Institutional Shareholder Services (ISS) Recommends Common Shareholders of Benihana Inc. Reject the Reclassification Proposal at the Upcoming Special Meeting

NEW YORK, Aug. 24, 2011 /PRNewswire/ -- Benihana of Tokyo, Inc. ("BOT"), Benihana's largest common shareholder, today announced that Institutional Shareholder Services (ISS), a leading independent proxy advisory firm, has issued a report recommending that the common shareholders of Benihana Inc. (Nasdaq: BNHN) vote "AGAINST" the Company's proposal to reclassify each share of the Company's Class A Common Stock into one share of Common Stock (the "Reclassification") at a Special Meeting scheduled to be held on September 12, 2011.  BOT urges Benihana common shareholders to follow ISS and vote the GOLD proxy card TODAY to protect their investment and reject the ill-advised Reclassification.

ISS addressed the Company's purported liquidity rationale for proposing the Reclassification by stating, "The company's Common shares trade far less frequently than its Class A Common shares. Because Common shareholders can convert their holdings to Class A shares at their discretion, however, there already is a robust liquidity mechanism for the Common shareholders."

ISS went on to address the Company's purported "good corporate governance" argument by stating, "ISS supports 'one-share, one-vote' voting structures at publicly-traded companies, out of the conviction that voting rights have value. While a single class structure is preferable, however, it does not follow that shareholders willingly suffering dilution of their voting rights should no compensation for the value they are giving up. If one of the aims of good corporate governance is to preserve, protect, and extend shareholder value, it would make little sense to insist that one class of shareholders forfeit an element of that value without appropriate compensation."

ISS then concludes, "Because it provides inequitable treatment of the Common shareholders, however, in denying them compensation for the substantial voting dilution they would undergo, the proposal is not yet in their best interests, and does not warrant their support."

"We are extremely pleased ISS agrees with us that the Reclassification is 'inequitable' to, and not in the best interests of, the Company's common shareholders," said Keiko Ono Aoki, BOT's Chief Executive Officer. "We urge all common shareholders to join us in rejecting this ill-conceived transaction that would effectively dilute the collective voting power of the Company's common shareholders by more than 50%, while greatly increasing the voting power of the Company's Class A shareholders, many of whom are Company insiders."

If you have any questions or require any assistance with your vote, please contact SCB Advising, Inc., who is assisting us, at 1-877-786-3323 or 1-646-290-5243.

Contact:
Steven Balet
(917) 261-2217

SOURCE Benihana of Tokyo, Inc.