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F&H Acquisition Corp. Now Plans to Commence Cash Tender Offer
on or Before January 6, 2006
DALLAS, Dec. 28 /PRNewswire/ -- F&H Acquisition Corp., an entity owned by
Newcastle Partners, L.P. and Steel Partners II, L.P., today announced that it
has increased the tender offer price to $15.50 per share for its cash tender
offer to acquire all of the outstanding shares of common stock of Fox & Hound
Restaurant Group (Nasdaq: FOXX) not already owned by it. All other terms and
conditions of the cash tender offer remain unchanged except F&H Acquisition
Corp. now intends to commence the cash tender offer on or before January 6,
2006.
The tender offer will be subject to customary conditions, including (i) a
majority of Fox & Hounds shares on a fully diluted basis being tendered and
not withdrawn, (ii) expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the obtaining of
all consents, approvals or authorizations required by all state, city or local
liquor licensing boards, agencies or other similar entities and (iv) Newcastle
and Steel being satisfied that Section 203 of the Delaware General Corporation
Law is inapplicable to the Offer to Purchase and the potential merger
thereafter. The offer will not be subject to or conditioned upon any financing
arrangements.
F&H Acquisition Corp. has delivered to Fox & Hound an amendment to the
fully negotiated merger agreement which is being held in escrow pursuant to a
letter agreement with Fox & Hound. Fox & Hound has agreed to execute and
deliver a fully negotiated merger agreement before January 13, 2006, unless
prior to such time Fox & Hounds Board of Directors has determined that the
proposal contemplated by the merger agreement no longer constitutes a superior
offer or Fox & Hound gives notice to F&H Acquisition Corp. that Fox & Hound is
unable to make the representations and warranties or perform its obligations
under the merger agreement.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER
TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION
AND THE OFFER TO BUY FOX & HOUNDS COMMON STOCK WILL ONLY BE MADE PURSUANT
TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT F&H ACQUISITION CORP.
INTENDS TO FILE ON OR BEFORE JANUARY 6, 2006. STOCKHOLDERS SHOULD READ THESE
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE
OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE
AT THE SECS WEBSITE AT http://WWW.SEC.GOV OR FROM F&H ACQUISITION CORP. BY
CONTACTING MACKENZIE PARTNERS, INC. TOLL-FREE AT 1-800-322-2885 OR COLLECT AT
1-212-929-5500 OR VIA EMAIL AT PROXY@MACKENZIEPARTNERS.COM.
CONTACTS:
Dan Sullivan 212-929-5940
Daniel H. Burch 212-929-5748
MacKenzie Partners, Inc.
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