Bridgemarq Real Estate Services® Announces Filing of Special Meeting Materials in respect of Strategic Transaction

TORONTO, March 4, 2024 /CNW/ - Bridgemarq Real Estate Services Inc. (together with its subsidiaries, "Bridgemarq" or the "Company") (TSX: BRE) today announced that it has filed and is in the process of mailing the management information circular (the "Circular") and related materials in connection with the special meeting (the "Meeting") of its shareholders to be held virtually on March 25, 2024.

The Meeting relates to the previously announced proposed acquisition of the issued and outstanding shares of Bridgemarq Real Estate Services Manager Limited and Proprio Direct Inc. (together with their subsidiaries, the "Target Entities") from an affiliate of Brookfield Business Partners ("Brookfield"), and the settlement of certain deferred management fees and distribution payments owing by the Company. As consideration, the Company will issue Class B subordinated limited partnership units of Residential Income Fund L.P. (the "Partnership"), (the "Exchangeable Units") to Brookfield pursuant to a definitive agreement dated as of December 14, 2023 (the "Purchase Agreement" and collectively, the "Transaction").

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.
• 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 of Québec.
• 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.
• 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, and Mr. 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 Toronto Stock Exchange ("TSX") rules, the Transaction will be subject to approval by Bridgemarq's shareholders, as the number of Exchangeable Units to be issued to Brookfield, an insider of the Company, exceeds 10.0% of the total number of outstanding Restricted Voting Shares. In accordance with the TSX rules, Brookfield and its associates and affiliates will be excluded for the purposes of such shareholder approval. Senior officers and directors of the Company (representing approximately 0.8% of the Restricted Voting Shares) have entered into voting and support agreements pursuant to which they have agreed to, among other things, vote their Restricted Voting Shares in favour of the Transaction.

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 Blair Franklin Capital Partners Inc. ("Blair Franklin"), which concluded that in Blair Franklin's opinion, and based upon and subject to the assumptions, limitations, and qualifications set forth therein, the issuance of the Exchangeable Units to Brookfield pursuant to the Transaction is fair, from a financial point of view, to the Company.

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 March 25, 2024, at 11:00 a.m. (EDT), using the password "bresi2024", which is case sensitive. Shareholders of record as at the close of business on February 14, 2024, are entitled to receive notice of and vote at the Meeting.

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 11:00 a.m. (EDT) on March 21, 2024, or 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any adjourned or postponed Meeting. Shareholders may also vote online during the Meeting as more particularly described in the Circular.

If shareholders have any questions or require more information with respect to voting their Restricted Voting Shares, they can contact Bridgemarq's proxy advisor, Carson Proxy Advisors, at 1-800-530-5189 (collect 416-751-2066) or [email protected] to discuss.  

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 Canada under the Royal LePage, Via Capitale and Johnston & Daniel brands. For more information, go to bridgemarq.com.

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 Canada or in any particular region within Canada, changes in the selling price for houses in Canada or any particular region within Canada, changes in the Company's cash flow, changes in the Company's strategy with respect to and/or ability to pay dividends, changes in the productivity of the Company's REALTORS^® or the commissions they charge their customers, changes in government policy, laws or regulations which could reasonably affect the housing markets in Canada or the economy in general, changes to any products or services developed or offered by the Company, consumer response to any changes in the housing markets in Canada or any changes in government policy, laws or regulations, changes in general economic conditions (including interest rates, consumer confidence and other general economic factors or indicators), changes in global and regional economic growth, changes in the demand for and prices of natural resources on local and international markets, the level of residential real estate transactions, competition from other real estate brokers or from discount and/or Internet-based real estate alternatives, the closing of existing real estate brokerage offices, other developments in the residential real estate brokerage industry or the Company that reduce the number of REALTORS^® in the Company's network or revenue from the Company's network, the Company's ability to maintain brand equity through the use of trademarks, the methods used by shareholders or analysts to evaluate the value of the Company and its publicly traded securities, changes in tax laws or regulations and other risks detailed in the Company's annual information form, which is filed with securities commissions and posted on SEDAR+ at www.sedarplus.ca. There are also risks that are inherent in the nature of the Transaction, including the diversion of management time caused by the Transaction, the failure to satisfy the conditions to the completion of the Transaction, the failure to obtain any required approvals (or to do so in a timely manner) and the failure to realize the anticipated benefits of the Transaction. Forward-looking information is based on various material factors or assumptions, which are based on information currently available to management. Material factors or assumptions that were applied in drawing conclusions or making estimates set out in the forward-looking statements include, but are not limited to: anticipated economic conditions, anticipated impact of government policies, anticipated financial performance, anticipated market conditions, anticipated benefits from the Transaction, business prospects, the successful execution of the Company's business strategies and recent regulatory developments, including as the foregoing relate to COVID-19. The factors underlying current expectations are dynamic and subject to change. Certain information in this press release may be considered as "financial outlook" within the meaning of applicable securities legislation. The purpose of this financial outlook is to provide readers with disclosure regarding the Company's reasonable expectations with respect to the Transaction. Readers are cautioned that the financial outlook may not be appropriate for other purposes. Although the forward-looking statements contained in this press release are based upon what management believes are reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

^{BRIDGEMARQ & DESIGN / BRIDGEMARQ REAL ESTATE SERVICES are registered trademarks of Residential Income Fund L.P. and are used under licence by Bridgemarq Real Estate Services Inc. and Bridgemarq Real Estate Services Manager Limited.}

^{The trademarks REALTOR®, REALTORS® and the REALTOR® logo are controlled by The Canadian Real Estate Association (CREA) and identify real estate professionals who are members of CREA.}

SOURCE Bridgemarq Real Estate Services Inc.