September 15, 2014
Manulife was represented by an in-house team led by Stephen Sigurdson, Executive Vice President and General Counsel and which included Martin Guest, Senior Vice President, General Counsel Canada and Cameron MacDonald, Assistant Vice President, Corporate & Divisional Law. Torys LLP provided external support with a team led by David Seville and which included Thomas Yeo, Jonathan Cescon, Anthony Tam, Sarah Carter and Frazer House (corporate/securities) and Catrina Card (tax).
On September 3, 2014, Manulife Financial Corporation (Manulife) announced that the acquisition of the Canadian-based operations of Standard Life plc will be funded, in part, from the net proceeds of the issuance of up to approximately C$2.26 billion of subscription receipts for common shares.
Under the terms of the public offering, which closed September 15, 2014, Manulife sold an aggregate of 81,860,464 subscription receipts (which includes the over-allotment option of 7,410,464 subscription receipts exercised in full by the underwriters), on a bought deal basis, at a price of C$21.50 per subscription receipt through a syndicate of investment dealers, for gross proceeds of approximately C$1.76 billion.
In addition to and concurrent with the closing of the public offering, the Caisse de dépôt et placement du Québec completed the purchase of 23,786,870 subscription receipts from Manulife in a private placement at the public offering price (less a private placement fee) for gross proceeds of approximately C$500 million. In aggregate the subscription receipt offerings resulted in gross proceeds of approximately C$2.26 billion.
The net proceeds from the sale of the subscription receipts will be held by an escrow agent pending the completion of Manulife's acquisition of the Canadian-based operations of Standard Life plc, which, subject to the receipt of all necessary approvals, is expected to close in the first quarter of 2015.
Manulife is a leading Canada-based financial services group with principal operations in Asia, Canada and the United States and approximately C$637 billion (US$597 billion) in funds under management, as of June 30, 2014.