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Manulife Financial Corporation and John Hancock Financial Services to Merge in Cdn$15 billion (US$11 billion) transaction Creates Leading Global Insurance Franchise Manulife’s Dominic D’Alessandro to be President & CEO Hancock’s David D’Alessandro to be COO and Future President Continues as Chairman & CEO of John Hancock Toronto Remains Global Headquarters North American Businesses to be Headquartered in Boston Analyst Presentation at 9:30 a.m.; News Conference at 10:30 a.m. ET Monday, September 29, 2003 Toronto & Boston - Manulife Financial Corporation (TSX, NYSE: MFC) and John Hancock Financial Services, Inc. (NYSE: JHF) today announced that their Boards of Directors have each unanimously agreed to a tax-free, stock-for-stock merger of the companies, creating a leading global insurance franchise, valued at Cdn$34.7 billion (US$25.6 billion) based on closing stock prices on September 24, 2003, before rumours affected the stock of each company. The combined companies’ competitive strength will be marked by the diversity and depth of their products and distribution, a leading position in the marketplace across all of its core business lines and economies of scale. Under the terms of the merger, John Hancock common shareholders will receive 1.1853 Manulife common shares for each John Hancock common share, representing a price of US$37.60, a premium of 18.5 per cent, based on unaffected share prices as of September 24, 2003. Manulife intends to invest up to Cdn$3 billion (US$2.2 billion) for the repurchase of its common shares. Purchases will be made subject to market circumstances and applicable regulatory requirements. Manulife’s Dominic D’Alessandro will be President & Chief Executive Officer of the combined entity, which will have its global headquarters in Toronto, Canada. Hancock’s David D’Alessandro will become Chief Operating Officer and future President of Manulife when the transaction is complete. (His appointment to President will take effect 12 months after the transaction closes.) He will report to Dominic D’Alessandro. Dominic D’Alessandro and David D’Alessandro are not related. David D’Alessandro will remain Chairman & Chief Executive Officer of John Hancock Financial Services. In that capacity, he will direct the combined companies’ North American retail and group businesses, which will be headquartered in Boston, Massachusetts. John Hancock’s Canadian subsidiary Maritime Life, headquartered in Halifax, Canada, will become part of the integrated Canadian division of Manulife and part of the North American division. The combined company will market products and services under multiple brands including John Hancock in the United States and Manulife in Canada and the United States. “We see this as a unique strategic opportunity,” said Manulife’s Mr. D’Alessandro, “to combine two exceptionally strong companies into a single, integrated, global market leader whose scale and capital base will drive even greater growth and shareholder value. The benefits of this transaction are many, strengthening our position in each of our core businesses. “The merger also enables us to create the largest life insurance company in Canada, and indeed, the second largest in North America. That is good news for those who believe it is important that we invest in the economic strength of our country, as we expect to maintain significant operations in our Canadian headquarters in Kitchener-Waterloo, as well as Halifax, Montreal, Toronto and the regional offices across the country,” he added. “We believe this transaction is good for our shareholders, our employees and our community,” said Hancock’s Mr. D’Alessandro. “Not only is consolidation in our industry inevitable, but for companies of our size to compete and grow in the future, it is necessary. This transaction gives us the scale, capital base and diversity of product and distribution to grow as a business, as well as the ability for John Hancock to remain strong and rooted in the City of Boston.” The combination of John Hancock’s Asian businesses with Manulife’s strong base in Hong Kong, China, Japan and Southeast Asia will expand the operations to 11 countries and territories, resulting in one of the most extensive life insurance franchises in all of Asia. Both executives emphasized that Manulife and Hancock “complement each other in ways that build on our respective strengths as well as unlock new opportunities for earnings growth that would not exist but for this combination.” As a result of the combination, they said, the entity and its shareholders should benefit from:
