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THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO
SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED BELOW) IS MADE SOLELY BY
THE OFFER TO PURCHASE DATED JANUARY 6, 2006 AND THE RELATED LETTER OF
TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND IS BEING MADE TO ALL
HOLDERS OF SHARES. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED
FROM OR ON BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING
OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE THE APPLICABLE LAWS REQUIRE THAT
THE OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO
BE MADE ON BEHALF OF THE PURCHASER BY ONE OR MORE REGISTERED BROKERS OR DEALERS
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
FOX & HOUND RESTAURANT GROUP
AT
$15.50 NET PER SHARE
BY
NPSP ACQUISITION CORP.
a wholly owned subsidiary of
F&H ACQUISITION CORP.
NPSP Acquisition Corp. (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of F&H Acquisition Corp., a Delaware corporation
("Parent") owned by Newcastle Partners, L.P., a Texas limited partnership, and
Steel Partners II, L.P., a Delaware limited partnership, is offering to purchase
all outstanding shares of common stock, $0.01 par value per share (the
"Shares"), of Fox & Hound Restaurant Group, a Delaware corporation (the
"Company"), at $15.50 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated January 6,
2006 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer").
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, FEBRUARY 6, 2006, UNLESS THE OFFER IS EXTENDED.
The purpose of the Offer is to acquire control of, and the entire
equity interest in, the Company. The Purchaser currently intends, as soon as
practicable after consummation of the Offer, to seek maximum representation on
the Company's Board of Directors and to seek to have the Company consummate a
merger or other similar business combination with the Purchaser (or one of its
subsidiaries). Pursuant to such merger or business combination, outstanding
Shares not owned by Parent or its subsidiaries (including the Purchaser) would
be converted into the right to receive cash in an amount equal to the price per
Share provided pursuant to the Offer.
The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn before the expiration of the Offer a number
of Shares, which, together with the Shares then owned by Parent and its
subsidiaries (including the Purchaser), represents at least a majority of the
total number of Shares 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, (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) Parent 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 is also subject to the other conditions described in the Offer to
Purchase. If any such condition is not satisfied, the Purchaser may (i)
terminate the Offer and return all tendered Shares to tendering stockholders,
(ii) extend the Offer and, subject to withdrawal rights as set forth below,
retain all such Shares until the expiration of the Offer as so extended, (iii)
waive any condition and, subject to any requirement to extend the period of time
during which the Offer is open, purchase all Shares validly tendered prior to
the expiration of the Offer and not withdrawn, (iv) amend the Offer in any other
respect by giving oral or written notice of such amendment to the Depositary or
(v) delay acceptance for payment or payment for Shares, subject to applicable
law, until satisfaction or waiver of the conditions to the Offer. Any such
extension or amendment, as discussed above, will be followed as promptly as
practicable by public announcement thereof and, in the case of such extension,
no later than 9:00 a.m., New York City time on the next business day after the
previously scheduled expiration of the Offer. The Offer is not conditioned upon
Parent or the Purchaser obtaining financing.
After the expiration of the Offer, if all of the conditions to the
Offer have been satisfied or waived, but not 100% of the Shares have been
tendered, the Purchaser may, subject to certain conditions, include a subsequent
offering period of between three and 20 business days to permit additional
tenders of Shares. No withdrawal rights apply to Shares tendered in a subsequent
offering period, and no withdrawal rights apply during a subsequent offering
period with respect to Shares previously tendered in the Offer and accepted for
payment. The Purchaser does not currently intend to include a subsequent
offering period, although the Purchaser reserves the right to do so.
For purposes of the Offer, the Purchaser shall be deemed to have
accepted for payment tendered Shares when, as and if the Purchaser gives oral or
written notice to the Depositary of its acceptance for payment of the tenders of
such Shares. Payment for Shares accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of (i) certificates for such
Shares (or a confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase)), (ii) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and (iii) any other required documents.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the expiration of the Offer. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after March 7, 2006 unless such
Shares have been accepted for payment as provided in the Offer to Purchase. To
withdraw tendered Shares, a written, telegraphic, telex or facsimile
transmission notice of withdrawal with respect to such Shares must be timely
received by the Depositary at one of its addresses set forth on the back cover
of the Offer to Purchase, and the notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of Shares, if different from
that of the person who tendered such Shares. If the Shares to be withdrawn have
been delivered to the Depositary, a signed notice of withdrawal with (except in
the case of Shares tendered by an Eligible Institution (as defined in the Offer
to Purchase)) signatures guaranteed by an Eligible Institution must be submitted
prior to the release of such Shares. In addition, such notice must specify, in
the case of Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering stockholder) and the
serial numbers shown on the particular certificates evidencing the Shares to be
withdrawn or, in the case of Shares tendered by book-entry transfer, the name
and number of the account at the Book-Entry Transfer Facility to be credited
with the withdrawn Shares.
The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934 is contained in the Offer to Purchase and the related Letter of Transmittal
and is incorporated herein by reference.
A request has been made to the Company for the use of its stockholder
list and security position listings for the purpose of disseminating the Offer
to holders of Shares. The Offer to Purchase and the related Letter of
Transmittal will be mailed to record holders of Shares and will be furnished to
brokers, banks and similar persons whose names, or the names of whose nominees,
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appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION. STOCKHOLDERS SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
Any questions or requests for assistance may be directed to the
Information Agent at the telephone number and address set forth below. Requests
for copies of the Offer to Purchase and the related Letter of Transmittal and
other tender offer materials may be directed to the Information Agent as set
forth below, and copies will be furnished promptly at the Purchaser's expense.
Stockholders may also contact their broker, dealer, commercial bank, trust
company or nominee for assistance concerning the Offer. To confirm delivery of
Shares, stockholders are directed to contact the Depositary.
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO][MACKENZIE PARTNERS, INC.]
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
proxy@mackenziepartners.com
or
CALL TOLL FREE (800) 322-2885
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