Manulife cautions investors regarding Ocehan LLC offer for shares

Rhea-AI Summary

Manulife (MFC) has issued a warning to investors regarding an unsolicited mini-tender offer from Ocehan to purchase up to 50,000 Manulife common shares (less than 0.003% of outstanding shares) at $34.20 per share. The company emphasizes this offer represents a significant discount of approximately 20% below current market prices on both TSX and NYSE as of February 24, 2025.

The mini-tender offer, designed to acquire less than 5% of company shares, bypasses standard disclosure and procedural requirements under Canadian and U.S. securities regulations. Both the Canadian Securities Administrators (CSA) and U.S. Securities and Exchange Commission (SEC) have expressed concerns about such offers, particularly regarding investors potentially accepting without understanding the below-market pricing.

Positive

• Company actively protecting shareholder interests by issuing warning about below-market offer

Negative

• Unsolicited mini-tender offer at ~20% below market value threatens shareholder value
• Potential risk of uninformed shareholders accepting disadvantageous offer

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

TORONTO, Feb. 25, 2025 /PRNewswire/ - Manulife has been notified of an unsolicited mini-tender offer made by Ocehan LLC (Ocehan) to purchase up to 50,000 Manulife common shares, or less than 0.003% of the common shares outstanding, at a price of $34.20 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 19.83% and 20.07%, respectively, below the closing prices of Manulife common shares on the TSX and NYSE on February 3, 2025, the last trading day before the mini-tender offer was commenced, and a discount of 20.35% and 20.12%, respectively, below the closing prices on the TSX and NYSE on February 24, 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 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, 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 Ocehan 's mini-tender offer for MFC shares?

Ocehan's offer price of $34.20 represents approximately 20% discount below Manulife's market price on both TSX and NYSE as of February 24, 2025.

How many Manulife (MFC) shares is Ocehan attempting to purchase?

Ocehan is attempting to purchase up to 50,000 Manulife common shares, representing less than 0.003% of outstanding shares.

Why is Manulife (MFC) warning investors about the Ocehan mini-tender offer?

Manulife warns that the offer is significantly below market value and avoids standard securities regulations, as mini-tender offers can catch investors off guard with below-market pricing.

What regulatory concerns exist about the MFC mini-tender offer from Ocehan ?

Both CSA and SEC have expressed serious concerns about mini-tender offers bypassing disclosure requirements and potentially misleading investors with below-market prices.