Manulife cautions investors regarding Ocehan LLC offer for shares

The offer covers less than 0.006% of outstanding common shares, and Manulife does not recommend or endorse acceptance.

Rhea-AI Summary

Manulife (MFC) cautioned shareholders about Ocehan's unsolicited mini-tender offer to purchase up to 100,000 common shares at below-market prices.

The offer price is $47.20 per share. It is approximately 24.68% below the TSX closing price and 24.79% below the NYSE closing price on October 16, 2026, the last trading day before the offer commenced. Against November 5, 2026 closing prices, the discounts are 23.41% and 23.30%, respectively. Manulife is not associated with Ocehan. The company urged shareholders to review the offer documents and current market prices and consult their investment advisors.

Positive

• None.

Negative

• Minor pointOcehan's $47.20-per-share offer is below market; discounts were 23.41% on TSX and 23.30% on NYSE on November 5, 2026.

News Explained

Ocehan's commenced offer concerns existing shares, not a new Manulife issue: it is capped at 100,000 shares, less than 0.006% outstanding, and if accepted transfers ownership without increasing the share count. Mini-tenders are designed to seek under 5%, avoiding disclosure and procedural requirements applicable to most bids.

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TORONTO, Nov. 6, 2026 /PRNewswire/ -- Manulife has been notified of an unsolicited mini-tender offer made by Ocehan LLC (Ocehan) to purchase up to 100,000 Manulife common shares, or less than 0.006% of the common shares outstanding, at a price of $47.20 per share.

Manulife is in no way associated with Ocehan 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 24.68% and 24.79%, respectively, below the closing prices of Manulife common shares on the TSX and NYSE on October 16, 2026, the last trading day before the mini-tender offer was commenced, and a discount of 23.41% and 23.30%, respectively, below the closing prices on the TSX and NYSE on November 5, 2026.

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 has indicated  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." The SEC has issued "Tips for Investors" regarding mini-tender offers. The SEC's advisory can be found on its website at: www.sec.gov/investor/pubs/minitend.htm.

Information on the CSA's long-standing guidance on mini-tenders can be found on the Ontario Securities Commission website at: www.osc.ca/en/securities-law/instruments-rules-policies/6/61-301/csa-staff-notice-61-301-staff-guidance-practice-mini-tenders.

Shareholders should carefully review the Ocehan 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 Ocehan's mini-tender offer for Manulife common shares.

About Manulife

Manulife Financial Corporation is a leading international financial services provider, headquartered in Toronto, Canada. Anchored in our ambition to be the number one choice for customers, we operate as Manulife across Canada and Asia, and primarily as John Hancock in the United States, providing financial advice, insurance and health solutions for individuals, groups and businesses. Through Manulife Wealth & Asset Management, we offer global investment solutions, financial advice, and retirement plan services to individuals, institutions, and retirement plan members worldwide. At the end of 2025, we had more than 37,000 employees, over 106,000 agents, and thousands of distribution partners, serving over 37 million customers with operations across 25 markets globally. We trade as 'MFC' on the Toronto, New York, and Philippine stock exchanges, and under '945' on the Hong Kong stock exchange. 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 Derek Theobalds Manulife 416-254-1774 derek_theobalds@manulife.com

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SOURCE Manulife Financial Corporation

FAQ

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What are the terms of Ocehan's mini-tender offer for Manulife shares?

Ocehan is offering $47.20 per share for up to 100,000 Manulife common shares, representing less than 0.006% of outstanding common shares. The offer is unsolicited, and Manulife does not recommend or endorse acceptance.

Why does Ocehan's offer for Manulife shares qualify as a mini-tender?

Mini-tender offers seek less than 5% of a company's outstanding shares and are not subject to the disclosure and procedural requirements applicable to most bids under Canadian and U.S. securities regulations. Ocehan's offer seeks less than 0.006% of Manulife's outstanding common shares.