Manulife warns of Ocehan mini-tender offer

Executive Summary

• Manulife Financial Corp. issued a public warning regarding an unsolicited mini-tender offer made by Ocehan LLC to purchase up to 50,000 common shares.
• Manulife explicitly states it is not associated with Ocehan and does not recommend or endorse the offer.
• The company highlighted that the offer price of $35.80 per share represents a significant discount (approx. 24-28%) compared to recent market closing prices on the TSX and NYSE.

Key Details

• Offeror: Ocehan LLC.
• Target: Manulife Financial Corp. common shares.
• Quantity: Up to 50,000 shares (less than 0.003% of outstanding shares).
• Offer Price: $35.80 per share.
• Market Discount:
  • Approximately 24.88% and 24.67% below the closing prices on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE) on Nov. 19, 2025.
  • Approximately 28.29% and 28.16% below the closing prices on the TSX and NYSE on Dec. 19, 2025.
• Regulatory Context: The release notes that mini-tender offers seek less than 5% of outstanding shares to avoid standard disclosure and procedural requirements under Canadian and US securities regulations.
• Regulatory Concerns: The Canadian Securities Administrators (CSA) and US Securities and Exchange Commission (SEC) have expressed concerns that investors may tender shares without understanding the offer price relative to the actual market price.
• Company Stance: Manulife cautions shareholders to review offer documents, compare against current market prices, and consult investment advisers.
• Action Requested: Manulife requests that a copy of this news release be included in any distribution of materials related to Ocehan's offer.

Notable Quotes

• "Manulife is in no way associated with Ocehan and does not recommend or endorse acceptance of this unsolicited offer."
• "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.'"