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REMAX cash election proration set for Real merger close Aug. 24

Created at 21 Aug · 3:16 PM1 source↑ Market-relevant
IN SHORT

REMAX stockholders who elected cash in the pending acquisition by Real will face proration as elections exceeded the $80 million cap. Cash electors will receive approximately $4.33 and 0.3535 Real REMAX shares per share, with the merger expected to close August 24, 2026.

Key Numbers

$80Mmaximum cash pool for REMAX acquisition
$4.33cash per share for cash electors
0.3535Real REMAX shares per share for cash electors
0.5150Real REMAX shares per share for stock electors
Aug. 24, 2026expected merger close date
18,488,134REMAX Class A shares elected cash
10-for-1Real's share consolidation ratio

Who's Involved

REMAX Holdings Inc.
Company being acquired by Real
The Real Brokerage Inc.
Acquiring company in the merger
Erik Carlson
REMAX CEO, to join Real REMAX Board
Jenna Rozenblat
Incoming president of Real REMAX Group
REMAX cash election proration set for Real merger close Aug. 24

↳ Why This Matters

The proration of cash elections in the REMAX-Real merger indicates strong demand from REMAX shareholders for cash consideration, potentially impacting the final cash distribution and the overall deal structure. The outcome affects the immediate payout for many REMAX shareholders and signals their preference for liquidity.

Key facts

  • REMAX and Real have released preliminary results for Real's acquisition of REMAX.
  • Cash elections by REMAX stockholders surpassed the $80 million maximum, leading to proration.
  • Cash electors are anticipated to receive about $4.33 and 0.3535 Real REMAX shares per share.
  • Other REMAX shareholders are expected to receive 0.5150 Real REMAX shares per share.
  • The merger is scheduled to close on August 24, 2026, subject to final court approval.
  • REMAX CEO Erik Carlson will join the Real REMAX Board after the acquisition.

The Real Brokerage Inc. is proceeding with its acquisition of REMAX Holdings Inc., with preliminary results indicating that the number of REMAX stockholders who opted for cash payments has exceeded the deal's $80 million cap. This excess election has triggered a proration process, meaning those who chose cash will receive a reduced cash amount per share, along with a portion of Real REMAX shares.

Under the terms of the merger agreement, REMAX Class A common stock shareholders could elect to receive either 0.5150 shares of Real REMAX Group Inc. stock (adjusted for a 10-for-1 share consolidation) or $13.80 in cash per share. However, the total cash payout is capped between $60 million and $80 million. With over 18.4 million REMAX Class A shares electing cash, the proration will apply.

Preliminary calculations suggest that cash electors will receive approximately $4.33 in cash and 0.3535 shares of Real REMAX common stock per REMAX share. Shareholders who elected stock, or were deemed to have elected stock, will receive 0.5150 shares of Real REMAX common stock per REMAX share. The transaction, which was signed on April 26, 2026, and amended on June 12, 2026, is anticipated to close on August 24, 2026, pending a final order from the Supreme Court of British Columbia.

Following the acquisition's close, REMAX CEO Erik Carlson is slated to step down from his current role and join the Real REMAX Board. Additionally, Jenna Rozenblat, Real's current chief operating officer and chief integration officer, will assume the position of president of the newly formed Real REMAX Group.

Frequently asked questions

Proration is occurring because the total amount of cash elected by REMAX shareholders exceeded the $80 million maximum cash pool set for the transaction.

Cash electors are expected to receive approximately $4.33 in cash and 0.3535 shares of Real REMAX common stock per REMAX share, after accounting for proration and a 10-for-1 share consolidation.

The merger is anticipated to close on August 24, 2026, pending final approval from the Supreme Court of British Columbia.

Erik Carlson plans to step down as REMAX CEO and will join the Real REMAX Board of Directors once the acquisition is complete.

What Happens Next

01Final election results will be tallied.
02Exact cash amount and stock allocation for cash electors will be calculated.
03A final order from the Supreme Court of British Columbia approving the arrangement components is required.
04The merger is expected to close on August 24, 2026.

How It Developed

REMAX and Real announced preliminary results for the pending acquisition.
Cash elections by REMAX stockholders exceeded the deal's $80 million cap, triggering proration.
Cash electors are expected to receive approximately $4.33 and 0.3535 Real REMAX shares per share.
Stock electors are expected to receive 0.5150 Real REMAX shares per share.
The merger is expected to close on August 24, 2026, pending court approval.
REMAX CEO Erik Carlson will step down and join the Real REMAX Board post-acquisition.
Jenna Rozenblat will become president of the Real REMAX Group upon transaction close.

Sources

T1
REMAX cash election proration set for Real merger close Aug. 24HousingWire

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