A meeting is scheduled to take place in December on a transaction that would create a new entity
Nearly 40% of Artis Real Estate Investment Trust’s common unitholders have already committed to support its proposed merger with RFA Capital Holdings Inc., a strong pre-vote indication that could determine the outcome of the December 11, 2025 meeting on the transaction that would create RFA Financial Inc.
Under the plan of arrangement, RFA will acquire all outstanding Artis units through a share exchange that would make RFA the parent company and rename it RFA Financial Inc. Artis would become a subsidiary alongside RFA Bank of Canada, RFA Mortgage Corporation, and TM Investment Management Corp. Each Artis common unit would convert into one RFA Financial common share, giving Artis unitholders a 68% stake in the combined company.
The merger centres on a strategy to reallocate capital from Artis’ commercial real estate holdings into RFA’s banking and mortgage platforms. RFA Bank of Canada, a federally regulated Schedule I bank, held more than $2.5 billion in assets as of June 30, 2025. RFA Mortgage Corporation originated $2.9 billion in residential mortgages over the 12 months ending the same period.
Artis’ board, excluding the interested trustee, unanimously recommended that unitholders vote for the arrangement, the related preferred-unit resolutions, and an equity incentive plan. Holders of Series E and Series I preferred units will vote separately on whether to exchange their units for preferred shares of RFA Financial. The transaction does not depend on preferred approval; if either series votes against the plan, those units would remain listed on the Toronto Stock Exchange under Artis.
The leadership structure of the combined company has been detailed ahead of closing. RFA’s Ben Rodney, who also chairs the Artis board, will become president and CEO of RFA Financial, while Artis president and CEO Samir Manji will serve as executive chair. Artis CFO Jaclyn Koenig will assume the same role at RFA Financial, and RFA managing partner Melody Lo will become chief operating officer.
Support agreements covering about 39.7% of outstanding common units were signed by major investors, including Sandpiper Group, Halcyon International Ltd., and Artis trustees and officers. CIBC World Markets Inc. and Haywood Securities Inc. provided fairness opinions stating that the exchange ratios and consideration to be received by unitholders and preferred holders are fair from a financial standpoint.
Regulatory steps have already been completed. Competition Act approval was granted on October 14, 2025, followed by interim court orders on November 0 authorizing unitholder and shareholder meetings. The final hearing is scheduled for December 18, 2025, and the deal is expected to close in the first quarter of 2026, pending final court and RFA shareholder approval.
After completion, RFA Financial’s common shares will undergo a one-for-three consolidation, while preferred instruments will remain unaffected. The combined company intends to pay a quarterly dividend of $0.11 per share, or $0.44 annualized, and continue regular monthly and quarterly distributions for Artis unitholders until closing.
Artis, a diversified Canadian REIT with industrial, office, and retail assets in Canada and the United States, said unitholders of record as of October 30, 2025, are entitled to vote at the meeting, to be held in Toronto and virtually via webcast.
