Benihana Announces End Of "Go-Shop" Period
MIAMI, July 3, 2012 /PRNewswire/ -- Benihana Inc. (NASDAQ: BNHN) ("Benihana" or the "Company"), operator of the nation's largest chain of Japanese theme and sushi restaurants, today announced the expiration of the "go-shop" period pursuant to the terms of the previously announced Agreement and Plan of Merger by and among the Company, Safflower Holdings Corp. and Safflower Acquisition Corp., dated as of May 22, 2012 (the "Merger Agreement"), pursuant to which Safflower Acquisition Corp. will be merged with and into the Company, and as a result the Company will continue as the surviving corporation and a wholly-owned subsidiary of Safflower Holdings Corp. Safflower Holdings Corp. is owned by funds advised by Angelo, Gordon & Co, L.P.
Under the terms of the Merger Agreement, the Company and its advisors were permitted to actively solicit and consider alternative proposals from third parties from the date of the Merger Agreement until 11:59 p.m. New York City time, on July 1, 2012. The Company noted that it did not receive any such alternative proposals during this period.
Headquartered in Miami, Benihana Inc. (NASDAQ: BNHN) is the nation's leading operator of Japanese theme and sushi restaurants with 95 restaurants nationwide, including 62 Benihana restaurants, eight Haru sushi restaurants and 25 RA Sushi restaurants. In addition, 16 franchised Benihana restaurants are operating in the United States, Latin America and the Caribbean. To learn more about Benihana Inc. and its three restaurant concepts, please view the corporate video at www.benihana.com/about/video.About Angelo, Gordon & Co. Angelo, Gordon & Co., L.P. is a privately held limited partnership founded in November 1988, and currently manages approximately $24 billion. The Firm's investment focus centers around three core competencies – credit, real estate, and private equity – and manages capital across five principal areas: (i) distressed debt and leveraged loans, (ii) real estate equity and debt, (iii) residential and commercial mortgage-backed and asset-backed securities, (iv) private equity, and (v) multi-strategy. Angelo, Gordon has over 260 employees (100 of whom are investment professionals) and is headquartered in New York, with associated offices in Chicago, Los Angeles, Washington D.C., London, Amsterdam, Hong Kong, Seoul, Shanghai, Tokyo, and Sydney. For more information, visit www.angelogordon.com. Additional Information and Where to Find It In connection with the proposed merger, Benihana has filed a preliminary proxy statement with the Securities and Exchange Commission that contains information about Benihana, Angelo Gordon, the proposed merger, and related matters. Benihana plans to mail a definitive proxy statement to its stockholders once it becomes available. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY AS IT WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. In addition to receiving the definitive proxy statement from Benihana by mail, stockholders will also be able to obtain the definitive proxy statement, as well as other filings containing information about Benihana, without charge, from the Securities and Exchange Commission's website ( www.sec.gov) or, without charge, from Benihana by mail or online from the Benihana website at the Investor Relations section of www.benihana.com/about. This press release is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of Benihana. Benihana and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Benihana stockholders with respect to the proposed merger. Safe Harbor Statement Except for the historical matters contained herein, statements in this press release 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.
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