F&H Acquisition Corp. Enters Into Tender Offer/Merger Agreement With Fox & Hound Restaurant Group

Tender Offer Extended Until Thursday, February 16, 2006 


DALLAS, Feb. 2  /PRNewswire-FirstCall/ -- F&H Acquisition Corp., an entity owned by Newcastle Partners, L.P. and Steel Partners II, L.P., announced today that Fox & Hound Restaurant Group (NASDAQ:FOXX) signed and delivered the definitive tender offer/merger agreement with F&H Acquisition Corp. and certain of its affiliates to acquire all of the outstanding shares of common stock of Fox & Hound not already owned by it for $16.30 per share.  Fox & Hound announced earlier today that it has terminated its merger agreement with Levine Leichtman.

Fox & Hound's Board of Directors has unanimously approved the merger agreement with F&H Acquisition Corp. and certain of its affiliates. Consummation of the tender offer is subject to customary closing conditions, including there being validly tendered and not withdrawn a number of shares of Fox & Hound, which, together with the shares then owned by F&H Acquisition Corp.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 and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

F&H Acquisition Corp. also announced today that it has extended its tender offer for all of the common stock of Fox & Hound not already owned by it or its subsidiaries to 12:00 Midnight, New York City time, on Thursday, February 16, 2006. The tender offer was previously set to expire at 12:00 Midnight, New York City time, on Wednesday, February 8, 2006.  As of the close of business on February 1, 2006, a total of 3,800 shares had been tendered in and not withdrawn from the offer.

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 THE OFFER TO PURCHASE AND RELATED MATERIALS THAT F&H ACQUISITION CORP. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2006, AS AMENDED JANUARY 13, 2006, JANUARY 27, 2006 AND JANUARY 31, 2006, AND PLANS TO AMEND PROMPTLY.  FOX & HOUND STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS CAN 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 . 

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DATASOURCE: F&H Acquisition Corp.



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

[phone], both of MacKenzie Partners, Inc., for F&H Acquisition Corp.

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