eddie Bauer: A Poison Pill?

24/7 Wall St.

Clothing retailer Jos. A. Bank Clothier Inc. (JOSB) announced Friday morning that it was acquiring privately held Eddie Bauer for $825 million in cash and newly issued stock. With this acquisition, Jos. A. Bank has virtually guarantees that Men's Wearhouse Inc. (MW) will not put any more effort into acquiring Jos. A. Bank.

For those you just tuning in, Jos. A. Bank offered $48 a share for Men's Wearhouse last October. The offer was rejected, and in November Men's Wearhouse countered with an all-cash offer of $55 a share for Jos. A. Bank. Men's Wearhouse has since raised its offer to $57.50, again all cash, and Jos. A. Bank rejected that offer earlier this month.

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Spending $825 million to buy another struggling retailer is essentially a poison pill. The board and management of Men's Wearhouse would have to be crazy to make an offer for the combination of Jos. A. Bank and Eddie Bauer. The only possible reason to do so would be if Men's Wearhouse wants to get out of the clothing business and become a real estate investment trust (REIT).

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To underscore just how bizarre this acquisition is, Jos. A. Bank this morning lowered its fourth-quarter 2013 earnings per share forecast to a range of $1.04 to $1.10. The consensus estimate called for $1.25 a share. Jos. A. Bank blamed the weather (of course) and increased promotional pricing in the post-holiday period.

A sensible outcome to the chess game between Jos. A. Bank and Men's Wearhouse would have been an acquisition of Jos. A. Bank by the larger firm. Eddie Bauer would have figured into the equation not at all. Jos. A. Bank gets its way for now, but in a year or two, Men's Wearhouse may get the last laugh.

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Shares of Jos. A. Bank were down about 3.6% in premarket trading Friday, at $52.95 in a 52-week range of $38.36 to $57.61.

Men's Wearhouse stock was down more than 8.5%, at $42.50 in a 52-week range of $27.47 to $52.72.

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