Vestin Realty Mortgage II, Inc. and Brighton Holdings, LLC Announce Definitive Merger Agreement
LAS VEGAS, Aug. 2, 2023 /PRNewswire/ -- Vestin Realty Mortgage II, Inc. ("Vestin," "the company," "we" or "our") and privately held Brighton Holdings, LLC ("Brighton") announced today that they have entered into a definitive merger agreement pursuant to which Brighton will acquire the outstanding shares of common stock of Vestin for $4,020.00 per share in an all-cash transaction valued at approximately $5.025 million (the "proposed merger").
The $4,020.00 per share price reflects a premium of approximately 209 percent to Vestin's unaffected closing stock price on Aug. 2, 2023, the last full trading day prior to the announcement of the definitive merger agreement.
Brighton currently owns approximately 67.7 percent of Vestin common stock. Upon completion of the transaction, Brighton will merge with and into Vestin, the Vestin common stock will no longer be listed on any public market and Brighton's separate corporate existence will cease. Vestin will continue as the surviving entity, owned by the current owners of Brighton.
The Vestin board of directors approved the definitive merger agreement following the recommendation of a special committee of the board that had previously been formed to oversee and review strategic alternatives for the company. Vestin has also received an opinion from Cogent Valuation stating that the merger consideration is fair, from a financial perspective, to the holders of shares of the company's common stock.
Transaction Approvals and Timing
The transaction, which was approved by the Vestin board of directors, is not subject to financing conditions and is expected to close in the third quarter of 2023, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by Vestin stockholders.
Advisors
Cogent Valuation served as financial advisor for Vestin. Saul Ewing Arnstein & Lehr LLP is acting as legal counsel to the special committee of the board of directors of Vestin. Snell & Wilmer is acting as legal counsel to Brighton.
About Vestin Realty Mortgage II, Inc.
Vestin Realty Mortgage II, Inc., formerly Vestin Fund II, LLC, invests in loans secured by real estate through deeds of trust or mortgages and as defined in our management agreement as mortgage assets. In addition, we invest in, acquire, manage, or sell real property and acquire entities involved in the ownership or management of real property, as well as securities. We commenced operations in June 2001. Vestin Realty Mortgage II, Inc. is headquartered in Las Vegas, Nevada.
About Brighton Holdings, LLC
Brighton Holdings, LLC is a privately held firm recently formed to hold the share ownership in Vestin Realty Mortgage II, Inc. as described above. Brighton is owned by Michael Shustek, CEO of Vestin, and Craig Burr. It has no operating history.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the proposed merger, Vestin intends to mail an information statement to each stockholder entitled to notice of and to vote at the special meeting relating to the proposed merger. STOCKHOLDERS OF VESTIN ARE URGED TO READ THE INFORMATION STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED MERGER CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Stockholders will be able to obtain free copies of the information statement and other documents containing important information about Vestin free of charge from Vestin by directing a request to Vestin at (702) 227-0965.
Cautionary Statement Regarding Forward-Looking Statements
The information included herein, together with other statements and information publicly disseminated by Vestin, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Vestin intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions.
You can identify forward-looking statements by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) Vestin's proposed merger with Brighton may not be completed in a timely manner or at all; (ii) the failure to realize the anticipated benefits of the proposed merger; (iii) the possibility that competing offers or acquisition proposals for Vestin will be made; (iv) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances which would require Vestin to reimburse Brighton for its expenses; (vi) the risk that stockholder litigation in connection with the merger may result in significant costs of defense, indemnification and liability; (vii) the potential widespread and highly uncertain impact of public health outbreaks, epidemics and pandemics, such as the COVID-19 pandemic; (viii) increases in market interest rates will increase Vestin's borrowing costs and may drive potential investors to seek higher dividend yields and reduce demand for Vestin's common stock; (ix) market price and volume of stock could be volatile; and (x) other factors affecting the real estate industry generally.
While forward-looking statements reflect Vestin's good faith beliefs, they are not guarantees of future performance. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We disclaim any obligation other than as required by law to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors or for new information, data or methods, future events or other changes.
Contacts
Damon Elder
Spotlight Marketing Communications
949.427.1377
damon@spotlightmarcom.com
SOURCE Vestin Realty Mortgage II, Inc.
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