Exhibit (a)(5)(xi)
PRESS RELEASE
CONTACT:
Dan Sullivan 212-929-5940
Daniel H. Burch 212-929-5748
MacKenzie Partners, Inc.
FOR IMMEDIATE RELEASE:
F&H ACQUISITION CORP. ENTERS INTO TENDER OFFER/MERGER AGREEMENT WITH
FOX & HOUND RESTAUARANT GROUP
TENDER OFFER EXTENDED UNTIL THURSDAY, FEBRUARY 16, 2006
DALLAS, TX - FEBRUARY 2, 2006 --F&H Acquisition Corp., an entity owned
by Newcastle Partners, L.P. and Steel Partners II, L.P., announced today that
Fox & Hound Restaurant Group (Nasdaq:FOXX) signed and delivered the definitive
tender offer/merger agreement with F&H Acquisition Corp. and certain of its
affiliates to acquire all of the outstanding shares of common stock of Fox &
Hound not already owned by it for $16.30 per share. Fox & Hound announced
earlier today that it has terminated its merger agreement with Levine Leichtman.
Fox & Hound's Board of Directors has unanimously approved the merger
agreement with F&H Acquisition Corp. and certain of its affiliates. Consummation
of the tender offer is subject to customary closing conditions, including 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being validly tendered and not withdrawn a number of shares of Fox & Hound,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 and expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
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 Thursday, February
16, 2006. The tender offer was previously set to expire at 12:00 Midnight, New
York City time, on Wednesday, February 8, 2006. As of the close of business on
January 31, 2006, a total of 3,800 shares had been tendered in and not withdrawn
from the 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 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, JANUARY 27, 2006 AND JANUARY 31, 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
PROXY@MACKENZIEPARTNERS.COM.
Newcastle Partners L P
Filed: 3 Feb 06, 12:00am