(Reuters) - Jos. A. Bank Clothiers Inc
Jos. A. Bank had said it would terminate its proposal if the Men's Wearhouse board did not engage in good faith negotiations by November 14.
"(If)... we are invited by the Men's Wearhouse board to discuss our acquisition ... or if circumstances were otherwise to change, Jos. A. Bank may consider whether a new proposal to acquire Men's Wearhouse is warranted," Jos. A. Bank said on Friday.
Men's Wearhouse largest shareholder, Hedge fund Eminence Capital LLC, expressed disappointment that the company's board had failed to engage in merger discussions.
Eminence Capital, which owns about 10 percent of Men's Wearhouse, said that by allowing the deadline to expire, the company's board had confirmed it was not committed to fulfilling its basic fiduciary duties to shareholders.
Jos. A. Bank offered to buy Men's Wearhouse for about $2.3 billion, or $48 per share, in cash but was swiftly rebuffed by its larger rival, which dismissed the offer as inadequate.
Men's Wearhouse was founded in 1973 by George Zimmer, known to U.S. television audiences for his advertising catchphrase - "You're gonna like the way you look - I guarantee it".
Men's Wearhouse, which ousted Zimmer in June, also adopted a poison pill to prevent a hostile takeover.
A 100-year-old seller of men's tailored and casual clothing, Jos. A. Bank has over 600 stores in the United States, according to the company's website.
Men's Wearhouse is being advised by Bank of America Merrill Lynch, JPMorgan Chase and law firm Willkie Farr & Gallagher.
Goldman Sachs and Financo were Jos. A. Bank's financial advisers and Skadden, Arps, Slate, Meagher & Flom and Guilfoil Petzall & Shoemake its legal advisers.
Men's Wearhouse shares were trading at $45.25 before the bell. The stock last traded at $35.24 before the offer was announced on October 9.
It closed at $46.12 on Thursday on the New York Stock Exchange.
(Reporting by Aditi Shrivastava in Bangalore; Editing by Kirti Pandey)