Artis Real Estate Investment Trust (“Artis” or the “REIT”) and RFA Capital Holdings Inc. (“RFA”) have agreed to combine to form RFA Financial through a share exchange transaction. This transaction combines Artis’s high-quality real estate portfolio with RFA’s growing banking and mortgage platforms, creating a unique opportunity for enhanced returns.
Key Transaction Highlights
- Majority ownership – The combined company, RFA Financial, will become a new public entity with its shares to trade on the Toronto Stock Exchange, with Artis unitholders to own 68% of RFA Financial common shares outstanding upon closing.
- Enhanced platform – The combination creates a scaled and dynamic financial services platform, featuring a Schedule I bank and a leading mortgage origination platform, supported by a high-quality commercial real estate portfolio.
- Value creation – There will be significant value creation opportunity through targeted capital rotation from Artis’s commercial real estate portfolio into RFA’s higher growth financial services platform.
- Financial strength – RFA Financial will boast stable and growing earnings, enabling it to maintain a sustainable and increasing dividend.
- Strong leadership – RFA Financial will have a proven executive team to be led by Ben Rodney, the current Chair of Artis’s Board of Trustees and President, CEO and Managing Partner of RFA, and with the continuing stewardship of Samir Manji, current President, CEO, and Trustee of Artis.
What this Means for Unitholders
Under this transaction, Artis’s unitholders will receive equity of the new combined company “RFA Financial Inc.” for each common unit and preferred unit held. As a result, unitholders will own a stake in a much larger, more diversified enterprise and have the opportunity to participate in its future growth and value creation.
This transaction will provide unitholders:
- Majority ownership – Make Artis unitholders the 68% majority owner of a growing financial services platform supported by a high-quality commercial real estate portfolio.
- Exposure to Financial Services sector – Provide Artis unitholders with exposure to Canada’s attractive financial services sector, which has historically generated strong returns through business cycles.
- Enhanced growth opportunity – Create opportunities for enhanced growth and value creation as RFA Financial redeploys capital from real estate asset sales into higher-returning financial services investments.
Fairness Opinions
In reaching its conclusion that the combination transaction is fair, from a financial point of view, to Artis unitholders and that it is in the best interests of Artis, the Board consulted with its legal counsel and financial advisors.
CIBC World Markets Inc. provided fairness opinions that, as of the date thereof and subject to the assumptions, limitations and qualifications set forth therein: (i) the exchange ratio applying to the common unitholders of the REIT, pursuant to the Arrangement, is fair from a financial point of view to common unitholders of the REIT; and (ii) the consideration to be received by the preferred unitholders of the REIT, pursuant to the Arrangement, is fair, from a financial point of view, to the preferred unitholders of the REIT. Haywood Securities Inc. provided an independent fairness opinion that, as of the date thereof, subject to the assumptions, limitations and qualifications contained therein, the applicable exchange ratios are fair, from a financial point of view, to the common unitholders and preferred unitholders of the REIT.
Outcome of Special Meeting
A special meeting of unitholders (the “Meeting”) was held on Thursday, December 11, 2025 at 10:00 a.m. (Toronto time) at the York Room of the Hilton Toronto hotel at 145 Richmond Street West, Toronto, Ontario. Final meeting results are detailed in the Report of Voting Results and press release dated December 11, 2025, both of which have been filed on Sedar+.
Important Documents
Press Releases
September 15, 2025
Artis and RFA Capital Agree to Combine to Form RFA Financial Through a Share Exchange Transaction
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November 10, 2025
Artis Files Meeting Materials for Vote on Combination with RFA Capital
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December 4, 2025
Both Leading Independent Proxy Advisors ISS and Glass Lewis Recommend Artis REIT Unitholders Vote FOR the Arrangement with RFA Capital
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December 11, 2025
Artis and RFA Capital Announce Securityholder Approvals of the Arrangement and Voting Results from Special Meetings
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Meeting Materials
Below are the meeting materials in respect of the Meeting that was held on Thursday, December 11, 2025, at 10:00 a.m. (Toronto time).
Additional information regarding the Section 85 Election described in the Circular will be provided as of the Effective Date of the Arrangement.
Cautionary Statement
The foregoing information contains certain assumptions relating to forward looking information, and such information and assumptions are subject to various risks. See “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors Relating to the Arrangement” of the Management Information Circular in respect of the Meeting.