Men's Wearhouse Adopts Limited Duration Shareholder Rights Plan - Quick Facts

(RTTNews) - The Board of Directors of The Men's Wearhouse (MW) Wednesday said it has adopted a limited duration shareholder rights plan and has declared a dividend of one right on each share of the company's common stock outstanding at 5:00 pm., on October 21.

The Rights Plan was adopted following the company's rejection of the unsolicited proposal by Jos. A. Bank to acquire Men's Wearhouse for $48.00 per share.

The Rights Plan is not intended to prevent an acquisition of the company on terms that the Board of Directors considers favorable and fair to, and in the best interests of, all shareholders, and will not do so.

The new rights plan will allow holders to acquire the company's shares at a discounted price if a person or group acquires beneficial ownership of 10 percent percent or more of Men's Wearhouse common stock in a transaction not approved by the Board of Directors of the company.

In such situation, rights held by persons or groups that exceed the applicable threshold will be void. The Rights Plan expires on September 30, 2014 unless earlier redeemed, exchanged or terminated by the company.

The Board of Directors have also adopted a two-thirds voting standard for approval of shareholder amendments to the bylaws and revised the advance notice provision to require earlier advance notice of intended shareholder nominations of directors.