MIAMI, Oct. 31, 2011 /PRNewswire/ -- Benihana Inc.
(NASDAQ: BNHN; BNHNA), operator of the nation's largest chain of
Japanese theme and sushi restaurants, today sent a letter to
stockholders urging them to vote for the Company's reclassification
proposal, which if approved by stockholders will reclassify each
share of the Company's Class A Common Stock into one share of
Common Stock.
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The full text of the letter is as follows:
October 31, 2011
Dear fellow Benihana stockholders:
Your Board of Directors and management team are entirely focused
on a single objective: to grow the value of your investment in
Benihana. And the strategy we are executing continues to have
success in this regard: your company continues to demonstrate its
operational strength and financial growth each quarter.
To reiterate: Benihana recently reported its twenty-first
consecutive four-week period, and its seventh consecutive quarter,
of comparable restaurant sales growth. The value created has
resulted in a year-to-date increase of 23.7% and a one-year
increase of 17.3% for Benihana's Common Stock as of October 28, 2011.
These results highlight the Board's and management team's
commitment to building continued and sustained growth for the
Company, and their ability to deliver not only from an operational
perspective, but also in creating value for you – its stockholders.
In addition, the Company's recent active investor relations
program has resulted in increased financial community attention for
the Benihana success story, including positive new sell-side
coverage.
Having taken the right steps operationally, our company now
needs to take the right steps to create value from its capital
structure. Your Board believes that its reclassification
proposal (the "Reclassification"), which will simplify the
Company's capital structure by reclassifying each share of Class A
Common Stock into one share of Common Stock, will enable the
Company to continue building on our strong momentum.
VOTE THE WHITE CARD TO SEND THE MESSAGE THAT
YOU WANT OUR COMPANY TO CONTINUE REALIZING ITS POTENTIAL
VALUE
Unfortunately, one of our stockholders – Benihana of
Tokyo, Inc. ("BOT") – has
consistently opposed each major initiative our Board has proposed
to stockholders over the past few years. Now, once again, BOT
has decided to embark on a campaign to defeat the Reclassification
and discredit your Board and its intentions.
Simply put, BOT is a single stockholder whose sole objective is
to protect its 26.8% voting position, while it only has
approximately 12.1% of the total equity – an objective that
is contrary to the Company's and its stockholders' best interests.
What BOT's actions have made very clear is that it is looking
out for its own interest and nothing else.
BOT's behavior unfortunately follows what is by now a very
well-worn pattern of hindering value creation. BOT has
consistently, over a period of years, opposed the Company's
proposals. One of the most recent and striking examples was
its approach to the recent strategic alternatives process.
While your Board was remaining focused on seeking to maximize
value for all stockholders, we believe that BOT undertook a course
of action to disparage Benihana in an effort to undermine a
possible sale.
DO NOT BE MISLED BY THE GOLD CARD - BENIHANA OF TOKYO, INC. (BOT) IS NOT YOUR COMPANY AND DOES
NOT REPRESENT YOUR COMPANY'S POSITION.
BOT IS A STOCKHOLDER WITH A SIMPLE AGENDA: TO PROTECT ITS
26.8% VOTING POSITION
The truth is equally clear: the overwhelming majority of our
stockholders who voted at the special meeting that was held in
September and who were not affiliated with BOT decisively supported
the Reclassification proposal. In fact, excluding BOT votes,
over 82% of votes cast by holders of Common Stock were in favor of
the proposal.
These results clearly demonstrate that non-BOT stockholders
understand the advantages we believe the Reclassification would
provide, which include:
- Improved liquidity and enhanced quality of trade execution by
aggregating the volume of common shares traded, thereby removing a
possible impairment to efficient trading of our stock.
- Alignment of voting rights with economic ownership by
eliminating the disparity between voting interests and economic
interests, and therefore, potentially making our Common Stock a
more attractive investment.
- Increased attractiveness to institutional investors. The
Reclassification could address complexity and liquidity concerns
that institutional investors typically express and may make Common
Stock more attractive to institutional investors.
- Improved transparency and elimination of investor confusion.
Following BFC's conversion of its remaining Series B
Preferred Stock into Common Stock, the Reclassification will allow
the Company to operate with a single class of stock going forward,
thereby significantly simplifying the Company's capital structure.
In doing so, the Company will eliminate potential investor
confusion, including confusion as to the calculation of our total
market capitalization, shares outstanding, and
earnings-per-share.
- Increased flexibility for future strategic opportunities. The
simplified structure could provide increased flexibility to use
equity as acquisition currency for possible future acquisitions, as
well as for possible future offerings of our capital stock to
potential investors.
Once again, BOT is seeking to deny the clearly expressed will of
the other stockholders, by blocking the Reclassification proposal
that will allow your Company to continue enhancing value for its
stockholders.
