F&H Acquisition Corp. Increases Tender Offer Price for Fox & Hound Restaurant Group to $16.30 Per Share
26 Enero 2006 - 12:20PM
PR Newswire (US)
Eliminates Major Condition to Offer DALLAS, Jan. 26 /PRNewswire/ --
Today, F&H Acquisition Corp., an entity owned by Newcastle
Partners, L.P. and Steel Partners II, L.P., announced that NPSP
Acquisition Corp., a wholly-owned subsidiary of F&H Acquisition
Corp., will increase its cash tender offer to purchase all of the
outstanding shares of Fox & Hound Restaurant Group
(NASDAQ:FOXX) not already owned by it from $15.75 per share to
$16.30 per share. Mark Schwarz, the managing member of Newcastle
Partners, stated: "We believe that this offer provides Fox &
Hound's stockholders with a clearly superior alternative to the
Levine Leichtman transaction recommended by the Board of
Directors." F&H Acquisition Corp. also announced today that it
has extended its tender offer for all of the common stock of Fox
& Hound not already owned by it or its subsidiaries to 12:00
midnight, New York City time, on Wednesday, February 8, 2006. The
tender offer was previously set to expire at 12:00 midnight, New
York City time, on Monday, February 6, 2006. As of the close of
business on January 25, 2006, a total of 2,050 shares had been
tendered in and not withdrawn from the offer. The offer is not
subject to or conditioned upon any financing arrangements. F&H
Acquisition Corp. has decided to eliminate its previous closing
condition relating to receipt of regulatory approvals with respect
to liquor license matters. With the exception of this eliminated
condition, the tender offer remains subject to the same conditions
as F&H Acquisition Corp.'s original offer, including (i) there
being validly tendered and not withdrawn a number of shares of Fox
& Hound, which, together with the shares then owned by F&H
Acquisition Corp. and its subsidiaries (including NPSP Acquisition
Corp.), represents at least a majority of the total number of
shares of Fox & Hound outstanding on a fully-diluted basis,
(ii) expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
(iii) F&H Acquisition Corp. being satisfied that Section 203 of
the Delaware General Corporation Law is inapplicable to the Offer
to Purchase and the potential merger thereafter. F&H
Acquisition Corp. intends to file its application pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 promptly. 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 & HOUND'S COMMON
STOCK IS ONLY BEING MADE PURSUANT TO THE OFFER TO PURCHASE AND
RELATED MATERIALS THAT F&H ACQUISITION CORP. FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2006, AS AMENDED
JANUARY 13, 2006, AND PLANS TO AMEND PROMPTLY. FOX & HOUND
STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS
OF THE OFFER. STOCKHOLDERS CAN OBTAIN THE OFFER TO PURCHASE AND
RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE
SEC'S WEBSITE AT 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 . First Call Analyst:
FCMN Contact: DATASOURCE: F&H Acquisition Corp. CONTACT: Dan
Sullivan, +1-212-929-5940, or Daniel H. Burch, +1-212-929-5748,
both of MacKenzie Partners, Inc. for F&H Acquisition Corp.
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