Inside the Real-Remax deal: What shareholders are actually voting on

Real Brokerage CEO Tamir Poleg (left) and Remax CEO Erik Carlson (photos sourced from company websites).

The proposed merger between The Real Brokerage and Remax has cleared a major regulatory hurdle.

Now, the focus shifts to shareholders.

The US$880-million deal, announced in April, would combine Real’s technology-powered brokerage platform with Remax’s global franchise network. 

Remax, in a filing to the U.S. Securities and Exchange Commission (SEC) on July 14, said the U.S. Department of Justice had granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act the previous day, a key milestone that brings the deal closer to approval, pending a vote next month.

The Act, which has been around for 50 years, is meant to give antitrust enforcement agencies more time and information to review proposed mergers and, by extension, promotes competition.

The Real-Remax merger still has to win over shareholders before it can go ahead. Both companies have distributed a 700-plus-page joint proxy statement ahead of special meetings offering the most detailed look yet at how the transaction would work, why each board is backing it and what still has to happen before it closes.

‘Complementary business models’

Securityholders of Real and stockholders of Remax will vote on the transaction during separate special meetings on Aug. 14.

In a joint message included in the circular, Real CEO Tamir Poleg and Remax CEO Erik Carlson said the acquisition would unite “two complementary business models,” citing Real’s “AI-powered, high-growth brokerage platform” and Remax’s “iconic real estate brand and expansive global franchise network.”

“We are excited about the opportunities that the contemplated transactions will create for you and for our employees, agents and franchisees,” they wrote.

Both boards have approved the proposed transaction and recommended that their respective securityholders vote in favour of the merger. 

How the transaction would work

Rather than Real purchasing Remax directly and continuing unchanged, both companies would ultimately sit under a newly created holding company, to be named Real Remax Group Inc.

Real’s existing shares would first be consolidated on a 10-for-1 basis. Each resulting consolidated Real share would then be exchanged for one share in the new holding company.

Remax shareholders would be entitled to elect either US$13.80 in cash or shares in the new company for each eligible Remax share, subject to proration, with total cash proceeds to Remax shareholders set at no less than US$60 million and no more than US$80 million.

Former Real shareholders are expected to own approximately 60 per cent of the combined company and former Remax shareholders approximately 40 per cent, assuming the maximum US$80-million cash payment and calculated on a fully exchanged and diluted basis. 

A deal years in the making

The circular provides an detailed account of the discussions that led to the landmark agreement. 

Real and Remax had entered into a non-disclosure agreement in March 2024, and Real submitted an initial non-binding proposal that June. Remax decided not to pursue a transaction at the time.

By early 2026, Real was competing against another potential buyer identified only as “Party C”. The Remax board considered the financial terms, expected synergies, integration risks, governance arrangements and potential long-term value associated with both offers.

The circular says Real presented specific cost synergies, possible revenue opportunities, a phased integration plan and strategies aimed at retaining agents and franchisees while preserving the Remax brand. The Remax board concluded that Real had provided more detail than Party C, integration planning and its growth trajectory.

Why the boards support it

Real’s board cited the opportunity to diversify its revenue through Remax’s franchise network, continue investing in technology and create additional avenues for growth across the combined platform. It also considered the competitive environment, the results of its due diligence and the terms and conditions of the merger agreement.

The Remax independent committee said the combined business could benefit from, operational efficiencies and future growth opportunities. It pointed to the complementary nature of Real’s technology-enabled brokerage and Remax’s franchise network, as well as the prospect of a broader geographic presence and more diversified revenue streams.

The committee also considered difficult housing-market conditions, including elevated mortgage rates, affordability constraints, low transaction volumes and growing competition from new business models.

A Canadian legal twist

Though Real’s principal executive office is in Miami and the majority of its revenue comes from U.S. operations, the company is incorporated under British Columbia law and maintains a registered office in Vancouver.

As a result, part of the transaction is structured as an arrangement under B.C.’s Business Corporations Act. If Real securityholders approve it, the company must still seek a final order from the Supreme Court of British Columbia. 

Real launched in the U.S. in 2014 and expanded to Canada in 2021. Across its network, Real has about 33,000 agents, roughly 2,500 of them spread across five Canadian provinces, with expansion planned for more parts of the country. 

Remax’s global franchise network, which spans more than 120 countries and territories, includes more than 145,000 agents.

The April announcement said on a pro forma basis, the companies said the combined business would have generated about US$2.3 billion in annual revenue in 2025.

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