Is This M&A Battle Hurting Shareholders?

It looks as though investors in both Men's Wearhouse and Jos. A. Bank are caught in a bout of corporate pride. In the last half of 2013, following the departure of its founder and chairman, Men's Wearhouse received an unsolicited acquisition offer from Jos. A. Bank, which it quickly rebuffed. The suit-selling giant seemed downright offended that its smaller rival would consider the acquisition, especially during a time of boardroom upheaval at the Wearhouse. Not too long after, and with activist investor pressure mounting on both sides, Men's Wearhouse returned the favor with a bid of $55 per share for Jos. A. Bank. Here's the latest on the formal-wear market's tug-of-war.

A hard pill to swallow
The "poison pill" is a tactic that corporations use to prevent hostile takeovers, typically involving a trigger point at which the market is flooded with shares. It's not great for existing shareholders, but management likes its effectiveness in keeping ambitious activist investors at arm's length.

Both Men's Wearhouse and Jos. A. Bank have such shareholder rights plans. Since 2007, Jos. A. Bank has had a plan in place that kicks in if an investor obtained 20% of the outstanding shares. Now, it has cut that number in half in a clear effort to undercut the recently rejected acquisition offer by Men's Wearhouse.

This leaves both companies with poison pill triggers now at 10% and activists who are pushing for consolidation.

Caught in the middle
The synergies between the two companies are obvious and the cost savings from a merger would be tremendously beneficial. Men's Wearhouse and Jos. A. Bank could take the pressure off the market share grab strategy and lower their collective marketing expense. The resulting company would be the de facto leader in the industry, followed by various department stores and the highly fragmented, largely local tuxedo rental businesses.

Both companies' boards seem more eager to protect their necks than to act in the best interest of shareholders (of course, purchase price is very important for both entities going in). With these low, low thresholds, investors' voices are largely muted for the time being -- leaving the decision in the management suites.

Perhaps this is a side effect of the increased activist presence in public companies. Boards are getting more defensive and insulating themselves from the people who theoretically elected them.

For now, though, shoppers will still have a choice when it comes to their affordable suiting needs.