공시 • Apr 29
The Real Brokerage Inc. (NasdaqCM:REAX) entered into a definitive agreement to acquire RE/MAX Holdings, Inc. (NYSE:RMAX) from Peterson Adam K and others for approximately $290 million.
The Real Brokerage Inc. (NasdaqCM:REAX) entered into a definitive agreement to acquire RE/MAX Holdings, Inc. (NYSE:RMAX) from Peterson Adam K and others for approximately $290 million on April 26, 2026. Under the terms of the agreement, RE/MAX Holdings shareholders will have the right to elect to receive 5.152 shares of Real REMAX Group or $13.80 in cash, subject to proration such that the aggregate cash proceeds to RE/MAX Holdings shareholders in the transaction will be no less than $60 million and no greater than $80 million. Real shareholders will receive 1 share of Real REMAX Group for each Real share. The consolidation will be adjusted as 10-for-1 share consolidation of Real shares immediately prior to closing. The transaction values each RE/MAX Holdings share at $13.80 based on Real’s closing price on April 24, 2026. The transaction implies an enterprise value for RE/MAX Holdings of approximately $880 million, representing a fully synergized multiple of 7x 2025 EBITDA. Real has secured a $550 million financing commitment arranged by Morgan Stanley Senior Funding, Inc. and Apollo Global Funding, LLC as joint lead arrangers and bookrunners to refinance RE/MAX Holdings’ existing debt and to fund the cash portion of the transaction consideration and transaction costs. Following the closing of the transaction, Real shareholders are expected to own approximately 59% of the combined company, and RE/MAX Holdings shareholders are expected to own approximately 41% on a fully diluted basis, assuming the midpoint of available cash consideration to RE/MAX Holdings shareholders. Under the terms of the agreement, the parties will form a new holding company called Real REMAX Group. Upon termination of the Merger Agreement under certain specified circumstances, a termination fee of $31 million will be payable by Real and a termination fee of $25 million will be payable by REMAX Holdings.
Following the close of the transaction, Real Chief Executive Officer Tamir Poleg will serve as Chairman and Chief Executive Officer of the new Real REMAX Group. Real’s Chief Operating Officer, Jenna Rozenblat, will serve as Chief Integration Officer in connection with the transaction. Additional leadership positions within the Real REMAX Group are expected to leverage the combined strengths of both organizations. The combined company’s 10-member board will include 3 members from the RE/MAX Holdings board. Real REMAX Group will be headquartered in Miami with significant operations remaining in the Denver area. Its stock is expected to trade on NASDAQ under the ticker REAX. REMAX and Motto Mortgage brands will be maintained and continue to operate as dedicated franchise models. Real Broker LLC will continue to operate as an owned brokerage under the Real brand.
The transaction is expected to close in the second half of 2026, subject to customary closing conditions, regulatory approvals and approval by each company’s shareholders as well as court approval in the Province of British Columbia. Dave Liniger, the co-founder and Chairman of RE/MAX Holdings, controls approximately 38% of the voting power of RE/MAX Holdings’ outstanding shares and has agreed to vote the shares he controls in favor of the transaction. Certain officers and directors of Real and their affiliated entities, who collectively own approximately 16% of Real’s outstanding shares, have agreed to vote their shares in favor of the transaction. The transaction has been approved by the boards of directors of both companies. The combined company will benefit from a diversified earnings profile and, on a pro forma basis, would have generated approximately $2.3 billion in annual revenue and $157 million in Adjusted EBITDA before synergies in 2025.1 Strong cash flow for the combined company is expected to support rapid deleveraging consistent with Real’s targeted leverage ratio of sub-2.0x net debt-to-Adjusted EBITDA by the end of the second full fiscal year following the close of the transaction, while enabling continued investment in growth and technology. The transaction is expected to generate approximately $30 million of annual run-rate cost savings, with the majority expected to be realized within calendar year 2027. The transaction is intended to qualify as a tax-free transaction for U.S. federal income tax purposes.
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Real, Andrew C. Marmer, Sean M. Ewen, and David K. Boston of Willkie Farr & Gallagher LLP and Kathleen Ritchie of Gowling WLG (Canada) LLP are serving as legal advisors in the U.S. and Canada, respectively, and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor. J.P. Morgan Securities LLC is serving as exclusive financial advisor to RE/MAX Holdings, Gavin Grover, Michael O’Bryan, and Joseph Sulzbach of Morrison & Foerster LLP is serving as legal advisor and H/Advisors Abernathy is serving as strategic communications advisor. Patrick Shea and Fraser Bourne of McCarthy Tétrault LLP acted as a legal advisor to RE/MAX Holdings. Charles D. Maguire, Todd Kaye, and Tyler Mark of Bryan Cave Leighton Paisner LLP acted as a legal advisor to The Real Brokerage.