WINNIPEG, MB, Nov. 10, 2025 /CNW/ - Artis Real Estate Investment Trust ("Artis" or the "REIT") (TSX: AX.UN) today announced that it has filed its management information circular and related meeting materials (the "Meeting Materials") for the special meeting of Artis common unitholders, holders of preferred units, Series E (the "Series E Units") and holders of preferred units, Series I (the "Series I Units") to be held on Thursday, December 11, 2025 (the "Meeting"). The Meeting Materials are available under Artis' profile on SEDAR+ at www.sedarplus.ca and on the REIT's website at www.artisreit.com.

The Artis Board of Trustees unanimously (other than the Interested Trustee, as described below) recommends that: (i) Artis common unitholders vote FORthe special resolution approving the Arrangement, (ii) holders of Series E Units vote FOR the Series E Resolution, (iii) holders of Series I Units vote FOR the Series I Resolution, and (iv) Artis common unitholders vote FORthe Equity Incentive Plan Resolution, all as described in the Meeting Materials and below.

The Arrangement

At the Meeting, Artis common unitholders will vote on the proposed transaction with RFA Capital Holdings Inc. ("RFA"), as previously described in the joint news release of Artis and RFA dated September 15, 2025, pursuant to a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) and section 84 of The Trustee Act (Manitoba) (the "Arrangement"). Under the Arrangement, RFA will become the parent company and will change its name to RFA Financial Inc. ("RFA Financial" or the "Resulting Issuer"). Artis will become a subsidiary of RFA Financial, together with RFA Bank of Canada, RFA Mortgage Corporation, and TM Investment Management Corp. Artis common unitholders will receive one common share of RFA Financial for each Artis common unit held immediately prior to the Arrangement, and Artis common unitholders will own 68% of the common shares of RFA Financial. Artis common unitholders will also be asked to vote on the authorization, approval and ratification of the equity incentive plan of the Resulting Issuer.

In addition, at the Meeting holders of Series E Units and Series I Units will be asked to consider and vote, as separate classes, to approve the Arrangement whereby RFA will also acquire all of the issued and outstanding Artis preferred units in exchange for Resulting Issuer Series E preferred shares and Series I preferred shares. The Arrangement is not conditional on preferred unitholder approval and, if approval of either Series E preferred unitholders or Series I preferred unitholders is not obtained, then both series of preferred units will remain outstanding as preferred units of Artis (provided that Artis and RFA may, on mutual agreement, allow only a series of preferred units that approves the Arrangement to be exchanged for Resulting Issuer preferred shares), which will be a subsidiary entity of the Resulting Issuer and will remain listed on the Toronto Stock Exchange ("TSX").

Transaction Creates Significant Value Through Capital Reallocation and Growth

As announced on September 15, 2025, and detailed in the Meeting Materials, the Arrangement will combine Artis' high-quality commercial real estate portfolio with RFA's growing banking and mortgage platforms.

If approved, the Arrangement will:

   -- make Artis unitholders the 68% majority owner of a growing financial 
      services platform supported by a high-quality commercial real estate 
      portfolio; 
 
   -- provide Artis unitholders with exposure to Canada's attractive financial 
      services sector, which has historically generated strong returns through 
      business cycles; and 
 
   -- create opportunities for enhanced earnings growth and value creation as 
      the Resulting Issuer redeploys capital from real estate assets into 
      higher-returning financial services investments. 

Artis unitholders are encouraged to review the Meeting Materials, which detail the strategic rationale for the transaction, voting procedures, and instructions for unitholders who are unable to attend the Meeting.

