Manulife Financial announces proxy solicitation relating to outstanding public debt of its subsidiary John Hancock Canadian Corporation


    TORONTO, Oct. 14 /CNW/ - Manulife Financial Corporation ("MFC"), and its
subsidiaries, John Hancock Financial Services, Inc. ("JHFS") and John Hancock
Canadian Corporation ("JHCC"), jointly announced today the commencement of
proxy solicitations relating to the outstanding public debt of JHCC.
    JHCC is soliciting proxies from holders of its outstanding Canadian
dollar denominated 6.672% Senior Unsecured Notes due May 31, 2011 (the "6.672%
Notes") and its 6.496% Senior Unsecured Notes due November 30, 2011 (the
"6.496% Notes" and together with the 6.672% Notes, the "Notes"). The proxies
will be used at meetings of holders of the 6.672% Notes and the 6.496% Notes
to be held on November 24, 2008, at which JHCC will seek the approval of
noteholders to amend the indentures pursuant to which the Notes were issued.
    The amendments to the indentures are being proposed in connection with a
previously announced reorganization by MFC of certain of its U.S. legal
entities as part of the integration of the John Hancock companies. The
reorganization is being undertaken to streamline those entities, simplify
financial reporting, improve efficiencies and better position MFC for future
growth. The reorganization is subject to approval by U.S. insurance regulators
in Michigan, Massachusetts and New York and to approval of the Office of the
Superintendent of Financial Institutions Canada.
    The indenture amendments will permit the wind-up of JHCC into JHFS,
pursuant to which JHFS will become liable in place of JHCC for the payment of
all the Notes and the interest payments on the Notes. Certain other changes to
the indentures are also being proposed, as described in the noteholders'
information circular to be mailed to noteholders. If the amendments to the
indentures are approved by noteholders, the subordinated guarantee by MFC of
the Notes would be replaced by a senior guarantee by MFC of JHFS's obligations
under the Notes. As well, the indentures would be amended to increase the
interest rate, in the case of the 6.672% Notes, to 6.822% and, in the case of
the 6.496% Notes, to 6.646%.
    To be effective, the noteholders' resolution for each series of Notes
must be passed by the favourable vote of the holders of not less than 66 2/3%
of the aggregate principal amount of the Notes of that series, represented and
voted at the applicable noteholders' meeting or any adjournment thereof. Each
noteholder of record at the close of business on October 17, 2008 will be
entitled to receive notice of and to vote at the applicable meeting.
    A noteholders' information circular providing the terms of the proxy
solicitations and related documents will be mailed on or about October 30,
    The solicitation agent for the proxy solicitations relating to the Notes
is RBC Dominion Securities Inc. Questions regarding the proxy solicitations
may be directed to Richard Ternieden, RBC Dominion Securities Inc. at

    About Manulife Financial

    Manulife Financial is a leading Canadian-based financial services group
serving millions of customers in 19 countries and territories worldwide.
Operating as Manulife Financial in Canada and Asia, and primarily through John
Hancock in the United States, the Company offers customers a diverse range of
financial protection products and wealth management services through its
extensive network of employees, agents and distribution partners. Funds under
management by Manulife Financial and its subsidiaries were Cdn$400 billion
(US$393 billion) as at June 30, 2008.
    Manulife Financial is one of two publicly traded life insurance companies
in the world whose rated life insurance subsidiaries hold Standard & Poor's
Rating Services' highest "AAA" rating.
    Manulife Financial Corporation trades as 'MFC' on the TSX, NYSE and PSE,
and under '0945' on the SEHK. Manulife Financial can be found on the Internet

For further information:

For further information: Media inquiries: Laurie Lupton, (416) 852-7792,; Investor Relations: Amir Gorgi, 1-800-795-9767,

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