The SEC filing clears the path to closing, with Real and REMAX shareholders still required to approve key parts of the deal.
The proposed merger between The Real Brokerage and REMAX Holdings has entered the stage of final shareholder approval, with the companies scheduled to vote on August 14th on a transaction that would combine both real estate brands into a new company called Real REMAX Group Inc.
The companies disclosed the meeting schedule in their final proxy materials filed Thursday, nearly three months after announcing the proposed deal. Real’s general meeting of shareholders is scheduled for August 14th at 10 a.m. Eastern time. The REMAX shareholders’ meeting is scheduled to be held on the same day at 8:00 a.m. Mountain Time. Both meetings will be held virtually.
The vote comes as Real continues to expand ahead of the proposed merger. Real announced last month that it had surpassed 35,000 agents, a move that CEO Tamir Poleg pointed to as evidence that the company’s growth has remained largely organic, even as it moves forward with the REMAX deal.
The latest SEC filing provides a path to closing, with Real and REMAX shareholders still required to approve key parts of the deal. While the real shareholders will vote on this arrangement, REMAX shareholders will vote on the merger and related stock issuance in connection with REMAX’s acquisition of RIHI Inc. RIHI Inc. through an investment vehicle in which REMAX co-founder Dave Liniger and his spouse own shares in the company.
Even if shareholders approve the offer, the deal must meet other closing conditions, including regulatory approvals and court approval of Real’s arrangement under British Columbia law.
The deal, announced in April, will combine Real’s rapidly growing cloud-based brokerage platform with REMAX’s global franchise network. The companies said the combined platform will support more than 180,000 agents in more than 120 countries and territories, including more than 100,000 agents in the United States and Canada.
Following the completion of the merger, former Real stockholders are expected to own approximately 60% of the combined company and former REMAX stockholders are expected to own approximately 40%, assuming that the maximum available cash consideration is paid to REMAX stockholders.
Under the terms outlined in the filing, Real shareholders will receive shares in the newly formed holding company in a 10-for-1 reverse stock split. REMAX Class A shareholders will have the option of either stock in the new company or cash at $13.80 per share, on a pro-rata basis. Total cash proceeds to REMAX shareholders are expected to be no less than $60 million and no more than $80 million, according to the filing.
The new company will trade on the Nasdaq under the Real’s current ticker symbol, REAX. If the deal goes through, Real’s existing shares will be delisted from the Nasdaq and REMAX shares will be delisted from the New York Stock Exchange.
Both boards recommended that shareholders vote in favor of the proposal. The companies previously said they expected the transaction to close in the second half of 2026.
Email AJ LaTrace
