Manulife acquires the Standard Life Assurance Company and Standard Life Investments

The Manufacturers Life Insurance Company, a wholly-owned subsidiary of Manulife Financial Corporation, acquired the holding company of The Standard Life Assurance Company of Canada and Standard Life Investments Inc. from Standard Life plc in consideration for a payment of CAD$4 billion in cash.

The acquisition was financed by Manulife through a combination of a CAD$1.76 billion bought deal public offering of subscription receipts, a CAD$500 million private placement of subscription receipts to the Caisse de dépôt et placement du Québec, and through internal resources.

Manulife and Standard Life Investments also entered into a collaboration agreement whereby the parties will work together to expand existing collaboration efforts and to develop and implement new collaboration initiatives, both in terms of expanding the volume of investment fund products each party currently markets and distributes through the other party’s channels and making available new opportunities to market investment strategies and products on each other’s retail platforms around the world.

In Canada, the acquisition is transformative to Manulife’s Group Retirement business. It almost doubles assets under administration (“AUA”) and moves Manulife to #2 in the highly competitive group retirement business in Canada based on AUA. The transaction also adds over $6 billion in assets under management (“AUM”) to Manulife’s mutual fund business in Canada.

The legal team for Manulife was led internally by Stephen Sigurdson, Executive Vice President and General Counsel, Martin Guest, Senior Vice President and General Counsel Canada, and Bill Dawson, Vice President and Chief Regulatory Counsel, and included the assistance of David Connolly, Vice President and Chief Counsel, Divisional Law; Cameron MacDonald, Assistant Vice President, Corporate and Divisional Law; Kenneth Pogrin, Senior Managing Director and Chief Counsel, North America and Private Markets; Warren Ruddick, Managing Director and General Counsel, Manulife Asset Management Canada;  Kay Song, Assistant Vice President and Senior Counsel, Corporate Law; and Michael Ward, Assistant Vice President and Senior Counsel.

Manulife was represented in the acquisition by Osler, Hoskin & Harcourt LLP with a team led by Terry Burgoyne (corporate) and included Victoria Graham (corporate/regulatory), John Black (securities), James Brown (corporate), Rob Anton (corporate/regulatory), Michelle Lally (competition), Kaeleigh Kuzma (competition), Jordan Giurlanda (competition), Kim Wharram (tax), Drew Morier (tax) and Matias Milet (tax).

Manulife was represented in its financing transactions by Torys LLP, with a team led by David Seville, and included Thomas Yeo, Jonathan Cescon, Anthony Tam, Frazer House and Sarah Carter (corporate/securities) and Catrina Card (tax). The underwriters for Manulife’s financing were represented by McCarthy Tétrault LLP, with a team led by Barry Ryan and Andrew Parker, and included Matthew Appleby and Ryan Hornby and Gabrielle Richards (tax). The Caisse de dépôt et placement du Québec was represented in-house by Sophie Lussier and by Norton Rose Fulbright Canada LLP with a team led by Paul Raymond and Pete Wiazowski.

The legal team for Standard Life was led internally by David Burns, Acting General Counsel; Sara De Busk, Associate General Counsel; and Amanda Wright, Senior Legal Advisor. Support was provided by a legal team from Standard Life Canada including Penny Westman, Senior Vice President, Legal and Compliance; Ingrid Gendreau, Vice President, Legal Affairs; Isabelle Tremblay, Deputy Secretary; Christiane Vachon, Vice President, Compliance; Jean-Francois Jutras, Senior Legal Counsel; Louise Prevost, Associate General Counsel; Anick Morin, Associate General Counsel; and Karen Shaw, Senior Legal Counsel of Standard Life Investments Inc.

Standard Life was represented by Blake, Cassels & Graydon LLP with a team led by Greg Frenette (corporate) and Dawn Jetten (regulatory), and included Jake Gilbert, Stefan Timms, Carlos Cerqueira and David Forsayeth (corporate); Michael Sharp (securities), Navin Joneja and Rob Kwinter (competition); Kathleen Penny and Peter Lee (tax); Thomas von Hahn, John Hutmacher and Patrick Gordon (real estate); David Feldman (outsourcing), Antonio Turco (intellectual property) and Natalie Bussière (employment).