Manulife cautions investors regarding New York Stock and Bond LLC offer for shares

Rhea-AI Summary

Manulife (TSX/NYSE/PSE: MFC) has issued a warning to investors regarding an unsolicited mini-tender offer from New York Stock and Bond (NYSB). The offer seeks to purchase up to 250,000 Manulife common shares (less than 0.02% of outstanding shares) at USD$18.50 per share.

The offer price represents a significant discount of approximately 35% below the closing prices on both TSX and NYSE as of March 13, 2025, and over 41% below the April 1, 2025 closing prices. Manulife emphasizes it is not associated with NYSB and does not endorse this offer.

Mini-tender offers, which target less than 5% of a company's shares, bypass typical securities regulations disclosure requirements. Both the Canadian Securities Administrators and SEC have expressed concerns about such offers, noting they often target uninformed investors who may not compare offer prices to market values.

Positive

• Company's proactive approach in warning shareholders about potentially disadvantageous offer

Negative

• Unsolicited mini-tender offer targeting company shares at significant discount to market value
• Potential risk of shareholders accepting unfavorable offer terms without proper market comparison

C$ unless otherwise stated                                            TSX/NYSE/PSE: MFC     SEHK: 945

TORONTO, April 3, 2025 /PRNewswire/ - Manulife has been notified of an unsolicited mini-tender offer made by New York Stock and Bond LLC ("NYSB") to purchase up to 250,000 Manulife common shares, or less than 0.02% of the common shares outstanding, at a price of USD$18.50 per share.

Manulife is in no way associated with NYSB and does not recommend or endorse acceptance of this unsolicited offer.

Manulife cautions shareholders that the mini-tender offer has been made at a price below the current market price for Manulife shares. The offer represents a discount of approximately 34.98% and 34.88%, respectively, below the closing prices of Manulife common shares on the TSX and NYSE on March 13, 2025, the last trading day before the mini-tender offer was commenced, and a discount of 41.61% and 41.75%, respectively, below the closing prices on the TSX and NYSE on April 1, 2025.

Mini-tender offers are designed to seek less than 5% of a company's outstanding shares, avoiding disclosure and procedural requirements applicable to most bids under Canadian and U.S. securities regulations. The Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC states that "bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

Shareholders should carefully review the NYSB offer documents and current market price for Manulife shares, and consult their investment advisors regarding any offer they may receive and review with their advisors all options for their investment in Manulife shares.

Manulife has stock transfer agents providing shareholder services in Canada, the United States, Hong Kong and the Philippines. These local agents provide services directly to our registered shareholders and can provide information on share account management, direct deposit of dividends, dividend reinvestment and share purchase plans. Please email manulifeinquiries@tmx.com for more information.

Manulife requests that a copy of this news release be included in any distribution of materials relating to NYSB's mini-tender offer for Manulife common shares.

About Manulife

Manulife Financial Corporation is a leading international financial services provider, helping our customers make their decisions easier and lives better. With our global headquarters in Toronto, Canada, we operate as Manulife across Canada, Asia, and Europe, and primarily as John Hancock in the United States, providing financial advice and insurance for individuals, groups and businesses. Through Manulife Wealth & Asset Management, we offer global investment, financial advice, and retirement plan services to individuals, institutions, and retirement plan members worldwide. At the end of 2024, we had more than 37,000 employees, over 109,000 agents, and thousands of distribution partners, serving over 36 million customers. We trade as 'MFC' on the Toronto, New York, and the Philippine stock exchanges, and under '945' in Hong Kong.

Not all offerings are available in all jurisdictions. For additional information, please visit manulife.com.

Media Relations
Fiona McLean
Manulife
437-441-7491
fiona_mclean@manulife.com 

Investor Relations
Hung Ko
Manulife
416-806-9921
hung_ko@manulife.com 

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SOURCE Manulife Financial Corporation

FAQ

What is the price discount of NYSB's mini-tender offer for MFC shares compared to market value?

The offer price represents a 34.98% discount to TSX and 34.88% to NYSE prices as of March 13, 2025, and approximately 41.61% and 41.75% discount to TSX and NYSE prices as of April 1, 2025.

How many Manulife (MFC) shares is NYSB attempting to purchase in their mini-tender offer?

NYSB is attempting to purchase up to 250,000 Manulife common shares, representing less than 0.02% of outstanding shares.

What are the regulatory concerns regarding the MFC mini-tender offer by NYSB?

The offer bypasses disclosure requirements by targeting less than 5% of shares. Both CSA and SEC have expressed concerns about mini-tenders potentially misleading investors who don't compare offer prices to market values.

What is Manulife's (MFC) official position on the NYSB mini-tender offer?

Manulife is not associated with NYSB and does not recommend or endorse acceptance of this unsolicited offer.