As President & CEO, Dominic D’Alessandro will oversee all aspects of the combined company’s business from its global headquarters in Toronto, including investments, reinsurance, operations in Japan and Asia, and central corporate functions. David D’Alessandro will oversee integration of the two companies and lead its consolidated North American operations, which, based on 2002 earnings, would account for 67 per cent of the combined entity’s net income and encompass all insurance, annuity, group health, mutual fund, pension and 401(k) business lines in the United States and Canada. Most of John Hancock’s senior executive team is expected to remain with the company. Manulife’s U.S. subsidiary, Manulife USA has a substantial presence in Boston and most of its senior executive team is expected to join the consolidated operation. Manulife’s Executive Committee will consist of Dominic D’Alessandro and David D’Alessandro, along with Senior Executive Vice Presidents from Manulife and John Hancock Financial Services. Reporting to Dominic D’Alessandro will be Victor Apps, Donald Guloien, John Mather, Trevor Matthews and Peter Rubenovitch. Reporting to David D’Alessandro will be James Benson, Wayne Budd, John D. DesPrez III, Bruce Gordon and Tom Moloney. The merger is subject to customary closing conditions, including receipt of required regulatory approvals and approval by John Hancock stockholders. Company officials expect that the merger will close in the second quarter of 2004. At a glance The combined entity would have:
Calculation of Combined Financial Data The statements of combined net income and assets under management in this release and the attached fact sheet are estimates and have been calculated by adding similar category information from the companies' separate filings with the Securities Exchange Commission. Because Manulife uses Canadian GAAP and John Hancock uses U.S. GAAP, the calculation method described above may result in amounts that differ from amounts resulting from the application of either form of GAAP to the combined entity in the future. 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 Cdn$144.3 billion as at June 30, 2003. Manulife Financial Corporation trades as ‘MFC’ on the TSX, NYSE and PSE, and under ‘0945’ on the SEHK. Manulife Financial can be found on the Internet at www.manulife.com. About John Hancock John Hancock Financial Services, Inc. (NYSE: JHF) and its affiliated companies provide a broad array of insurance and investment products and services to retail and institutional customers. As of June 30, 2003, John Hancock and its subsidiaries had total assets under management of US$139.7 billion. John Hancock can be found on the Internet at www.jhancock.com. - 30 - Analyst Presentation Investment Community Analyst Call Manulife Financial Corporation will host a joint Investment Community Analyst Call with Dominic D’Alessandro from Manulife and David D’Alessandro from Hancock, as well as the CFOs from both companies, at 9:30 a.m. ET on Monday, September 29, 2003. For local and international locations, please call (416) 695-5259 and toll free in North America please call 1-877-888-4210. Please call in at least fifteen minutes before the call starts. You will be required to provide your name and organization to the operator. A playback of this call will be available after 12:00 p.m. ET Monday, September 29, 2003 until midnight ET, Monday, October 6, 2003 by calling (416) 695-6052 or 1-800-293-6441. The conference call will also be Webcast through Canada News Wire’s Web site at 9:30 a.m. ET on Monday, September 29, 2003. You may access the Webcast at: http://webevents.broadcast.com/cnw/manulife_2_20030929. An archived version of the Webcast will be available later on the Web site at the same URL as above for 90 days. The Analyst Presentation will also be available for download from the same Web site at: http://webevents.broadcast.com/cnw/manulife_2_20030929 on September 29, 2003. It will be available for download before the Webcast begins. Media Alert - Joint News Conference News Conference Manulife Financial Corporation will host a joint News Conference with Dominic D’Alessandro from Manulife and David D’Alessandro from Hancock at its Head Office in the Syd Jackson Theatre, South Tower, Main Floor, 200 Bloor Street East, Toronto from 10:30 a.m. ET on Monday, September 29, 2003. Media should enter from the St. Paul’s Square entrance. Forward- Looking Statements The statements, analyses, and other information contained herein relating to the proposed merger and anticipated synergies, savings and financial and operating performance, including estimates for growth, trends in each of Manulife Financial Corporation’s and John Hancock Financial Services, Inc. ’s operations and financial results, the markets for Manulife’s and John Hancock’s products, the future development of Manulife’s and John Hancock’s business, and the contingencies and uncertainties to which Manulife and John Hancock may be subject, as well as other statements