Artis agreed to merge with RFA Capital Holdings through an all-stock transaction that will create a new public entity called RFA Financial.

If all goes according to plan, Artis will be delisted from the TSX and become a subsidiary of RFA Financial. But current Artis unitholders will own most of the stock in the new firm.

Under the proposed deal, Artis unitholders will receive one common share of RFA Financial for each unit that they hold, representing 68% of the combined company. RFA shareholders will own the remaining 32%. Preferred unitholders of Artis are expected to receive preferred shares of RFA Financial on equivalent terms, subject to approval.

The combined entity is slated to be listed on the Toronto Stock Exchange and feature a Schedule I bank, RFA Bank of Canada, alongside RFA’s mortgage-origination platform. Artis’ commercial real estate portfolio will become part of the new platform, with proceeds from future asset sales expected to be redeployed into RFA’s higher-growth financial services businesses.

Leadership of the new company will include Ben Rodney as president and CEO, Samir Manji as executive chair, Jaclyn Koenig as CFO and Melody Lo as COO. Rodney currently chairs Artis and serves as president of Toronto-based RFA. Manji is currently the Winnipeg-based REIT’s president and CEO, while Koenig is its CFO.

“By combining Artis with RFA, we are creating a scalable and growing financial services platform that benefits from diversification and built-in access to substantial growth capital”, said Manji. “Following our decision to end Artis’ strategic review process in December 2024, the board of trustees and management have continued to explore innovative ways of enhancing unitholder value, and we believe this transaction achieves that goal.”

The proposed merger comes after Artis concluded a strategic review process that lasted more than a year and resulted in $1.1 billion in divestments for debt-reduction purposes. Artis and RFA plan to continue selling the REIT’s assets as part of a rationalization process and use the “substantial net proceeds” to support growth opportunities in RFA’s financial-services platform.

The organizations said the planned capital investments would generate material higher returns at a faster rate than a standalone REIT could produce.

“We see a highly attractive opportunity to grow RFA’s balance sheet and invest in existing and new product capabilities,” said Rodney.  

The proposed merger is expected to close in the first quarter of 2026, pending unitholder, shareholder, regulatory, and court approvals.

Launched in August 2023, the review was conducted by a special board committee that worked alongside external advisors and aimed to evaluate strategic options to unlock and maximize value for unitholders. To further address upcoming debt obligations, Artis also finalized terms for new three-year senior secured credit facilities totalling $520 million. During the review process, Artis considered the sale of the REIT’s entire business but decided that option would not be feasible.

The proposed merger is expected to close in the first quarter of 2026, pending unitholder, shareholder, regulatory, and court approvals.

Pictured: Calgary office building.

Photo: Artis REIT