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Men’s Wearhouse Starts Hostile Bid for Jos. A. Bank

Men’s Wearhouse stepped up its efforts to buy Jos. A. Bank early on Monday, taking a newly increased $1.6 billion offer directly to the smaller menswear retailer’s shareholders and pushing for two new directors.

The hostile bid signals a new stage in the takeover battle, one that began last year when Jos. A. Bank was the unwanted bidder.

Men’s Wearhouse announced that it had raised its offer 4.5 percent, to $57.50 a share, and would start a tender offer for Jos. A. Bank stock until March 28.

Just as significant, it disclosed plans to push for the election of two new directors, John D. Bowlin and Arthur E. Reiner, at Jos. A. Bank’s annual meeting this year.

“Although we have made clear our strong preference to work collaboratively with Jos. A. Bank to realize the benefits of this transaction, we are committed to this combination and, accordingly, we are taking our offer directly to shareholders,” Douglas S. Ewert, Men’s Wearhouse’s chief executive, said in a statement.

The steps announced on Monday are an ever-higher level of aggression on the part of Men’s Wearhouse, after it embarked on a reversal of roles in November. The bigger retailer turned the tables on its would-be acquirer in a play on the Pac-Man defense used in the 1980s.

Jos. A. Bank itself never went so far as to run a hostile bid, instead dropping its unsolicited offer after failing to draw enough shareholder support. But investors in both companies have expressed interest in combining the two retailers, creating a juggernaut in men’s suit sales that could better take on the likes of Macy’s and Dillard’s.

Monday’s moves did not come as a surprise: On Friday, Jos. A. Bank amended its takeover defenses, effectively limiting shareholders to owning no more than 10 percent of its stock.

Men’s Wearhouse is being advised by Bank of America Merrill Lynch, JPMorgan Chase, the law firm Willkie Farr & Gallagher and the proxy solicitor MacKenzie Partners.