Veris Residential, Inc. (NYSE: VRE) entered into a definitive merger agreement with an investor consortium led by Affinius Capital and partnered with Vista Hill Partners. The all‑cash transaction values the company at $19.00 per share, or an implied enterprise value of $3.4 billion, representing a 23.2% premium to the company’s closing share price on February 4, 2026 and a 27.5% premium to the 30‑day volume‑weighted average price for the period ended February 4.
The deal marks the culmination of Veris’s multi‑year transformation from a diversified real‑estate company, formerly Mack‑Cali Realty Corp., into a pure‑play Class A multifamily REIT focused on high‑growth markets in the Northeast. The company has divested its office portfolio and concentrated on Class A multifamily assets, positioning itself for long‑term value creation in a sector that has shown resilient demand and strong cash‑flow generation.
Financing for the transaction includes a $2.08 billion senior secured bridge loan facility and equity contributions from the consortium. As part of the transaction, Veris will suspend its dividend after the first quarter of 2026, and the company’s common stock will be delisted from the New York Stock Exchange upon closing, expected in the second quarter of 2026 subject to shareholder approval and customary closing conditions.
Veris released its Q4 2025 earnings on the same day as the acquisition announcement. The company reported earnings per share of $0.19, beating the consensus estimate of $0.16 by 18.75% and a revenue of $71.31 million, slightly above the $70.37 million estimate. Compared with Q3 2025, the company’s net income rose to $0.80 per share from $0.80 in Q3, while revenue fell from $73.44 million to $71.31 million. The Q4 2024 results showed a net loss of $0.13 per share and revenue of $68.08 million. The earnings beat was driven by strong demand for the company’s multifamily portfolio and disciplined cost management, while the modest revenue decline reflected a slight slowdown in new acquisitions and a shift in the mix toward higher‑margin properties.
Management emphasized the strategic rationale behind the sale. Chair Tammy K. Jones said, "Since the reconstitution of the Board in 2020, Veris has undergone a remarkable transformation into a sector‑leading pure‑play multifamily REIT. The Board has remained focused on enhancing value for shareholders, executing on initiatives that drive operational improvements while divesting non‑strategic assets. After a comprehensive review process conducted with independent financial and legal advisors, the Board unanimously determined the all‑cash transaction delivers compelling value and certainty to shareholders with an immediate cash premium." CEO Mahbod Nia added, "Over the past five years, we have undertaken meaningful steps to pivot away from office, simplifying and focusing the business, strengthening our balance sheet and enhancing our operational platform. Today's announcement marks the culmination of our strategic transformation into a top‑performing pure‑play multifamily REIT with core, Class A properties concentrated in premier U.S. residential markets and our stated objective of realizing intrinsic value on behalf of our shareholders."
The announcement was met with a positive market reaction, with analysts noting the premium and earnings beat. Some investors expressed concerns about the valuation relative to the company’s net asset value, but the overall sentiment reflected confidence in the company’s strategic focus and the value created by the transaction.
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