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Manulife Offer remains best choice for Canada Life shareholders Toronto – The response of the Board of Directors of Canada Life Financial Corporation announced today confirms that Manulife Financial Corporation’s $40 per share offer is the best choice for Canada Life shareholders. “We understand that the Canada Life Board wants to fulfill its fiduciary responsibility, but the reality for Canada Life shareholders is that the Manulife offer is the only offer on the table,” said Dominic D’Alessandro, President and CEO of Manulife. “Manulife’s offer represents full and fair value for the shareholders of Canada Life,” Mr. D’Alessandro said. “We are providing shareholders with a 30 per cent premium on the price of their shares and a generous valuation. We believe Canada Life shareholders will see the advantages of our offer and will make their own decision to tender their shares.” The offer from Manulife is based on fundamental value and longer-term trends in the share price of the two companies, not short-term price movements in the market or speculation fuelled by the offer itself. It is also based on realistic valuations in current market conditions. The offer’s price-to-book value of 1.77 times is higher than the average of recent similar transactions, which generally were completed in stronger market conditions. The Manulife offer also provides Canada Life shareholders with a choice, subject to pro-ration, between cash and receiving shares of Manulife, already a high performing, financially strong company. By combining the complementary operations of Canada Life and Manulife, Manulife would become a more competitive global financial services company. Manulife has the best strategic fit with Canada Life and its extensive experience in integrating acquisitions positions it to develop value for shareholders of the combined company. Manulife noted the Canada Life announcement that it was prepared to share confidential information about the company through a data room. Manulife expects to be given equal access to that information since it would be in the best interests of Canada Life shareholders. Mr. D’Alessandro reiterated that, if Canada Life could provide further information that demonstrated additional value in the company, Manulife would consider re-evaluating its offer. Canada Life has so far been unwilling or unable to provide that information. Manulife announced its offer for Canada Life on December 9, 2002 and set an unusually long expiry date of February 28, 2003 in an effort to ensure that Canada Life shareholders would have adequate time to consider the offer and to be a “permitted bid” under Canada Life’s shareholder rights plan. The offer is subject to normal conditions under the circumstances. All significant applications and filings for regulatory approvals have been submitted and are proceeding as expected. In response to inquiries from Canada Life shareholders in the United States, the United Kingdom and Ireland, Manulife has also confirmed that cash payments made to shareholders who tender their Canada Life shares to the offer will be in their local currency. About Manulife Financial Manulife Financial is a leading Canadian-based financial services group operating in 15 countries and territories worldwide. Through its extensive network of employees, agents and distribution partners, Manulife Financial offers clients a diverse range of financial protection products and wealth management services. Funds under management by Manulife Financial were $139.2 billion as at September 30, 2002. Manulife Financial trades as MFC on the TSX, NYSE and PSE and under “0945” on the SEHK. Manulife Financial can be found on the Internet as www.manulife.com. - 30 - All figures in Canadian dollars unless otherwise specified. Notes: Forward-Looking Statements This news release includes Forward-Looking statements with respect to the Company, including its business operations and strategy as well as its financial performance and condition. These statements generally can be identified by use of Forward-Looking words such as: “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” or “continue” or the negative word thereof or similar variations. Although management believes that the expectations reflected in such Forward-Looking statements are reasonable, such statements involve risks and uncertainties and actual results may differ materially from those expressed or implied by such Forward-Looking statements. Important factors that could cause actual results to differ materially from the Company’s expectations include among other things, general economic and market factors, including interest rates, business competition and changes in government regulations or in tax laws.
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