including words such as “anticipate,” “believe,” plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions, are “forward- looking statements” under the Private Securities Litigation Reform Act of 1995. Such statements are made based upon management’s current expectations and beliefs concerning future events and their potential effects on the company. Future events and their effects on Manulife and John Hancock may not be those anticipated by management. Actual results may differ materially from the results anticipated in these forward- looking statements. For a discussion of factors that could cause or contribute to such material differences, investors are directed to the risks and uncertainties discussed in Manulife’s most recent Annual Report on Form 40- F for the year ended December 31, 2002, John Hancock’s most recent Annual Report on Form 10- K for the year ended December 31, 2002 and John Hancock’s quarterly reports on Form 10- Q and other documents filed by Manulife and John Hancock with the Securities and Exchange Commission (“ SEC”). These risks and uncertainties include, without limitation, the following: changes in general economic conditions; the performance of financial markets and interest rates; customer responsiveness to existing and new products and distribution channels; competitive and business factors; new tax or other government regulation; losses relating to our investment portfolio; volatility in net income due to regulatory changes in accounting rules, including changes to GAAP, CGAAP and statutory accounting; the ability to achieve the cost savings and synergies contemplated by the proposed merger; the effect of regulatory conditions, if any, imposed by regulatory agencies; the reaction of John Hancock’s and Manulife’s customers and policyholders to the transaction; the ability to promptly and effectively integrate the businesses of John Hancock and Manulife; diversion of management time on merger- related issues; and increased exposure to exchange rate fluctuations. Neither Manulife Financial Corporation nor John Hancock Financial Services, Inc. undertakes and each specifically disclaims, any obligation to update or revise any forward- looking information, whether as a result of new information, future developments or otherwise. Important Legal Information This communication is being made in respect of the proposed merger involving John Hancock Financial Services, Inc. and Manulife Financial Corporation. In connection with the proposed merger, Manulife will be filing a registration statement on Form F- 4 containing a proxy statement/ prospectus for the stockholders of John Hancock and John Hancock will be filing a proxy statement for its stockholders, and each will be filing other documents regarding the proposed transaction, with the SEC. Before making any voting or investment decision, John Hancock Financial Services, Inc. ’s stockholders and investors are urged to read the proxy statement/ prospectus regarding the merger and any other relevant documents carefully in their entirety when they become available because they will contain important information about the proposed transaction. The registration statement containing the proxy statement/ prospectus and other documents will be available free of charge at the SEC’s Web site, www.sec.gov. Stockholders and investors in John Hancock Financial Services, Inc. or Manulife Financial Corporation will also be able to obtain the proxy statement/ prospectus and other documents free of charge by directing their requests to John Hancock Financial Services, Inc. Shareholder Services, c/ o EquiServe, L. P., P. O. Box 43015, Providence, RI 02940- 3015, (800- 333- 9231) or to Manulife Financial Corporation Investor Relations, 200 Bloor Street East, NT- 7, Toronto, Ontario, M4W 1E5, Canada, (800- 795- 9767). Manulife Financial Corporation, John Hancock Financial Services, Inc. and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding John Hancock Financial Services, Inc. ’s directors and executive officers is available in John Hancock Financial Services, Inc. ’s proxy statement for its 2003 annual meeting of stockholders, which was filed with the SEC on March 20, 2003, and information regarding Manulife Financial Corporation’ directors and executive officers is available in Manulife Financial Corporation’s annual report on Form 40- F for the year ended December 31, 2002 and its notice of annual meeting and proxy circular for its 2003 annual meeting, which was filed with the SEC on March 31, 2003. Additional information regarding the interests of such potential participants will be included in the proxy statement/ prospectus and the other relevant documents filed with the SEC when they become available. For further information, please contact:
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