Board Recommendation

The Artis Board of Trustees, other than Ben Rodney (the "Interested Trustee"), unanimously recommends that Artis unitholders vote in favour of the Arrangement. The Board's recommendation is based on the compelling value creation opportunity through redeploying capital from real estate assets into RFA Financial's higher-returning banking and mortgage businesses, the strong growth trajectory of RFA's Schedule I bank, and fairness opinions from both CIBC World Markets Inc. and Haywood Securities Inc. CIBC World Markets Inc. provided fairness opinions that, as of the date thereof and subject to the assumptions, limitations and qualifications set forth therein: (i) the exchange ratio applying to the common unitholders of the REIT, pursuant to the Arrangement, is fair from a financial point of view to common unitholders of the REIT; and (ii) the consideration to be received by the preferred unitholders of the REIT, pursuant to the Arrangement, is fair, from a financial point of view, to the preferred unitholders of the REIT. Haywood Securities Inc. provided an independent fairness opinion that, as of the date thereof, subject to the assumptions, limitations and qualifications contained therein, the applicable exchange ratios are fair, from a financial point of view, to the common unitholders and preferred unitholders of the REIT.

Receipt of Competition Act Approval and Interim Orders

On October 14, 2025, the parties obtained the Competition Act Approval (as defined in the Meeting Materials) with respect to the Arrangement. On November 10, 2025, Artis obtained an interim order from the Court of King's Bench of Manitoba authorizing the holding of the Meeting and voting on the matters relating to the Arrangement, and RFA obtained an interim order from the Ontario Superior Court of Justice (Commercial List) authorizing the holding of a meeting of RFA shareholders and voting on the matters relating to the Arrangement.

Strong Unitholder Support Secured

Artis unitholders representing approximately 39.7% of outstanding Artis common units, including Sandpiper Group, Halcyon International Limited, and all Artis trustees and officers, have entered into voting support agreements to vote in favour of the transaction.

How To Vote Your Units

Unitholders are encouraged to vote in advance of the December 11 Meeting. The Arrangement requires approval by at least two-thirds of votes cast by Artis common unitholders, excluding votes attached to any common units held by the Interested Trustee and his related parties. Unitholders can vote online, by fax, by mail, or in person at the Meeting using the instructions provided in the proxy materials. Artis unitholders of record as of the close of business on October 30, 2025 are entitled to receive notice and vote at the Meeting.

The Meeting is being held on Thursday, December 11, 2025 at 10:00 a.m. (Toronto time) at the York Room of the Hilton Toronto hotel at 145 Richmond Street West, Toronto, Ontario and virtually via live audio webcast at https://meetings.lumiconnect.com/400-894-667-310 (Meeting ID: 400-894-667-310, Password: artis2025)

If unitholders have questions about the transaction or require assistance in voting their units, please contact Ms. Heather Nikkel, Senior Vice-President -- Investor Relations and Sustainability of the REIT at 1.204.947.1250.

Next Steps and Timeline

In addition to Artis unitholder approval, the Arrangement remains subject to final court approval, customary regulatory approvals, satisfaction or waiver of customary closing conditions in the Arrangement Agreement, approval by RFA shareholders, and TSX final approval for listing of the Resulting Issuer common shares, and, if approved by Artis preferred unitholders, the Resulting Issuer preferred shares. The anticipated hearing date for the application for the final order of the Court of King's Bench of Manitoba is December 18, 2025. Subject to receipt of these approvals, the Arrangement is expected to close in the first quarter of 2026. Artis common unitholders and Artis preferred unitholders are expected to continue to receive their regular monthly and quarterly distributions, respectively, in the ordinary course until the Arrangement is completed.

Three-to-One Share Consolidation

As the final step of the Arrangement, following the exchange of Artis common units for Resulting Issuer common shares, the Resulting Issuer common shares will be consolidated on the basis of one (1) post-consolidation common share for every three (3) pre-consolidation common shares.

The consolidation will not meaningfully affect the aggregate value or economic interest that Artis common unitholders will receive as part of the Arrangement -- each Artis common unit will still be exchanged for the economic equivalent of one Resulting Issuer common share, adjusted for the consolidation ratio and subject to the treatment of fractional shares. No separate vote is required for the consolidation, as this will be implemented as part of the Arrangement. The Artis preferred units and Resulting Issuer preferred shares, if applicable, will be unaffected by the consolidation.

About Artis

Artis is a diversified Canadian real estate investment trust with a portfolio of industrial, office and retail properties in Canada and the United States. For more information, please visit www.artisreit.com.

Cautionary Statements

(MORE TO FOLLOW) Dow Jones Newswires

November 10, 2025 22:28 ET (03:28 GMT)