F&H Acquisition Corp. Announces Successful Conclusion of Fox & Hound Restaurant Group Tender Offer
27 Febrero 2006 - 10:20AM
PR Newswire (US)
DALLAS, Feb. 27 /PRNewswire-FirstCall/ -- F&H Acquisition Corp.
announced today that it has successfully completed its cash tender
offer to purchase all of the outstanding shares of Fox & Hound
Restaurant Group (NASDAQ:FOXX) not already owned by it or its
subsidiaries (including NPSP Acquisition Corp.) for $16.30 per
share. The tender offer, previously announced on January 6, 2006,
and extended on February 17, 2006, expired, as scheduled, at 12:00
Midnight, New York City time, on Friday, February 24, 2006.
Approximately 85.7% of the outstanding Fox & Hound shares were
tendered in response to F&H Acquisition Corp.'s $16.30 per
share cash offer. In addition, F&H Acquisition Corp. holds
approximately 8.3% of the outstanding Fox & Hound shares so
that an aggregate of approximately 94.0% of the outstanding Fox
& Hound shares have been tendered in the offer or are held by
F&H Acquisition Corp. The Depositary for the offer, American
Stock Transfer & Trust Company, has advised F&H Acquisition
Corp. that a total of 8,614,846 shares of Fox & Hound common
stock were validly tendered in the offer and not withdrawn
(including 360,179 shares tendered pursuant to guaranteed delivery
procedures). Payment for the tendered shares, at the purchase price
of $16.30 per share, net to the seller in cash and without
interest, will be made promptly. F&H Acquisition Corp. expects
to acquire additional Fox & Hound shares from those that were
tendered pursuant to guaranteed delivery procedures. The remaining
Fox & Hound shares not acquired in the tender offer would be
acquired through a short-form merger under Delaware law. In the
merger, each share of Fox & Hound common stock that remains
outstanding (other than those owned by F&H Acquisition Corp. or
its subsidiaries, including NPSP Acquisition Corp.) will be
converted into the right to receive the same consideration paid for
shares in the tender offer. Under applicable law, the merger is not
subject to approval of the shareholders of Fox & Hound. F&H
Acquisition Corp. expects to complete the merger promptly. NOTICE
TO INVESTORS The statements in this release regarding the merger
are forward-looking statements. Forward-looking statements are
inherently subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those
projected. These risks include, in the case of the merger, the
failure of any of the conditions precedent to be satisfied or
waived. Further explanation of the terms and conditions of the
merger is set forth in the relevant tender offer documents that
were filed with the United States Securities and Exchange
Commission ("SEC") on February 3, 2006. These materials (and all
other offer documents filed with the SEC) are available at no
charge on the SEC's web site (http://www.sec.gov/) or from
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: Daniel H. Burch
+1-212-929-5748, or Jeanne M. Carr, +1-212-929- 5916, MacKenzie
Partners, Inc.
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