Fox & Hound Accepts $16 Cash Per Share Offer
Fox & Hound Signs Amended Tender Offer/Merger Agreement With Levine Leichtman Capital Partners
Fox & Hound Restaurant Group (NasdaqNM:FOXX) announced that it signed an Amended and Restated Agreement and Plan of Merger with Fox Acquisition Company, a newly formed affiliate of Levine Leichtman Capital Partners III, L.P. for the acquisition of all of the Company's outstanding common stock for an all cash price of $16.00 per share.
The Board of Directors unanimously approved the Amended and Restated Merger Agreement. 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conditions, including a majority of Fox & Hound's outstanding shares on a fully diluted basis being tendered and not withdrawn.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 waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has been terminated by the Federal Trade Commission and is no longer a closing condition for the proposed transaction with FAC. In the Amended and Restated Merger Agreement, FAC also has agreed to waive the prior closing conditions relating to receipt of third party approvals and regulatory approvals relating to liquor license matters. FAC's tender offer currently expires at 5:00 p.m. New York City time on February 6, 2006, unless extended. The parties anticipate consummation of the tender offer in the first quarter of 2006, but there can be no assurance that the transaction can or will be completed by that time, if at all.
The Company has agreed in the merger agreement not to solicit alternative transactions. The Company may respond to certain unsolicited proposals and may terminate the merger agreement upon receipt of a superior proposal for an alternative transaction. Under certain circumstances, if the Company terminates the merger agreement for a superior proposal, the Company enters into an agreement with respect to an alternative transaction within twelve months following the termination of the merger agreement, a third party acquires a majority of the Company's common stock, or the Company withdraws or adversely modifies its recommendation of the offer, the Company will be required to pay a $5 million fee to LLCP. In addition, the Company has agreed to reimburse LLCP for its expenses in certain circumstances of up to $2 million.
The Board of Directors unanimously approved the Amended and Restated Merger Agreement. 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 waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has been terminated by the Federal Trade Commission and is no longer a closing condition for the proposed transaction with FAC. In the Amended and Restated Merger Agreement, FAC also has agreed to waive the prior closing conditions relating to receipt of third party approvals and regulatory approvals relating to liquor license matters. FAC's tender offer currently expires at 5:00 p.m. New York City time on February 6, 2006, unless extended. The parties anticipate consummation of the tender offer in the first quarter of 2006, but there can be no assurance that the transaction can or will be completed by that time, if at all.
The Company has agreed in the merger agreement not to solicit alternative transactions. The Company may respond to certain unsolicited proposals and may terminate the merger agreement upon receipt of a superior proposal for an alternative transaction. Under certain circumstances, if the Company terminates the merger agreement for a superior proposal, the Company enters into an agreement with respect to an alternative transaction within twelve months following the termination of the merger agreement, a third party acquires a majority of the Company's common stock, or the Company withdraws or adversely modifies its recommendation of the offer, the Company will be required to pay a $5 million fee to LLCP. In addition, the Company has agreed to reimburse LLCP for its expenses in certain circumstances of up to $2 million.
