LAS VEGAS, Jan. 3, 2005 (PRIMEZONE) -- Vestin Group, Inc. (Nasdaq:VSTN) today announced that it has entered into an agreement to purchase Joe Namath's holdings in the company comprising 400,000 shares of Vestin Common Stock, and terminate Mr. Namath's contract with the company in a $1.6 million cash transaction.
Vestin pointed out that Mr. Namath had $2 million remaining on his contract, which has now been terminated by this agreement.
Specifically, the agreement, outlined in an 8-K filed January 3, 2005 with the Securities and Exchange Commission, calls for:
- Vestin to purchase the 400,000 shares (800,000 shares pre-split) of the Company's common stock which shares were issued to Mr. Namath on July 12, 2004 after he exercised a warrant issued to him on January 10, 2001. - The termination of the warrant dated January 10, 2001 to purchase 200,000 shares (400,000 shares pre split) of Vestin's common stock. - The termination of the license agreement dated January 10, 2001 by and between the Company and Mr. Namath subject to the continuation of certain insurance obligations and indemnification obligations. - The mutual release of both parties.
Vestin said it will borrow $1.6 million from Shustek Investments, Inc., a Nevada corporation wholly owned by Vestin's Chief Executive Officer, President and Majority Shareholder Michael Shustek. The terms of the loan are interest only at the rate of eight percent (8%) annually, interest payable monthly, with the entire principal balance due one year from the execution of the promissory note. The loan is secured by a stock pledge of the shares.
The company also said this transaction will result in its having less than 500,000 shares of common stock outstanding in the public float. Consequently, Vestin will no longer qualify to remain listed on the NASDAQ Small Cap Market. Vestin said it plans to apply for listing on the Nasdaq OTC Bulletin Board and that it believes the transaction is beneficial to the Company's shareholders because it eliminates the threat of a lawsuit from Mr. Namath for the termination of his license agreement and because of the thinly traded nature of Vestin's stock; had the Namath shares been sold in the open market, the company's stock price would likely be depressed.
Vestin also said that it received from David Chavez a letter of resignation from the Board of Directors and the Audit Committee. Mr. Chavez indicated that due to the time demand of his accounting practice he does not have sufficient time to devote to the company's business. Fredrick J. Zaffarese Leavitt, a certified public accountant and a current member of the Board of Directors and the Audit Committee, will replace Mr. Chavez as Chairman of the Audit Committee.
About Vestin Group
Vestin Group, Inc., through its subsidiaries, is engaged in asset management, real estate lending, and other financial services. Its subsidiary, Vestin Mortgage, has facilitated more than $1.5 billion in lending transactions since 1995. Through Vestin Mortgage, Vestin Group manages three funds: Vestin Fund I, LLC, $100 million mortgage fund; Vestin Fund II, LLC, a $500 million mortgage fund; and Vestin Fund III, LLC, a $100 million mortgage and real estate fund.
Certain statements contained herein are forward-looking statements that have been made pursuant to the safe harbor provisions of the Private Securities Litigation Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties which may cause the actual results in the future periods or plans for future periods to differ materially from those described herein as anticipated, believed, or estimated.