F&H Acquisition Corp. to Launch Cash Tender Offer for Fox & Hound Restaurant Group for $14.75 Per Share
December 12 2005 - 8:07PM
PR Newswire (US)
Offer Tops Previous $14.00 Proposal Announced by the Company
DALLAS, Dec. 12 /PRNewswire/ -- F&H Acquisition Corp., an
entity owned by Newcastle Partners, L.P. ("Newcastle") and Steel
Partners II, L.P. ("Steel"), today announced that it will commence
a cash tender offer to purchase all of the outstanding shares of
common stock of Fox & Hound Restaurant Group (NASDAQ:FOXX) not
already owned by it for $14.75 per share. The tender offer will be
subject to customary conditions, including (i) a majority of Fox
& Hound's 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not withdrawn, (ii) expiration of the applicable waiting period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. Newcastle and Steel
expect to commence the tender offer on or before December 23, 2005.
In connection with announcing the tender offer, F&H Acquisition
Corp. has sent a letter to Fox & Hound expressing its
willingness to offer to acquire Fox & Hound, through an
appropriate acquisition entity by merger, subject to customary
conditions, for $14.75 per share in cash. The letter is attached
and included as part of this press release. "We believe our all
cash offer is clearly superior to the $14.00 proposal made in the
LLCP Letter, as it will provide stockholders with immediate
liquidity at a premium to market and an immediate opportunity to
maximize their investment in Fox & Hound," said Mark E.
Schwarz, President and CEO of F&H Acquisition Corp. "We hope
that Fox & Hound management will support our offer." 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
WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED
MATERIALS THAT F&H ACQUISITION CORP. INTENDS TO FILE ON OR
BEFORE DECEMBER 23, 2005. 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 SEC'S WEBSITE AT http://www.sec.gov/
OR FROM F&H ACQUISITION CORP. Any forward-looking statements
contained in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
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 and uncertainties
include, among others: the willingness of Fox & Hound
stockholders to tender their shares in the tender offer and the
number and timing of shares tendered; the receipt of third party
consents to the extent required for the acquisition; and
satisfaction of the various closing conditions. Other important
factors that could cause actual results to differ materially are
included but are not limited to those listed in Fox & Hound's
periodic reports and registration statements filed with the
Securities and Exchange Commission. F&H Acquisition Corp.
undertakes no obligation to update information contained in this
release. A copy of the letter to the Special Committee of the Board
of Directors of Fox & Hound Restaurant Group is reprinted
below: December 12, 2005 Via Facsimile and Federal Express Special
Committee of the Board of Directors Fox & Hound Restaurant
Group 1551 North Waterfront Parkway Suite 310 Wichita, Kansas 67206
Gentlemen: Newcastle Partners, L.P. ("Newcastle"), which is the
beneficial owner of 836,049 shares of common stock of Fox &
Hound Restaurant Group ("Fox & Hound"), constituting in excess
of 8.3% of its currently issued and outstanding common stock, and
Steel Partners II, L.P. ("Steel") believe that the letter of
intent, dated October 4, 2005, executed by Fox & Hound with
Levine Leichtman Capital Partners (the "LLCP Letter") for the
acquisition of Fox & Hound's outstanding common stock, was not
and is not in the best interests of Fox & Hound's stockholders.
Accordingly, F&H Acquisition Corp., a Delaware corporation
jointly owned by Newcastle and Steel, has announced its intention
to commence a tender offer, subject to certain conditions, to
acquire all of the outstanding shares of Fox & Hound at a price
of $14.75 per share in cash. F&H Acquisition Corp. believes
that it would be in the best interest of Fox & Hound
stockholders to enter into a negotiated and definitive tender
offer/merger agreement as soon as possible. F&H Acquisition
Corp. would also cash-out outstanding in-the-money options and
warrants at this price. F&H Acquisition Corp. believes our
offer could result in the payment of the breakup fee of
approximately $.50 per share contained in the LLCP Letter. F&H
Acquisition Corp. proposes that this transaction be accomplished
through a definitive tender offer/merger agreement on the same
terms as our tender offer. Please note that our offer would not be
subject to financing. Newcastle and Steel would provide F&H
Acquisition Corp. with the funds from their cash on hand to
purchase Fox & Hound's equity. We believe this all-cash offer
is clearly superior to the $14.00 proposal made in the LLCP Letter
as it will provide stockholders and optionholders with immediate
liquidity at a premium to market and an immediate opportunity to
maximize their investment in Fox & Hound. F&H Acquisition
Corp. desires to retain existing Fox & Hound personnel
including senior management. F&H Acquisition Corp. is prepared
to negotiate appropriate employment agreements as part of the
negotiation of a definitive tender offer/merger agreement. Our
proposal, however, would be conditioned upon obtaining agreed upon
consents and approvals, including approval of the Board of
Directors, waiver of any other anti-takeover provisions, any
approvals required under the Hart- Scott-Rodino Antitrust
Improvements Act of 1976, consents, approvals or authorizations
required by all state, city or local liquor licensing boards,
agencies or other similar entities, termination of the LLCP Letter
and certain other customary conditions, including no material
adverse change in Fox & Hound's business from what has been
publicly disclosed. Please note that F&H Acquisition Corp. will
commence a tender offer by no later than December 23, 2005 if the
parties cannot negotiate a definitive tender offer/merger
agreement. We stand ready to meet with the Board of Directors and
its representatives as soon as possible. Please contact the
undersigned, Mark Schwarz, at (214) 661-7474 or our counsel Steve
Wolosky, Esq. of Olshan Grundman Frome Rosenzweig & Wolosky LLP
at (212) 451-2333 to discuss any questions the Board might have.
Very truly yours, F&H ACQUISITION CORP. By: /signature/ Name:
Mark E. Schwarz Title: President and Chief Executive Officer
NEWCASTLE PARTNERS, L.P. By: Newcastle Capital Management, L.P. its
General Partner By: Newcastle Capital Group, L.L.C. its General
Partner By: /signature/ Name: Mark E. Schwarz Title: Managing
Member STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General
Partner By: /signature/ Name: Warren G. Lichtenstein Title:
Managing Member cc: Fox & Hound Board of Directors DATASOURCE:
F&H Acquisition Corp. CONTACT: Daniel H. Burch, office:
+1-212-929-5748, or cell: +1-516-429-2722, or Jeanne M. Carr,
office: +1-212-929-5916, or cell: +1-917-648-4478, both of
MacKenzie Partners, Inc., for F&H Acquisition Corp.
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