FREMONT, CA—“Contentious and often colorful” was the phrase used by the Wall Street Journal in characterizing the six-month run-up to Tuesday’s $1.8-billion merger of menswear retailers Men’s Wearhouse and Jos. A. Bank Clothiers Inc. At various times, the rocky courtship was spearheaded by one company or the other, with each taking turns rebuffing the other’s overtures.
The courtship began with Jos. A. Bank’s unsolicited $2.4-billion offer for its larger rival last September, took a detour into an $825-million agreement for Jos. A. Bank to acquire Eddie Bauer and culminated in the all-cash deal that Fremont, CA-based Men’s Wearhouse struck to buy the common stock of its smaller competitor, which also spelled the end of the Jos A. Bank/Eddie Bauer merger. Along the way, Men’s Wearhouse made three bids for Hampstead, MD-based Jos A. Bank, each of which was rejected for undervaluing the 108-year-old retailer.
The deal that was finally consummated this week—pending shareholder approval—is expected to realize between $100 million and $150 million of run-rate synergies, although Men’s Wearhouse did not mention store closings or rebranding Jos A. Bank locations as ways of achieving these efficiencies. A report last November from Signal Data found that the two chains’ trade areas overlap frequently, though.
With the Men’s Wearhouse/Jos. A. Bank union following last week’s news that supermarket giants Albertsons and Safeway would merge, the stage is set for another active year of M&A in the retail sector. A BDO USA survey released last month found that 96% of retail CFOs expected that M&A levels in their sector this year would meet or exceed the pace of 2013 activity. The year saw a smaller number of mergers and acquisitions within the retail and consumer products industries, but the value of the deals grew 26% year over year to $176 billion.
“Retailers are feeling greater pressure to meet consumer demands for convenience, product assortment and low prices,” Ted Vaughan, partner in BDO’s retail and consumer products practice. “One way of responding to these pressures is to pursue an acquisition. Many retailers see it as way to add capabilities or grow their geographic reach, while others hope to build market share by joining forces with a once-competitor.”
Similarly, Cassidy Turley in a retail forecast as 2014 began noted that the $27 billion of M&A activity the firm tracked through October of last year was up sharply from the $23 million it recorded during the 12 months of 2012. “We anticipate that this trend will only accelerate” this year, “ according to Cassidy Turley’s report.
Merging for the sake of survival is not the primary driver of would-be unions between retailers, “though there will be a fair amount of that as well,” the report states. Consolidation, especially in the grocery sector, will be a major factor. Furthermore, private equity firms and other investors are keeping an eye out for “new strong concepts that they can grow in an improving and expanding economy.” There will also be a fair number of turnaround plays as both the economy and retail continue recovering.