Norton Rose Fulbright Canada advising Artis; BLG and Torys representing RFA
Artis Real Estate Investment Trust is set to be acquired by RFA Capital Holdings Inc., a privately held Canadian financial services group, in a deal that will see all outstanding Artis units purchased through a court-approved plan of arrangement. The transaction will combine the two organizations and make Artis a subsidiary of RFA, which will operate under the new name “RFA Financial.”
Founded in 1996 and headquartered in Toronto, RFA has built a reputation for providing innovative financing solutions to both residential and commercial real estate markets. RFA's primary business is a licensed bank, RFA Bank of Canada, which held over $2.5 billion in assets as of June 30, 2025.
Once the deal closes, leadership at the new entity will reflect a blend of both companies’ top executives. Ben Rodney, chairperson of Artis and president, CEO and managing partner of RFA, will become president and CEO of RFA Financial. Samir Manji, currently president, CEO and trustee of Artis, will take on the role of executive chairperson. Jaclyn Koenig, Artis’ chief financial officer, will become CFO of RFA Financial, while Melody Lo, managing partner at RFA, will serve as chief operating officer.
“By combining Artis with RFA, we are creating a scalable and growing financial services platform that benefits from diversification and built-in access to substantial growth capital,” said Samir Manji in a press release. “We believe RFA's various platforms, including RFA Bank of Canada and RFA Mortgage Corporation, are ripe for significant growth harnessing the substantial capital currently embedded in the Artis real estate portfolio.”
Ben Rodney echoed the optimism, noting the potential for redeploying capital as Artis monetizes its real estate holdings. “Having served on the Board of Trustees since June 2019, I have developed a deep appreciation for Artis' asset management capabilities and the strength of its real estate portfolio,” he said. “As Artis continues to monetize its real estate holdings over the coming years, it is expected to release meaningful amounts of capital that can be redeployed into compelling investment opportunities. I am excited and committed to lead the combined enterprise through the next evolution of the RFA and Artis platforms.”
The transaction has already secured support from key Artis unitholders, including Halcyon, which has entered into irrevocable voting and support agreements. Under the terms, Halcyon has agreed to vote its Artis units in favor of the deal and is restricted from supporting any alternative acquisition proposals.
“As one of the significant unitholders of Artis, we are confident this transaction presents a compelling opportunity to unlock long-term value for current unitholders by combining the scale of the Artis platform with the superior growth profile of RFA,” said Steven Joyce, president and CEO of Halcyon. “As a substantial shareholder of RFA, we are excited about the prospects of transitioning RFA Financial into a leader in the industry.”
On the advisory side, Norton Rose Fulbright Canada LLP is serving as legal advisor to Artis, while Haywood Securities Inc. has provided an independent fairness opinion. CIBC World Markets Inc. is acting as financial advisor to Artis and has provided fairness opinions to both the board of trustees and the special committee.
Borden Ladner Gervais LLP is serving as legal counsel to RFA, with BMO Capital Markets as financial advisor. Torys LLP is acting as counsel to the special committee of the board of directors of RFA Bank of Canada.
The deal is expected to close in the first quarter of 2026, subject to customary closing conditions.
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