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“The decision is yours,” Manulife tells Canada Life shareholders Toronto – About 113,000 Canada Life Financial Corporation shareholders in Canada have an opportunity to exchange their shares for an average of $14,000 in cash. Or, they can become a shareholder of Manulife Financial, a company that has grown its earnings by 26 per cent per year over the past eight years. But Canada Life shareholders – about 200,000 worldwide – must act to take advantage of the opportunity presented by the Manulife offer, which is scheduled to expire on February 28 – just one month away. In a letter sent to Canada Life shareholders this week, Manulife President and Chief Executive Officer Dominic D’Alessandro says: “We encourage you to join the Canada Life shareholders who have already accepted our offer and tender your shares now.” “We are confident that you will find we are offering full and fair value for your shares. We are providing you with attractive choices and making it as convenient as possible for you to tender your shares to the Offer,” the letter states. The Offer presents Canada Life shareholders with a choice of $40 in cash (payable in local currency in Canada, the United States, the United Kingdom and Ireland) or 1.055 Manulife shares for each Canada Life share. This Offer is 30 per cent higher than the market value of Canada Life shares before Manulife announced its offer in December 2002, and more than double the issue price of $17.50 at the time of Canada Life’s demutualization, in November 1999. It is also higher than Canada Life’s share price for most of last week. “We made this offer because we believe it is in the best interests of the shareholders of Canada Life and of Manulife. For their own reasons, the management and Board of Directors of Canada Life don’t agree,” Mr. D’Alessandro says in the letter. “In the end, the final decision is yours. You and your fellow shareholders are the owners of Canada Life; not the Board, and not management. You are entitled to decide what is in your best interests.” Canada Life shareholders who elect to receive Manulife shares will, on successful completion of the Offer, become owners of a Canadian-based global force in financial services, combining the complementary operations of the two companies to offer a wide range of products and services in North America, Asia and Europe. It will be a financially strong international competitor with a management team that has delivered compound annual growth rates of 15 per cent in funds under management and 26 per cent in earnings per share in the past eight years. Act now “We believe Canada Life shareholders will find our Offer attractive but, to receive the benefits, they need to act. It will not be enough to wait for others to accept the offer,” said Edwina Stoate, Vice President, Investor Relations at Manulife Financial. “We have set out to persuade enough Canada Life shareholders to tender their shares so that we will have two thirds of Canada Life’s shares after the Offer is completed. Every share – and every single shareholder – counts. It is their collective voice that will determine if the Manulife Offer is successful.” Should Manulife’s $40 Offer not be completed successfully, there is no reason to expect Canada Life shares to maintain their current price. And, more than seven weeks after the Offer was made, no other alternative to Manulife’s Offer has emerged. The letter is addressed only to people identified as Canada Life shareholders in a list provided by Canada Life last month. Many of them received their shares through the company’s demutualization in 1999. The Manulife letter assures them that the Offer has no effect on their insurance or annuity policies and also reminds them that tendering their shares now does not limit their choices later; they can change their minds. People here to help Manulife has enlisted hundreds of investment advisors at Scotia Capital and TD Securities in Canada, and HSBC in the United Kingdom and Ireland, and dozens of call centre representatives at MacKenzie Partners in North America and Salisbury Associates in the U.K. and Ireland. These people are calling shareholders of Canada Life to help explain the Offer and what is required to tender their shares. Shareholders can also call in to special hotlines for step-by-step instructions and easy explanations. “We want to reach each and every shareholder both by mail and by phone,” said Ms. Stoate. “But shareholders who have not heard from one of our representatives should call us so we can help.” In many cases, their Canada Life holding may be the only shares they own. In fact, some shareholders may not know that they are shareholders because many became owners of Canada Life as part of their demutualization, as they were eligible policyholders. “They may literally be sitting on a substantial investment at a time of year when an unexpected financial windfall is especially welcome,” said Ms. Stoate. “If they are not sure, we urge them to call Manulife’s hotline and ask.” Average of $14,000 With 113,312 shareholders in Canada, representing almost 40 million shares, the average number of shares held is 349, valued at about $14,000. “If shareholders choose cash, they should know they will be subject to capital gains taxes,” said Ms. Stoate. “However, if shares are chosen, then it is tax free.” Shareholders should consult their financial advisor on which choice makes the most sense for their own individual needs. 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 – A copy of Manulife’s Offer circular and the materials mailed this week are posted on www.manulife.com. All figures in Canadian dollars unless otherwise specified.
Shareholder and Policyholder inquiries:
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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