08:25 AM EDT, 03/27/2026 (MT Newswires) -- Clarke (CKI.TO) on Friday said it agreed to buy all of the outstanding units of Ravelin Properties REIT (RPR-UN.TO) and all of the REIT's outstanding 9.00% convertible unsecured subordinated debentures, 5.50% convertible unsecured subordinated debentures and 7.50% convertible unsecured subordinated debentures.

The company said the deal values Ravelin at $1.1 billion, including the assumption of debt, and the pro-forma entity at a combined $1.7 billion. Pursuant to the deal, REIT unit-holders will receive about 0.582 common shares of Clarke for each 1,000 REIT units held, REIT debenture-holders and together with REIT unit-holders, will receive about 14.562 Clarke shares for each $1,000 principal amount of REIT debentures held, and early consenting debenture holders will receive a pro rata allocation of an aggregate 150,000 Clarke shares in respect of the principal amount of REIT debentures held by such early consenting debenture holder.

"After considering with our external financial and legal advisors the strategic and viable financial alternatives available to Ravelin, the Board determined that this Transaction is in the best interests of Ravelin and its stakeholders given the current and go forward solvency and leverage challenges facing the REIT," said Ravelin Properties REIT Chair of the Board of Trustees, Calvin Younger.

The company said that the arrangement agreement provides for a termination fee of $1 million payable by the REIT to Clarke if it accepts a superior proposal and in certain other specified circumstances. Closing of the deal is expected in the second quarter of 2026.

Upon closing of the deal, it is expected that the REIT units and REIT debentures will be delisted from the TSX, and that the REIT will cease to be a reporting issuer under applicable Canadian securities laws.

Clarke expects to issue 2.5-million Clarke shares as part of the deal, representing about 19.3% of the outstanding Clarke shares. Upon completion of the deal, existing Clarke shareholders and REIT securityholders will own about 83.8% and 16.2% of Clarke, respectively.

Shares of Clarke closed up 1.1% to $23.25 and shares of Ravelin closed down 11% to $0.08 on Thursday on the Toronto Stock Exchange.