Contract
Exhibit (a)(1)
0000 Xxxxx Xxxxxxxxxx Xxxxxxx
Suite 310
Wichita, Kansas 67206
February 3, 2006
Dear Stockholders:
I am pleased to inform you that Fox & Hound Restaurant Group (the “Company”) entered into a merger agreement, dated as of January 30, 2006, with F&H Acquisition Corp. (“F&H”) and NPSP Acquisition Corp. (“Offeror”). In connection with the merger agreement, Offeror has commenced a tender offer to purchase all of the outstanding shares of the Company’s common stock for $16.30 per share, net to the seller in cash.
There are several conditions to the completion of the tender offer, including that (1) at least a majority of shares of our common stock, on a fully-diluted basis, be tendered and not withdrawn prior to the expiration of the offer and (2) the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, are satisfied.
If the tender offer is completed and certain other customary conditions are satisfied, Offeror will be merged with and into the Company, and any shares of our common stock not purchased in the tender offer will be converted into the right to receive an amount in cash equal to $16.30 per share.
Your Board of Directors unanimously (1) determined the merger agreement and the transactions contemplated by the merger agreement, including the tender offer and the merger, are fair to and in the best interests of the Company and our stockholders, (2) authorized and approved the merger agreement, the tender offer, the merger and the other transactions contemplated by the merger agreement, (3) recommended that our stockholders accept the tender offer and tender their shares to Offeror pursuant to the tender offer and (4) recommended that, if necessary, our stockholders adopt the merger agreement and approve the merger.
In arriving at its recommendation, your Board of Directors gave careful consideration to a number of factors, including the material factors set forth in our Solicitation/Recommendation Statement on Schedule 14D-9. As noted in the Schedule 14D-9, North Point Advisors, LLC delivered a written opinion to the Board of Directors stating that the consideration to be received by our stockholders in the offer and the merger is fair, from a financial point of view, to our stockholders. A copy of the written opinion, describing the assumptions made, matters considered and review undertaken by the financial advisors is attached to our Schedule 14D-9 as Xxxxx XX. We urge you to read the enclosed information and consider it carefully before deciding whether to tender your shares of common stock.
Your Board of Directors and the management and employees of the Company thank you for your continued support.
Sincerely,
Xxxxxx X. Xxxxxxx
Chief Executive Officer