March 7, 2013
/PRNewswire/ -- Landry's, Inc. ("Landry's") announced that it has sent a letter to the Board of Directors of Ark Restaurants Corp. (NASDAQ: ARKR) ("Ark") that calls into question the Ark Board's outright rejection of Landry's proposal to acquire all of Ark's outstanding capital stock for
per share in cash in a negotiated transaction. Landry's strongly believes that Ark shareholders would experience immediate and far greater benefit from the significant premium provided by Landry's proposal than the continued pursuit of Ark's floundering business strategy, which has produced a 4.6% decline in same store sales and
in operating losses related to a particular restaurant in Ark's first fiscal quarter of 2013. Landry's further believes that the Ark Board, which includes four executive officers, is more concerned with self-preservation than maximizing value for shareholders, and called upon the Board to remove the obstacles to Landry's ability to take its proposal directly to shareholders. A copy of the letter is set forth below.
March 7, 2013
Via Facsimile and Email
Board of DirectorsArk Restaurants Corp.85 Fifth Avenue
New York, New York
Dear Members of the Board:
We are writing in response to the press release issued by Ark Restaurants Corp. ("Ark" or the "Company") on
February 14, 2013
publicly announcing that the Board of Directors of the Company (the "Board") has rejected the proposal made by Landry's, Inc. ("Landry's") to acquire all the outstanding capital stock of Ark for
per share in cash in a negotiated transaction. Ark's press release stated that the Board rejected our proposal because it was "inadequate, not compelling and not in the best interests of Ark Restaurants shareholders" and that "[i]n the board's judgment, Ark's shareholders will be better served by [the Company's] experienced management operating and growing [its] business." We are writing to you because, in our view, the Board's curt and uninformative response runs directly contrary to the best interests of Ark's shareholders. Our extremely attractive acquisition proposal provides a significant premium, immediate liquidity and an opportunity to maximize value for all of Ark's shareholders. In our view, the Board's flat rejection without evidence of serious consideration or explanation for its decision is not only puzzling but rather alarming.
Our proposal represents a 22.0% premium to the closing price of the Company's common stock on
February 6, 2013
, the date of our proposal, a 28.5% premium to the average closing price over the 30 days preceding our proposal and a 31.5% premium to the average closing price over the 90 days preceding our proposal. We fail to see any support for the Company's assertion that our proposal is inadequate. In fact, we have no reason to believe the Board has given our proposal any meaningful consideration since in the three weeks it took to curtly reject our proposal, we have not at all been contacted by the Board to discuss it, despite our publicly stated willingness to do so.
It is hard to see how the Board can maintain that the significant premium provided by our proposal does not value the Company adequately and that shareholders are better served by the current failed management strategy. Most recently, Ark has disclosed a 4.6% decrease in same store sales in the first fiscal quarter of 2013 as compared to the same period in fiscal 2012. This significant and pervasive decrease in same store sales covers almost all markets in which the Company operates and includes a 31.6% decrease in
, a 6.1% decrease in
, a 6.0% decrease in
, a 5.9% decrease in
and a 4.4% decrease in Connecticut. In addition, Ark continues to sustain substantial losses as a result of the underperformance of its restaurants and restaurant closures. Ark reported operating losses of
for the three months ended
December 29, 2012
related to a restaurant in
which opened in
and which we believe represents an extremely poor investment of the Company's resources. Since
, Ark has also permanently closed or vacated a total of five (5) locations, recording aggregate losses of over
related to the closure of these properties. In our view, the Board and management have shown no ability to reverse this disturbing trend of losses and restaurant closures. Overall, in light of the serious issues facing the Company, we continue to believe that our proposal to acquire all of the Company's stock provides full and fair value to shareholders and is a far better alternative to the Company's current misguided and poorly executed strategy.
Clearly, shareholders deserve a more thoughtful and substantiated response than a mere conclusory statement that our proposal is "inadequate". If, despite the facts we have laid out above, it is indeed the case that the pursuit of the current strategy of the Company as a standalone business is the optimal course to deliver value for shareholders, then the Board should have no problem disclosing its rationale as to why the unconditional rejection of our attractive proposal in the best interest of shareholders.