F&H Acquisition Corp. Announces Increase in Tender Offer Price to $15.50 Per Share in Cash

F&H Acquisition Corp. Now Plans to Commence Cash Tender Offer on or Before January 6, 2006 


DALLAS, Dec. 28  /PRNewswire/ -- F&H Acquisition Corp., an entity owned by Newcastle Partners, L.P. and Steel Partners II, L.P., today announced that it has increased the tender offer price to $15.50 per share for its cash tender offer to acquire all of the outstanding shares of common stock of Fox & Hound Restaurant Group (NASDAQ:FOXX) not already owned by it.  All other terms and conditions of the cash tender offer remain unchanged except F&H Acquisition Corp. now intends to commence the cash tender offer on or before January 6, 2006.

The tender offer will be subject to customary conditions, including (i) a majority of Fox & Hound's shares on a fully diluted basis being tendered and not withdrawn, (ii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the obtaining of all consents,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) Newcastle and Steel 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 will not be subject to or conditioned upon any financing arrangements.

F&H Acquisition Corp. has delivered to Fox & Hound an amendment to the fully negotiated merger agreement which is being held in escrow pursuant to a letter agreement with Fox & Hound.  Fox & Hound has agreed to execute and deliver a fully negotiated merger agreement before January 13, 2006, unless prior to such time Fox & Hound's Board of Directors has determined that the proposal contemplated by the merger agreement no longer constitutes a superior offer or Fox & Hound gives notice to F&H Acquisition Corp. that Fox & Hound is unable to make the representations and warranties or perform its obligations under the merger agreement.

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 AN OFFER TO PURCHASE AND RELATED MATERIALS THAT F&H ACQUISITION CORP. INTENDS TO FILE ON OR BEFORE JANUARY 6, 2006. 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 .

  CONTACTS:
  Dan Sullivan 212-929-5940
  Daniel H. Burch 212-929-5748
  MacKenzie Partners, Inc.


DATASOURCE: F&H Acquisition Corp.



CONTACT:  Dan Sullivan, [phone], or Daniel H. Burch,

[phone], both of MacKenzie Partners, Inc.

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