Manulife cautions investors regarding Ocehan LLC offer for shares

Rhea-AI Summary

Manulife (TSX/NYSE/PSE: MFC; SEHK: 945) cautions investors about an unsolicited mini-tender offer from Ocehan LLC to buy up to 50,000 common shares (under 0.003% of outstanding) at C$35.80 per share. Manulife said it is not associated with Ocehan and does not recommend acceptance.

The offer price represents approximately a 24.7%–28.3% discount to closing TSX and NYSE prices on key dates cited. Manulife reminded shareholders that mini-tender offers may avoid standard disclosure and procedural requirements and quoted regulator concerns that such bids can be below market.

Shareholders were advised to review Ocehan's documents, compare the offer to current market prices, consult investment advisors, and contact Manulife transfer agents for shareholder services.

Positive

• None.

Negative

• Offer size: 50,000 shares (<0.003% outstanding)
• Offer price: C$35.80, ~24.7%–28.3% discount to recent closes
• Mini-tender structure: avoids disclosure and procedural requirements

Key Figures

Mini-tender size 50,000 shares Ocehan LLC offer for Manulife common shares

Ownership share <0.003% of shares Portion of Manulife common shares outstanding targeted

Offer price $35.80 per share Ocehan LLC unsolicited mini-tender offer price

TSX discount Nov 19 24.88% Below TSX closing price on Nov 19, 2025

NYSE discount Nov 19 24.67% Below NYSE closing price on Nov 19, 2025

TSX discount Dec 19 28.29% Below TSX closing price on Dec 19, 2025

NYSE discount Dec 19 28.16% Below NYSE closing price on Dec 19, 2025

Mini-tender threshold <5% of shares Level that avoids full bid requirements under regulations

Market Reality Check

$36.53 Last Close

Volume Volume 1,362,283 vs 20-day average 2,574,672 (relative volume 0.53 before this news). low

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 12	Credit rating affirmation	Positive	-0.5%	AM Best affirmed Manulife’s strong financial strength and credit ratings.
Dec 02	Debt offering	Neutral	+0.5%	Priced U.S.$1,000,000,000 4.986% senior notes due 2035 for general purposes.
Nov 21	Conference appearance	Neutral	+2.0%	CFO fireside chat at Desjardins Toronto Conference with webcast and replay.
Nov 13	Executive fireside chat	Neutral	-0.2%	CEO fireside chat with TD Securities discussing performance and strategy.
Nov 12	Board appointment	Neutral	+0.0%	Appointment of Hai Ling to Board and key committees effective Jan 1, 2026.

Pattern Detected

Recent news events have generally produced modest price moves, with a slight divergence on positive credit-rating news.

Recent Company History

Over the past six weeks, Manulife’s news flow has focused on credit strength, funding and investor communications. On Nov 12, a new director was appointed. Subsequent events included CEO and CFO fireside chats on Nov 19 and Nov 25, a U.S.$1,000,000,000 senior notes offering on Dec 2, and an A+/aa- rating affirmation on Dec 12. The current warning about an unsolicited mini-tender offer fits within this pattern of governance, capital markets and shareholder-focused updates.

Market Pulse Summary

This announcement focuses on an unsolicited mini-tender for up to 50,000 shares, less than 0.003% of Manulife’s outstanding common shares, at $35.80 per share. The offer was made at discounts exceeding 24% to recent TSX and NYSE closing prices, prompting the company to caution investors. The release also references regulatory concerns from the CSA and SEC about mini-tenders, while pointing shareholders to company-authorized transfer agents and established dividend reinvestment and share purchase plans.

Key Terms

mini-tender offer financial

"an unsolicited mini-tender offer made by Ocehan LLC (Ocehan) to purchase"

A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.

Canadian Securities Administrators regulatory

"The Canadian Securities Administrators (CSA) and the U.S. Securities and"

Canadian Securities Administrators is a cooperative body made up of provincial and territorial securities regulators that coordinates rules, policies and enforcement across Canada’s capital markets. Think of it as a national traffic controller that tries to keep rules consistent, require companies to share clear information, and protect investors from fraud or unfair practices — actions that affect how safe and transparent investments appear and how markets operate.

U.S. Securities and Exchange Commission regulatory

"and the U.S. Securities and Exchange Commission (SEC) have expressed serious"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

stock transfer agents financial

"Manulife has stock transfer agents providing shareholder services in Canada,"

Stock transfer agents are specialized firms that keep official records of who owns a company’s shares and handle the paperwork that comes with owning stocks—issuing and canceling certificates, processing transfers, distributing dividends, and managing proxy voting. Think of them as the company’s records office or a post office for share-related transactions; reliable transfer agents help investors receive payments, exercise rights and avoid errors or fraud that could disrupt ownership or payouts.

dividend reinvestment financial

"directly to our registered shareholders and can provide information on share account management, direct deposit of dividends, dividend reinvestment and share purchase plans."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

share purchase plans financial

"dividends, dividend reinvestment and share purchase plans. Please email"

A share purchase plan is a program through which a company offers eligible people—often existing shareholders or employees—the chance to buy additional company shares directly, usually at a set price or small discount and with simplified paperwork. Think of it like a limited-time group sale that gives insiders or holders first dibs; it matters because it can dilute the share count, signal management’s confidence, and provide an easy way to increase ownership or raise capital.

AI-generated analysis. Not financial advice.

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

TORONTO , Dec. 22, 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 $35.80 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 24.88% and 24.67%, respectively, below the closing prices of Manulife common shares on the TSX and NYSE on November 19, 2025, the last trading day before the mini-tender offer was commenced, and a discount of 28.29% and 28.16%, respectively, below the closing prices on the TSX and NYSE on December 19, 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
Derek Theobalds
Manulife
416-254-1774
derek_theobalds@manulife.com

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SOURCE Manulife Financial Corporation

FAQ

What exactly is Ocehan's mini-tender offer for Manulife (MFC) on December 22, 2025?

Ocehan offered to buy up to 50,000 Manulife common shares at C$35.80 per share, representing under 0.003% of outstanding shares.

How much below market is the Ocehan offer for Manulife (MFC)?

The offer price is about a 24.7%–28.3% discount to Manulife’s closing prices on the cited dates.

Does Manulife (MFC) recommend accepting the Ocehan mini-tender offer?

No. Manulife stated it is not associated with Ocehan and does not recommend or endorse accepting the offer.

Why are mini-tender offers like Ocehan’s considered risky for MFC shareholders?

Regulators note mini-tenders often avoid standard disclosure and may be below market, risking investors tendering without price comparison.

What should Manulife (MFC) shareholders do if they receive the Ocehan offer?

Shareholders should review the offer documents, compare to current market price, and consult investment advisors before deciding.

How can Manulife (MFC) shareholders get help with share accounts or dividend services?

Contact Manulife’s local stock transfer agents or email manulifeinquiries@tmx.com for shareholder services and account information.