RE/MAX (RMAX) M&A announcement summary

Deal rationale and strategic fit

• Combines a leading AI-powered, technology-enabled brokerage with a global franchise network, creating a differentiated real estate platform spanning brokerage, franchising, fintech, and ancillary services.

• Leverages complementary business models—cloud-based, asset-light growth and a high-margin franchise structure—offering agents and franchisees greater flexibility, advanced technology, and expanded support.

• Both brands will operate independently under one platform, preserving their unique value propositions while enhancing offerings through shared technology and services.

• Aims to improve the home buying and selling experience for consumers and professionals in over 120 countries through integrated services and AI-powered tools.

• Creates a more diversified and resilient revenue base, spanning brokerage, franchise, and ancillary services.

Financial terms and conditions

• Acquisition valued at $880 million enterprise value, with shareholders able to elect 5.15 shares of the new group per share or $13.80 in cash, subject to proration and a total cash cap between $60 million and $80 million.

• Combined pro forma 2025 revenue estimated at $2.3 billion and adjusted EBITDA at $157 million before synergies.

• Transaction multiple is 9.4x 2025 Adjusted EBITDA pre-synergies, 7x to 7.1x post-synergies.

• Real shareholders will own approximately 59% and acquired company shareholders about 41% of the combined entity.

• $550 million financing commitment arranged to refinance debt and fund the cash portion; transaction intended to be tax-free for U.S. federal income tax purposes.

Synergies and expected cost savings

• Anticipated $30 million in annual run-rate cost synergies, mainly from shared services, corporate costs, and technology efficiencies.

• Majority of synergies expected to be realized by calendar year 2027.

• Synergies expected to drive approximately 100 basis points of consolidated margin expansion.

• Cost savings will come from shared service centralization, elimination of redundant public company costs, vendor rationalization, and real estate footprint optimization.