FILED PURSUANT TO RULE 425
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Filed by Manulife Financial
Corporation pursuant to Rule 425 of
the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of
1934 |
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Subject Company: John Hancock
Financial Services, Inc. |
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Registration No.: 333-110281 |
Forward-Looking Statements
The statements, analyses, and other information contained herein relating to
the proposed merger and anticipated synergies, savings and financial and
operating performance, including estimates for growth, trends in each of
Manulife Financial Corporation’s and John Hancock Financial Services, Inc.’s
operations and financial results, the markets for Manulife’s and John Hancock’s
products, the future development of Manulife’s and John Hancock’s business, and
the contingencies and uncertainties to which Manulife and John Hancock may be
subject, as well as other statements including words such as “anticipate,”
“believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and
other similar expressions, are “forward-looking statements” under the Private
Securities Litigation Reform Act of 1995. Such statements are made based upon
management’s current expectations and beliefs concerning future events and
their potential effects on the company.
Future events and their effects on Manulife and John Hancock may not be those
anticipated by management. Actual results may differ materially from the
results anticipated in these forward-looking statements. For a discussion of
factors that could cause or contribute to such material differences, investors
are directed to the risks and uncertainties discussed in Manulife’s most recent
Annual Report on Form 40-F for the year ended December 31, 2002, John Hancock’s
most recent Annual Report on Form 10-K for the year ended December 31, 2002 and
John Hancock’s quarterly reports on Form 10-Q and other documents filed by
Manulife and John Hancock with the Securities and Exchange Commission (“SEC”).
These risks and uncertainties include, without limitation, the following:
changes in general economic conditions; the performance of financial markets
and interest rates; customer responsiveness to existing and new products and
distribution channels; competitive and business factors; new tax or other
government regulation; losses relating to our investment portfolio; volatility
in net income due to regulatory changes in accounting rules, including changes
to United States generally accepted accounting principles, Canadian generally
accepted accounting principles and statutory accounting; the ability to achieve
the cost savings and synergies contemplated by the proposed merger; the effect
of regulatory conditions, if any, imposed by regulatory agencies; the reaction
of John Hancock’s and Manulife’s customers and policyholders to the
transaction; the ability to promptly and effectively integrate the businesses
of John Hancock and Manulife; diversion of management time on merger-related
issues; and increased exposure to exchange rate fluctuations.
Neither Manulife nor John Hancock undertakes and each specifically disclaims,
any obligation to update or revise any forward-looking information, whether as
a result of new information, future developments or otherwise.
Important Legal Information
This communication is being made in respect of the proposed merger involving
John Hancock and Manulife. In connection with the proposed merger, Manulife
filed a registration statement on Form F-4 on November 6, 2003, which was
subsequently amended on December 23, 2003 and January 5, 2004, containing the
definitive proxy statement/prospectus for the stockholders of John Hancock, and
Manulife and John Hancock will each be filing other documents regarding the
proposed transaction, with the SEC.
2
Before making any voting or investment decision, John Hancock’s stockholders
and investors are urged to read the definitive proxy statement/prospectus on
file with the SEC as well as any other relevant documents carefully in their
entirety because they will contain important information about the proposed
transaction. The definitive proxy statement/prospectus on file with the SEC,
as well as other relevant material (when they become available) and any other
documents filed by Manulife or John Hancock with the SEC, will be available
free of charge at the SEC’s Web site, www.sec.gov. Stockholders and investors
in John Hancock or Manulife will also be able to obtain the definitive proxy
statement/prospectus and other documents free of charge by directing their
requests to John Hancock Shareholder Services, c/o EquiServe, L.P., P.O. Box
43015, Providence, RI 02940-3015, (800-333-9231) or to Manulife Investor
Relations, 200 Bloor Street East, NT-7, Toronto, Ontario, M4W 1E5, Canada,
(800-795-9767).
Manulife, John Hancock and their respective directors and executive officers
and other members of management and employees may be deemed to participate in
the solicitation of proxies in respect of the proposed transactions.
Information regarding John Hancock’s directors and executive officers is
available in John Hancock’s proxy statement for its 2003 annual meeting of
stockholders, which was filed with the SEC on March 20, 2003, and information
regarding Manulife’s directors and executive officers is available in
Manulife’s annual report on Form 40-F for the year ended December 31, 2002, its
notice of annual meeting and proxy circular for its 2003 annual meeting notice
which was filed with the SEC on March 31, 2003, and the definitive proxy
statement/prospectus included in the registration statement on Form F-4, as
amended, which was filed with the SEC on January 5, 2004. Additional
information regarding the interests of potential participants is included in
the definitive proxy statement/prospectus on file with the SEC and will be
included in other relevant documents filed with the SEC when they become
available.
