Halcyon International Limited Announces Execution of an Irrevocable Support and Voting Agreement in Connection with the Proposed Business Combination Between Artis Real Estate Investment Trust and RFA Capital Holdings Inc.

TORONTO, Sept. 16, 2025 (GLOBE NEWSWIRE) -- Halcyon International Limited (“Halcyon”) issues this press release pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of its holdings in Artis Real Estate Investment Trust (“Artis”).

On September 15, 2025, Artis issued a press release (the “Press Release”) announcing that it has entered into an agreement (the “Arrangement Agreement”) pursuant to which Artis will combine with RFA Capital Holdings Inc. (“RFA”), a privately-held Canadian financial services organization, and RFA will acquire all of the outstanding units of Artis through a court-approved plan of arrangement (the “Transaction”).

Following completion of the Transaction, Artis will become a subsidiary of RFA, and RFA will operate as “RFA Financial”. Holders (the “Artis Unitholders”) of Artis common units (“Artis Units”) will receive one common share of RFA Financial for each Artis Unit held immediately prior to the effective time of the Transaction, subject to customary adjustments set out in the Arrangement Agreement. Additionally, subject to the terms of the Arrangement Agreement, including Artis preferred unitholder approval voting as separate classes, holders of Artis preferred units, Series E and Series I, will receive one preferred share of RFA Financial having the same terms and conditions as the Artis preferred units held immediately prior to the effective time of the Transaction.

A copy of the Press Release can be found on under Artis’ SEDAR+ profile at www.sedarplus.ca.

In connection with the Transaction, Halcyon, among other Artis Unitholders, have entered into irrevocable voting and support agreements (“Voting Agreement”) and lock-up agreements (“Lock-Up Agreement”).

Pursuant to the Voting Agreement, and subject to its terms and conditions, Halcyon has agreed to vote its Artis Units in favour of the Transaction. Under the Voting Agreement, Halcyon is also restricted from tendering or voting its Artis Units in support of any alternative acquisition proposal relating to Artis. Furthermore, Halcyon is required to vote against any competing proposals or actions that could reasonably be expected to prevent, delay, or frustrate the completion of the Transaction. These obligations remain in effect until the earliest of: (i) mutual termination of the Voting Agreement by Artis and RFA; (ii) June 15, 2026; (iii) the consummation of the Transaction and the transactions contemplated by the Arrangement Agreement; (iv) the termination of the Arrangement Agreement in certain circumstances, including the failure to obtain the required regulatory approvals in accordance with the terms under the Arrangement Agreement; or (v) written notice by Halcyon following the date on which, without the prior consent of Halcyon, RFA substantially amends the Arrangement Agreement, the Arrangement (as defined in the Arrangement Agreement) or the terms of the Arrangement Agreement in a manner that is material and adverse to Artis’ unitholders.

Pursuant to the Lock-Up Agreement, and subject to its terms and conditions, Halcyon has agreed not to sell, transfer, or otherwise dispose of the common shares of RFA Financial, for a period of 180 days following the effective time of the Transaction.

Immediately prior to, and immediate after, the execution of the Voting Agreement and Lock-Up Agreement, Halcyon, along with Steven Joyce, The Joyce Family Foundation and the Steven Wade Joyce Family Trust, beneficially owned and/or controlled (i) 18,194,717 Artis Units representing approximately 18.91% of the outstanding Artis Units, and (ii) 100,000 Series I Units, representing approximately 2.33% of the outstanding Series I Units.

In the event that the Transaction is not completed, Halcyon will continue to evaluate its investment in the Artis from time to time and may depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which it now or hereafter exercises, or may be deemed to exercise, control or direct.

Artis’ address is Suite 600 – 220 Portage Avenue, Winnipeg, Manitoba, R3C 0A5, Canada. A copy of Halcyon’s related early warning report will be filed with the applicable securities commissions and will be filed under Artis’ SEDAR+ profile at www.sedarplus.ca. Further information and a copy of the early warning report of Halcyon may be obtained by contacting Halcyon’s office at 905-336-6993 (Halcyon International Limited, 4050 Appleby Line, Burlington, Ontario, L7M 0Y7, Canada).

Legal Disclaimer:

EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.