Manulife Warns Investors About Unsolicited Mini-Tender Offer from Ocehan LLC

Warning to Manulife Shareholders: Ocehan LLC's Offer

Manulife Financial Corporation has recently alerted its investors about an unsolicited mini-tender offer from Ocehan LLC, which seeks to buy up to 50,000 shares of Manulife's common stock. This offer, which covers less than 0.003% of the outstanding common shares, is priced at $35.80 per share. Manulife has clarified that it has no affiliation with Ocehan and does not recommend accepting the terms of this unsolicited offer.

The context of this warning is crucial. The mini-tender offer from Ocehan is substantially below the current market value of Manulife shares, representing a discount of approximately 24.88% compared to the closing prices on the Toronto Stock Exchange (TSX) and 24.67% on the New York Stock Exchange (NYSE) on November 19, 2025—the last trading day before the mini-tender offer was initiated. Even more striking, the offer reflects a 28.29% discount on TSX and 28.16% on NYSE as of December 19, 2025.

Understanding Mini-Tender Offers

Mini-tender offers are unique in that they target less than 5% of a company’s outstanding shares. This approach allows them to evade many of the significant regulatory requirements that usually apply to larger bids, as established by both Canadian and U.S. securities regulations. Due to this circumvention of regulatory scrutiny, the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) have raised red flags regarding mini-tender offers. Their concerns center around the risk that investors might accept such offers without thoroughly comparing the offer price to the market price of their shares.

According to the SEC, “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.” This statement underscores the importance of diligence on behalf of investors to avoid potential losses from poorly priced offers.

Recommendations for Shareholders

Manulife advises its shareholders to exercise extreme caution. Shareholders are encouraged to thoroughly scrutinize the documentation associated with Ocehan's offer. It is vital to compare the offer price to the current market value of Manulife shares and seek counsel from investment advisors regarding any decisions they may be considering related to the offer. Consulting with an advisor can provide insight into all available options concerning their stake in Manulife, allowing for informed decision-making.

In addition, shareholders can access support from stock transfer agents in Canada, the United States, Hong Kong, and the Philippines. These agents can assist with share account management, the direct deposit of dividends, and other shareholder services. For additional inquiries, shareholders can reach out directly via email.

About Manulife

Manulife Financial Corporation is a premier financial services company that effectively aids customers in making informed decisions to improve their lives. Global headquarters are based in Toronto, Canada, with operations under the Manulife brand in Canada, Asia, and Europe, and primarily as John Hancock in the United States. Manulife delivers financial advice and insurance services tailored to individuals, groups, and businesses. Through its subsidiary, Manulife Wealth & Asset Management, the firm offers global investment and retirement plan services to various clients worldwide.

At the end of 2024, Manulife's workforce comprised over 37,000 employees and more than 109,000 agents actively serving over 36 million customers globally. The company's stock is traded under the ticker symbol 'MFC' on the TSX, NYSE, and the Philippine stock exchange, and under '945' in Hong Kong. However, it’s important to note that not all services are available in every jurisdiction.

For those seeking more detailed information on their shares or related questions, they are encouraged to visit the official Manulife website.