Jos. A. Bank Clothiers said Friday that it had agreed to buy the parent company of Eddie Bauer in a deal valued at $825 million, including cash and debt.
It will also buy back up to $300 million of its own stock if the deal goes through, paying $65 a share in what it said was a way to return capital to shareholders.
Friday’s transaction appears to be an effort by Jos. A. Bank to blunt a $1.6 billion hostile takeover bid by Men’s Wearhouse. Yet the company left itself an opening to pursue alternative transactions – potentially including a higher takeover bid.
Friday’s deal is the latest twist in Jos. A. Bank’s protracted takeover battle with Men’s Wearhouse, one that began last fall when it tried and failed to buy its bigger rival for $2.3 billion. Men’s Wearhouse then turned the tables, pursuing its onetime suitor.
Shareholders have been betting that the two menswear retailers would eventually combine. Eminence Capital, a hedge fund that owned roughly 10 percent of Men’s Wearhouse and 5 percent of Jos. A. Bank as of last month, has openly urged the latter company to begin merger talks.
Jos. A. Bank for now has chosen to acquire Eddie Bauer, a transaction that it had considered as far back as early 2012. But the company began talks with the outdoor clothing seller’s owner, the private equity firm Golden Gate Capital, in recent weeks.
Under the terms of Friday’s transaction, it will pay $564 million in cash and about 4.7 million new shares of Jos. A. Bank stock.
“The addition of Eddie Bauer provides us with clear avenues for strong growth and expansion for both of our businesses now and in the years ahead,” Neal Black, Jos. A. Bank’s chief executive, said in a statement.
Golden Gate will also have the right to a $50 million bonus in cash, based on Eddie Bauer’s profit performance in 2014.
Based in Bellevue, Wash., Eddie Bauer runs about 370 stores. Jos. A. Bank operates about 600 stores.
But Jos. A. Bank built several escape hatches into the deal. It has the right to break off the agreement if the company receives an unsolicited takeover bid that its board decides “would reasonably be expected to” create more value than the Eddie Bauer acquisition.
And Jos. A. Bank can end the Eddie Bauer deal by paying a breakup fee of less than 3 percent of its own market value based on Men’s Wearhouse’s current tender offer. Based on the current bid of $57.50, that would put the termination payment at roughly $48 million.
Still, investors appeared to believe that the curtain had fallen over the menswear takeover drama. Shares in Jos. A. Bank rose 20 cents, to $55.12 on Friday; those in Men’s Wearhouse fell $2.46, or 5.29 percent, to $44.07.
In a statement, Men’s Wearhouse said that it was evaluating its options.