Bridgemarq Real Estate Services® Announces Filing of Special Meeting Materials in respect of Strategic Transaction
The Meeting relates to the previously announced proposed acquisition of the issued and outstanding shares of
The Transaction is expected to provide a number of meaningful benefits to shareholders, including the following:
- Compelling Pro Forma Financial Metrics. The Transaction is expected to meaningfully enhance the scale of Bridgemarq and deleverage the business through the settlement of certain deferred management fees and distributions owing to Brookfield. Given the expected liquidity of the pro forma entity, the Company anticipates maintaining existing levels of cash dividends per share, subject to the discretion of the Board.
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Expanded Acquisition and Growth Opportunities. With the acquisition of the Target Entities, the Transaction is expected to add to Bridgemarq's capability to capture future growth across a broader spectrum of the real estate industry through both organic growth and future acquisition opportunities. The addition of highly-regarded best-in-class real estate brokerage operations is expected to provide Bridgemarq with the scale to grow in its current markets and to expand beyond those markets increasing value for shareholders. Particularly, the
Proprio Direct model provides compelling opportunities to expand its platform to markets outside ofQuébec . - Expanded Revenue Opportunities. The broadening of the Company's business to include brokerage operations is expected to enable Bridgemarq to capture additional revenue and add increased capability to service sales representatives in the markets the Company serves.
- Simplified Organizational Structure. The Transaction is expected to result in a more traditional and simplified organizational model, allowing for increased efficiency of operations and focused, dedicated management.
- Stronger Alignment of Interests. The simplified organizational structure resulting from the Transaction is expected to create a stronger alignment of interests among management, the Board and shareholders, and more efficient decision-making. By combining the Target Entities with the Royal LePage® and Via Capitale® franchise networks, the Transaction is also expected to empower the management team to respond to market dynamics more efficiently through its enhanced service offerings.
- Strengthened Franchise Network. With the expansion of business lines to include direct brokerage operations, Bridgemarq is expected to be in a better position to grow its industry-leading national network of REALTORS® and brokers in addition to diversifying its revenue streams.
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Proven Leadership Team. The business of Bridgemarq following the completion of the Transaction will be led by
Spencer Enright as Chief Executive Officer, the current Chief Executive Officer of the Manager, andMr. Enright will continue to serve as a director on the Board. The Company's current Chief Financial Officer,Glen McMillan , will continue in his role with the Company. The Company's current Chief Executive Officer,Phil Soper , will continue his role in managing all brokerage and franchise relationships as the President of the Company. Messrs. Enright, McMillan and Soper are talented and experienced executives whose dedicated efforts and focus will continue to benefit the future operations and business plans of Bridgemarq following the completion of the Transaction. - Benefits from Increased Size and Scale. Upon completion of the Transaction, the Company will have broader revenue sources, which may be of interest to a broader investor base and potentially attract analyst coverage providing more exposure for the Company's restricted voting shares (the "Restricted Voting Shares").
Further details regarding the expected benefits of the Transaction as well as details regarding the potential risks of the Transaction are included in the Circular available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile and on the company website at www.bridgemarq.com.
As a result of the Transaction, Brookfield's ownership interest in the Company is expected to increase from approximately 28.4% to approximately 41.7% on a fully-diluted basis, subject to applicable purchase price adjustments. Under applicable
The board of directors of the Company (the "Board"), acting on the unanimous recommendation of the special committee of the Board comprised solely of independent directors (the "Special Committee"), has unanimously approved the Transaction and recommends that holders of Restricted Voting Shares vote in favour of the Transaction Resolution. In making its recommendation, the Board considered a number of factors, including among others, the Special Committee's receipt of a fairness opinion from
At the Meeting, holders of the Restricted Voting Shares will be asked to consider, and if deemed advisable, to pass an ordinary resolution (the "Transaction Resolution") approving the issuance by the Partnership of up to 3,000,000 Exchangeable Units, in accordance with the terms of the Purchase Agreement, and the issuance by Bridgemarq of the equivalent number of Restricted Voting Shares that may be issued by the Company upon the exchange of such Exchangeable Units.
The Meeting is scheduled to be held as a virtual meeting accessible at https://virtual-meetings.tsxtrust.com/1601 on
Holders of Restricted Voting Shares are encouraged to vote on the Transaction Resolution as soon as possible by proxy or voting instruction form. Proxies must be submitted no later than
If shareholders have any questions or require more information with respect to voting their Restricted Voting Shares, they can contact Bridgemarq's proxy advisor,
The Circular provides important information on the Transaction and related matters, including the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Board, information concerning the Target Entities and the Company following completion of the Transaction, and procedures relating to voting and virtually attending the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety, and, if assistance is required, to consult with their financial, legal, tax or other professional advisors. The Circular and the Purchase Agreement are available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.
In addition to shareholder approval, the completion of the Transaction is subject to, among other things, applicable regulatory approvals, including TSX approval, and the satisfaction or waiver of certain other closing conditions customary in transactions of this nature. Subject to the satisfaction of such conditions, the Transaction is expected to close by the end of March, 2024.
Bridgemarq is a leading provider of services to residential real estate brokers and a network of approximately 21,000 REALTORS®. We operate in
This news release contains forward-looking information and other "forward-looking statements", including, without limitation, statements with respect to the Transaction, including the anticipated benefits of the Transaction; the economic and strategic impact of the Transaction; the expected timeline for mailing the Circular and holding the Shareholder Meeting; the satisfaction of the conditions to closing the Transaction and the timing thereof; and the intended changes to the Company's Board and management team. Words such as "continues", "appear", "until", "may", "expect", "could", "will", "intend" and other expressions that are predictions of or could indicate future events and trends and that do not relate to historical matters identify forward-looking statements.
Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those indicated in the forward-looking statements include: any resurgence of COVID-19 (including any impact of COVID-19 on the economy and the Company's business), changes in the supply or demand of houses for sale in
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