Hampstead Maryland-based Jos. A. Banks Clothiers Inc. (NASDAQ: JOSB) likes competitor The Men’s Wearhouse Inc.’s (NYSE: MW) style. Smaller rival Banks had offered to buy MW for $2.3 billion on 18 September in a non-binding proposal, but was shot down yesterday by Men’s Wearhouse. The $48 per share all-cash proposition is a hefty 36 percent above the closing price of Men’s Wearhouse common stock on Tuesday. MW’s shares gapped sharply higher setting a new 52-week high on opening bell yesterday morning on the announcement of the rejection of the “opportunistic” offer by Banks. Shares in JOSB were also up on the news.

The proposal comes at a time when Houston-based Men’s Wearhouse is experiencing some significant problems. The company cut its profit forecast in September and in June ousted founder George Zimmer as Executive Chairman over strategy differences. Both companies are in stiff competition to garner business from low to medium-income clientele, and both companies are dealing with sluggish earnings.

Men’s Wearhouse released a press statement yesterday morning concerning the proposed acquisition saying, “After careful review and deliberation, our Board of Directors has determined that Jos. A. Bank’s proposal significantly undervalues Men’s Wearhouse and fails to reflect the Company’s growth strategy and upside potential,” said Bill Sechrest, Lead Director of the Board. “We believe Jos. A. Bank’s unsolicited proposal is opportunistic, subject to unacceptable risks and contingencies, and would deprive our shareholders of the value inherent in Men’s Wearhouse for inadequate consideration.”

Doug Ewert, President and Chief Executive Officer of Men’s Wearhouse, said, “The Board and management team are confident that continuing our strategic plan will create more value for shareholders than Jos. A. Bank’s inadequate, highly conditional proposal. Men’s Wearhouse has undertaken a number of strategic initiatives to accelerate growth and profitability, including our recent acquisition of JA Holding Inc. and the Joseph Abboud brand (“Joseph Abboud”). We believe we are well-positioned to deliver compelling value to our shareholders.”

And that about sums it up, except that the offer by Banks would provide value to the company’s shareholders as the original proposal on September 18 was 42 percent above the current share value on that day. Even though MW is valued at around $1 billion dollars more than JOSB, Banks is better situated financially (and that’s not saying much) than ailing Men’s Wearhouse. Both companies were on a bit of a tear yesterday, but things will likely level in today’s trading, with MW pulling back from its 52-week high.

Declines in consumer spending have taken their toll on retail clothiers in general, and men’s clothing in particular. And here’s a thought. Perhaps there is a growing drift towards more casual dress, rather than towards men’s suits. Corporate layoffs may well be contributing to the trend. Less ‘suits’ equal more casual wear. Whatever the cause of the decline in revenue for JOSB and MW, it sure was an interesting offer, and rejection.

Disclosure: The author has no position in the stocks mentioned in this article, and does not intend to initiate any position in the next 48 hours.