DON'T ALLOW BOT TO CONTINUE FRUSTRATING THE WILL OF THE OTHER
STOCKHOLDERS: THE PROPOSED RECLASSIFICATION IS IN THE BEST INTEREST
OF ALL STOCKHOLDERS
VOTING THE WHITE PROXY CARD WILL ALLOW YOUR
COMPANY TO CONTINUE TO UNLOCK VALUE FOR ITS STOCKHOLDERS
In light of the resounding endorsement from non-BOT stockholders
at the special meeting held in September, we believe it is
important to give our stockholders another opportunity to
demonstrate their support for this proposal at a new special
meeting, which we intend to hold on November
17, 2011.
The reason for holding a special meeting in advance of the
Company's annual meeting is simple. We believe that the
potential for stockholder confusion grows significantly if
stockholders are asked to vote on the Reclassification at the same
time as also voting on potential director nominees for two
different scenarios – depending on whether the Reclassification is
successful. The special meeting confers no advantage or
disadvantage to the Company or any particular stockholder in terms
of vote.
YOUR COMPANY'S CONTINUED MOMENTUM DEPENDS ON YOUR
VOTE
SIGN, DATE, AND RETURN THE WHITE PROXY
TODAY,
EVEN IF YOU VOTED ALREADY ON A CARD OF ANOTHER COLOR
Your Board has continued to demonstrate that it is taking
decisive actions in an effort to ensure your Company's growth and
enhance value for its stockholders. Now is the time to send a
message of support for a proposal that will simplify the capital
structure, improve transparency and liquidity, increase flexibility
to pursue strategic opportunities, and strengthen corporate
governance.
Your vote is important regardless of the number of shares you
own. Please take the time to vote today. Even if you
have already voted, please take a moment right now to sign, date,
and return the enclosed WHITE proxy card, and please discard
any gold (or other) proxy cards you receive. Your latest
dated proxy is the one that counts!
If your shares are registered in your own name, please sign,
date and mail the enclosed WHITE proxy card to Georgeson in
the self-addressed, stamped envelope provided. If your shares are
held in the name of a brokerage firm, bank nominee or other
institution, please sign, date and mail the enclosed WHITE
proxy card in the self-addressed, stamped envelope provided. If you
have any questions or need assistance in voting your shares, please
contact our proxy solicitor at the following:
199 Water Street, 26th Floor
New York, NY 10038
Stockholders Call Toll-Free (888) 549-6618
With appreciation for your investment in, and support for
Benihana,
Richard C. Stockinger
Chairman, Chief Executive Officer, and President
Safe Harbor Statement
Except for the historical matters contained herein, statements
in this letter are forward-looking and are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Investors are cautioned that forward-looking
statements involve risks and uncertainties that may affect the
business and prospects of Benihana, including, without limitation:
risks related to Benihana's business strategy, including the
Renewal Program and marketing programs; risks related to Benihana's
ability to operate successfully in the current challenging economic
environment; risks related to Benihana's efforts to strengthen its
Benihana Teppanyaki concept and build its RA Sushi and Haru brands;
and other risks and uncertainties that may cause results to differ
materially from those set forth in the forward-looking statements.
Past performance may not be indicative of future results. Although
Benihana believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions,
there can be no assurance that its expectations will be realized.
In addition to the risks and uncertainties set forth above,
investors should consider the risks and uncertainties discussed in
Benihana's filings with the Securities and Exchange Commission,
including, without limitation, the risks and uncertainties
discussed under the heading "Risk Factors" in such filings.
Benihana does not undertake any obligation to publicly update any
forward-looking statement to reflect events or circumstances after
the date on which any such statement is made or to reflect the
occurrence of unanticipated events.
Additional Information
On September 15, 2011, Benihana
filed with the Securities and Exchange Commission a Registration
Statement on Form S-4, which has since been declared effective by
the Securities and Exchange Commission. The Registration Statement
on Form S-4 contains a proxy statement/prospectus which describes
the proposed reclassification. Stockholders of Benihana are
advised to read the proxy statement/prospectus, because it contains
important information. Such proxy statement/prospectus and
other relevant documents may be obtained, free of charge, on the
Securities and Exchange Commission's website (http://www.sec.gov)
or from Benihana at the Investor Relations section of
www.benihana.com/about or by contacting the Company by telephone at
(305) 593-6770 (Attention: General Counsel).
Benihana and certain persons may be deemed to be participants in
the solicitation of proxies relating to the proposed
reclassification. The participants in such solicitation may include
Benihana's executive officers and directors. Further information
regarding persons who may be deemed participants is available in
Benihana's proxy statement/prospectus.
Media Contacts
Jeremy Fielding / Anntal
Silver
Kekst and Company
(212) 521-4800
SOURCE Benihana Inc.