Benihana Inc. (NASDAQ: BNHN) (“Benihana” or the “Company”), operator of the nation’s largest chain of Japanese theme and sushi restaurants, today announced that it has entered into a definitive merger agreement with funds advised by Angelo, Gordon & Co.’s (“Angelo Gordon”) Private Equity Group in a transaction valued at approximately $296 million.Under the terms of the merger agreement, which has been approved by the Company’s Board of Directors, Angelo Gordon will acquire all of the outstanding shares of Benihana’s common stock for $16.30 per share in cash. This represents a premium of 46% percent over the average closing share price for the 30 days ended March 13, 2012, at which time the Company announced that it was exploring strategic alternatives (including a possible sale of the Company), and an approximate 23% premium to the closing share price on May 21, 2012. The transaction will result in Benihana becoming a private company.
Richard C. Stockinger, Benihana’s Chairman, President and Chief Executive Officer, said, “This is a win for our growing base of loyal customers who enjoy our restaurants every day, and for our future customers in markets hungry for the dramatic, high-quality Japanese dining that only our brands can deliver. Our management and restaurant professionals have done a tremendous job of accelerating and strengthening performance through our renewal efforts. After evaluating the Company’s strategic alternatives, we are pleased to reach agreement with Angelo Gordon. We feel that this transaction with Angelo Gordon recognizes the value of the Benihana brands and delivers a significant cash premium to the Company’s shareholders.”
“Benihana has a great brand heritage and delivers a unique customer experience across its three restaurant concepts,” said Richard Leonard, a Managing Director at Angelo Gordon. “We are very excited to be working with Richard Stockinger and the entire Benihana team. They’ve been very successful in bolstering Benihana’s operations and positioning the Company for growth. We believe the market for Japanese cuisine is significant and expanding, and our plan is to help the Company realize its growth potential over the next several years.”
Mr. Stockinger continued, “We believe that partnering with Angelo Gordon will help Benihana continue its track record of profitable growth, and we look forward to working with Richard and his team.”
Under the terms of the agreement, the Company and its advisors are permitted to actively solicit and consider alternative proposals from third parties during the next 40 calendar days continuing through July 1, 2012. The Company does not intend to disclose developments with respect to this process unless and until the Board makes a decision regarding a potential superior proposal. There can be no assurances that this process will result in a superior proposal or alternative transaction. In addition, Angelo Gordon may, subject to the terms of the merger agreement, respond to such proposals.
As a result of today’s announcement of the transaction, the Company will make earnings releases consistent with its current schedule for the period of the transaction’s pendency, but will suspend earnings conference calls and webcasts.
Completion of the transaction is subject to the approval by holders of a majority of Benihana’s common stock. The transaction is also subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”), and other customary closing conditions. A special meeting of Benihana’s shareholders will be held following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) and subsequent mailing of the proxy statement to shareholders. Angelo Gordon has fully committed financing and the transaction is not subject to a financing condition. Assuming the satisfaction of conditions, the Company expects the transaction to close in the second half of the 2012 calendar year.
Angelo Gordon’s Private Equity Group, which is currently investing its fourth fund, makes control equity investments with deal sizes ranging from $50 million to $500 million. Sector focus includes financial services, consumer/retail, and healthcare. The restaurant industry has been and will continue to be a key area of focus for the firm within the consumer/retail sector. Angelo Gordon partners with world-class managers and operators to find and manage investment opportunities. The Private Equity Group targets investments with a consistent theme of demonstrating strong and consistent growth with dynamic management teams.
Jefferies & Company, Inc. is serving as exclusive financial advisor and Hughes Hubbard & Reed LLP is serving as legal advisor to Benihana in connection with the transaction. Kirkland & Ellis LLP is serving as Angelo Gordon’s legal advisor.