Securityholders of The Real Brokerage and RE/MAX Holdings approved their proposed combination on August 14, moving the companies closer to forming Real REMAX Group. The vote cleared a major transaction condition, but the acquisition has not closed.
The companies said the deal still requires a final order from the Supreme Court of British Columbia and satisfaction of other specified closing conditions. They expect closing shortly after those conditions are met, with the process anticipated to take place within the next couple of weeks.
How securityholders voted
Real shareholders cast 99.01% of their votes in favor of the arrangement, according to the company’s SEC-filed voting report. The resolution required approval from at least two-thirds of the votes cast. When Real shareholders, optionholders and restricted-share-unit holders voted together as one class, the measure received 98.91% support.
On the RE/MAX side, holders representing approximately 78.8% of the voting power of RE/MAX Holdings common stock approved the acquisition.
“Today’s vote is an important milestone for REMAX franchise owners and the broader REMAX network,” RE/MAX Holdings CEO Erik Carlson said in the companies’ announcement. Real Chairman and CEO Tamir Poleg said the support reflected confidence in the companies’ plans for the combined organization.
What the deal would create
If the transaction closes, a newly formed holding company named Real REMAX Group will bring together Real’s brokerage platform with RE/MAX Holdings’ franchise businesses. The companies said the combined organization would support more than 180,000 real estate professionals across more than 120 countries and territories.
REMAX and Motto Mortgage are expected to continue operating under their current brands, while Real would remain an owned brokerage under the Real brand. The original acquisition announcement also said the businesses would retain their distinct models and communities.
Real shareholders are expected to own approximately 59% of the combined company, while RE/MAX Holdings shareholders would own about 41%, assuming the midpoint of the available cash consideration. RE/MAX Holdings shareholders may elect stock or $13.80 in cash for each share, subject to proration that limits aggregate cash payments to between $60 million and $80 million. The stock election was disclosed as 5.15 Real REMAX Group shares before an adjustment for Real’s planned 10-for-1 share consolidation.
Real has secured a $550 million financing commitment arranged by Morgan Stanley and Apollo to refinance RE/MAX Holdings’ existing debt and fund the cash consideration and transaction costs. The transaction is not contingent on financing.
What agents and broker-owners should watch
The companies’ public transaction materials do not announce changes to franchise agreements, commission plans or office-level procedures. They also do not specify changes to RE/MAX franchise fees, royalty schedules, agent compensation, MLS access or local support.
Real has said RE/MAX professionals would have an opportunity to use reZEN, its integrated transaction platform. However, the public announcements do not provide a rollout schedule, state whether participation would be optional, or describe any pricing for RE/MAX affiliates. Those details would require separate company guidance.
After closing, Poleg is expected to serve as chairman and CEO of Real REMAX Group, and Real COO Jenna Rozenblat would serve as chief integration officer. Three members of the 10-person board are expected to come from the RE/MAX Holdings board. The company would be headquartered in Miami, retain significant operations in the Denver area and trade on Nasdaq under the REAX ticker.
For agents and broker-owners, the next confirmed milestone is the court order and an official closing announcement. Until then, the vote establishes securityholder support for the ownership structure but does not settle how integration will affect individual offices.