Levine Leichtman and Fox & Hound Restaurant Group Sign Amended and Restated Merger Agreement; Levine Leichtman Increases Tender
January 18 2006 - 8:00AM
PR Newswire (US)
LOS ANGELES, Jan. 18 /PRNewswire/ -- Levine Leichtman Capital
Partners III, L.P. ("LLCP"), through F&H Finance Corp. and Fox
Acquisition Company ("FAC"), its indirect wholly-owned
subsidiaries, announced today that it has signed an Amended and
Restated Agreement and Plan of Merger with Fox & Hound
Restaurant Group (NASDAQ:FOXX) ("Fox & Hound") pursuant to
which it has increased the price of its cash tender offer for all
of the outstanding shares of common stock of Fox & Hound to
$16.00 per share. The offer price represents an increase of $0.50
per share from FAC's prior offer of $15.50 per share. The offer has
been unanimously approved and recommended by Fox & Hound's
board of directors upon the unanimous recommendation of a special
committee consisting of Fox & Hound's independent directors and
the advice of Fox & Hound's independent counsel and financial
advisor. In the Amended and Restated Merger Agreement, FAC agreed
to waive the previous closing conditions relating to receipt of
third party approvals and regulatory approvals relating to liquor
license matters. Consummation of the tender offer is subject to
customary closing conditions, including a majority of Fox &
Hound's outstanding shares on a fully-diluted basis being tendered
and not withdrawn. The tender offer is currently scheduled to
expire at 5:00 p.m. New York City time on Monday, February 6, 2006,
unless extended pursuant to the terms of the Amended and Restated
Merger Agreement. Fox & Hound has agreed in the Amended and
Restated Merger Agreement not to solicit alternative transactions.
Fox & Hound may respond to certain unsolicited proposals and
may terminate the Amended and Restated Merger Agreement upon
receipt of a superior proposal for an alternative transaction.
Under certain circumstances, if Fox & Hound terminates the
Amended and Restated Merger Agreement for a superior proposal, Fox
& Hound enters into an agreement with respect to an alternative
transaction within twelve months following the termination of the
Amended and Restated Merger Agreement, a third party acquires 50%
or more of Fox & Hound's common stock, or Fox & Hound
withdraws or adversely modifies its recommendation of the offer,
Fox & Hound will be required to pay a $5 million fee to LLCP.
In addition, Fox & Hound has agreed to reimburse LLCP for its
expenses in certain circumstances of up to $2 million. Fox &
Hound stockholders who have already tendered their shares and have
not withdrawn such shares need not take any additional action with
respect to FAC's amended tender offer. These stockholders will
receive the increased offer price of $16.00 per share in FAC's
tender offer. FAC will amend its tender offer materials shortly to
reflect the increased offer price and other relevant changes.
Levine Leichtman Capital Partners, Inc. ("Levine Leichtman") is a
Los Angeles, California private equity firm that was founded in
1984 by Arthur E. Levine and Lauren B. Leichtman. Levine Leichtman
manages in excess of $1.1 billion of institutional investment
capital through private equity partnerships. Levine Leichtman has a
highly differentiated, multi-fund investment strategy focused on
companies with revenues between $50 million and $500 million.
Levine Leichtman is currently making new investments through Levine
Leichtman Capital Partners III, L.P. and Levine Leichtman Capital
Partners Deep Value Fund, L.P. Successful investments by Levine
Leichtman include Jon Douglas Real Estate Services Group, Inc.,
Consumer Portfolio Services, Inc., the Quizno's Corporation and
CiCi's Pizza, 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 WILL ONLY BE MADE PURSUANT TO THE OFFER TO
PURCHASE AND RELATED MATERIALS THAT F&H FINANCE CORP. FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2006, AS
SUCH DOCUMENTS ARE SUPPLEMENTED AND AMENDED. STOCKHOLDERS SHOULD
READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
STOCKHOLDERS CAN OBTAIN A FREE COPY OF THE OFFER TO PURCHASE AND
RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER AT THE SEC'S
WEBSITE AT WWW.SEC.GOV OR FROM F&H FINANCE CORP.'S INFORMATION
AGENT, D.F. KING & CO., INC., BY CALLING TOLL FREE (800)
735-3591. DATASOURCE: Levine Leichtman Capital Partners III, L.P.
CONTACT: Stephen J. Hogan of Levine Leichtman, +1-310-275-5335; or,
Edward McCarthy of D.F. King & Co., Inc., +1-212-493-6952
Copyright
Fox & Hound (NASDAQ:FOXX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Fox & Hound (NASDAQ:FOXX)
Historical Stock Chart
From Sep 2023 to Sep 2024