MIAMI, Oct. 17, 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 reaffirming the Board's commitment to 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, and highlighting the special meeting for
stockholders it intends to hold on November
17, 2011.
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The full text of the letter is as follows:
October 17, 2011
Dear fellow Benihana stockholders:
Your company continues to prove itself in the market, reporting
last week its twenty-first consecutive four-week period, and its
seventh consecutive quarter, of comparable restaurant sales growth.
It is clear that our business is moving forward, and we are
capitalizing on our strong foundation for continued growth.
Against such a positive backdrop, the overwhelming majority
of our stockholders who were not affiliated with Benihana of
Tokyo, Inc. ("BOT") and who voted
last month at a special meeting decisively supported our
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.
In fact, excluding BOT votes, over 82% of votes cast by
holders of Common Stock were in favor of the proposal.
VOTE THE ENCLOSED WHITE PROXY CARD TODAY TO
ENSURE
YOUR COMPANY CAN CONTINUE TO REALIZE ITS POTENTIAL VALUE
As a result of BOT's large voting block, however, the Company
did not receive the required approval for the Reclassification by a
majority of the outstanding shares of Common Stock – defeated by a
small margin of 257,352 shares of Common Stock. All other
classes of stock voted a majority of shares outstanding in favor of
the Reclassification.
We believe that, given this resounding endorsement, it is
appropriate 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 proposed Reclassification is in the best interest of ALL
stockholders
PLEASE VOTE THE ENCLOSED WHITE PROXY CARD TODAY
TO ENSURE
YOUR COMPANY CAN IMPLEMENT ITS RECLASSIFICATION PROPOSAL
In addition, BFC Financial Corporation ("BFC") has converted all
of its remaining shares of Series B Preferred Stock into Common
Stock prior to the new record date to support the desire of the
majority of non–BOT stockholders, as demonstrated by the results of
the vote held at our September meeting, to implement this proposal.
Among other things, BFC is giving up the opportunity for an
attractive dividend yield from its Preferred Stock, without
receiving a monetary benefit. Additionally, BFC's voting
position will be diluted by the Reclassification, and yet they too
recognize that the proposal will serve the best interest of all
stockholders.
Additionally, we have made very clear the compelling advantages
that we believe the Reclassification would provide, including:
- 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.
Further, we believe it is important to have clarity on this
issue prior to the annual meeting, in order to avoid an
unnecessarily complicated voting process for directors at the
annual meeting, given the number of scenarios that might otherwise
be involved.
ALLOW THE COMPANY TO CONTINUE TO UNLOCK VALUE FOR ITS
STOCKHOLDERS – SIGN, DATE AND RETURN THE WHITE PROXY
TODAY, EVEN IF YOU VOTED ALREADY ON A CARD OF ANOTHER COLOR
Now more than ever it is important to your Company's continued
progress that stockholders send an unambiguous signal 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:
Georgeson
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.