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PRESS RELEASE
CONTACT:
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Dan Sullivan 212-929-5940
Daniel H. Burch 212-929-5748
MacKenzie Partners, Inc.
FOR IMMEDIATE RELEASE:
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F&H ACQUISITION CORP. LAUNCHES CASH TENDER OFFER FOR
FOX & HOUND RESTAURANT GROUP FOR $15.50 PER SHARE
DALLAS, TX - JANUARY 6, 2006 -- 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., has
commenced a cash tender offer to purchase all of the outstanding shares of Fox &
Hound Restaurant Group (Nasdaq:FOXX) not already owned by it for $15.50 per
share.
The tender offer is currently scheduled to expire at 12:00 midnight,
New York City time, on Monday, February 6, 2006, unless the offer is extended.
The offer is not subject to or conditioned upon any financing
arrangements. The tender offer is subject to customary conditions, 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there being validly tendered and not withdrawn a number of shares of Fox &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, (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) 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.
MacKenzie Partners, Inc. is the Information Agent for the tender offer
and any questions or requests for the Offer to Purchase and related materials
with respect to the tender offer may be directed to MacKenzie Partners, Inc.
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 AN OFFER
TO PURCHASE AND RELATED MATERIALS THAT F&H ACQUISITION CORP. WILL FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION. FOX & HOUND 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 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.