* * *
The
following is a brochure that John Hancock Financial Services, Inc.
began mailing to some of its stockholders on January 23, 2004.
| Manulife Financial + John Hancock |
| Your Vote is Very Important! |
| Your Vote is Very Important. |
| see page 5 for instructions |
| We urge you to read the proxy statement/prospectus previously sent to you. The
proxy statement/prospectus contains important information and is also available
for free at the SEC’s web site at www.sec.gov. You can also get an additional
copy of the proxy statement/ prospectus by calling 1-866 -257-5508. PLEASE READ
THE PROXY STATEMENT/PROSPECTUS THOROUGHLY, INCLUDING THE SECTION DESCRIBING THE
RISK FACTORS BEGINNING ON PAGE 20 OF THE PROXY STATEMENT/PROSPECTUS. |
| Dear Stockholder of John Hancock Financial Services, Inc.: |
| On September 28, 2003, your Board of Directors unanimously approved an historic
merger agreement between John Hancock Financial Services, Inc. and Manulife
Financial Corporation. |
| Your Board sees this merger as a unique strategic opportunity to combine two
exceptionally strong companies into a single, integrated global market leader
whose scale and capital base are expected to drive greater short- and long-term
growth and stockholder value. |
| Completion of this merger requires that holders of a majority of John Hancock’s
outstanding shares vote in favor of the merger agreement. Accordingly, your
Board recommends that you vote FOR the adoption of the merger agreement, by
following the voting instructions provided with the enclosed proxy card. |
| On behalf of the entire Board of Directors, thank you for your continued
confidence and support. |
| David F. D’Alessandro
Chairman & Chief Executive Officer John Hancock Financial Services
Your Vote Will Help Create: |
| a unique strategic opportunity to combine two exceptionally strong companies
into a single, integrated global market leader whose scale and capital base are
expected to drive greater short-and long-term growth and stockholder value. |
| Combined company would have a leading market position in all of its major
businesses* |
| United States
4th in Individual Life |
| 2nd in Variable Life 1st in Universal Life |
| 2nd in Long-Term Care Insurance |
| 10th in Fixed Annuities 8th in Variable Annuities |
| Canada
1st (tie) in Individual Life 1st (tie) in Group Life 2nd in Group Health |
| *Based on 2002 sales data |
| A Strategic Opportunity
In reaching its decision to recommend that John Hancock stockholders vote for
the
adoption of the merger agreement, John Hancock’s Board concluded that the
merger of Manulife Financial and John Hancock provides a unique strategic
opportunity for short- and long-term enhanced financial performance and
stockholder value. |
| The Board believes that John Hancock’s shareholders would benefit from
ownership in a combined company that should have competitive strength marked
by: |
| A stronger capital base.
Improved operating efficiencies. |
| Diversity and depth of its products and distribution capabilities. |
| A leading position across all of its core business lines in the United States,
Canada and Asia. |
| The Board believes that these strengths should result in earnings and prospects
superior to John Hancock’s earnings and prospects on a stand-alone basis. |
| Manulife Financial + John Hancock Will Create: |
| One of the largest life insurance companies in the world with a combined market
capitalization of approximately US$26 billion (as of 1/2/04). |
| A company with stronger earnings, balance sheet and capital base than John
Hancock on a stand-alone basis, with the ability to maintain its current
ratings and with an enhanced ability to achieve even more positive financial
strength ratings. |
| An industry leader in both the U.S. and Canada in its core products with a more
diversified earnings base on both a product and geographic basis. |
| A company with diversified and enhanced distribution capabilities. |
| A company with multiple strong, high quality brands, including John Hancock.
1 John Hancock stand-alone market capitalization as of 1/2/04 is based on
the NYSE closing share price of US$37.89 and 289 million shares
outstanding. For combined market capitalization, Manulife Financial data
is based on closing share price of C$41.83, US$32.42 and 463 million
shares outstanding on 1/2/04. Hancock data for the combined market
capitalization is based on 289 million shares outstanding and an implied
purchase price of US$38.43 based on an exchange ratio of 1.1853 and
Manulife Financial closing price of US$32.42 on the NYSE and C$41.83 on
the TSX on 1/2/04. The US$/C$ exchange rate is the noon buying rate in the
City of New York on 1/2/04 of 1.2900. |
| Financial Strength and Claims Paying Ability
The Manufacturers Life Insurance Company*
S&P AA+ Moody’s Aa2 A.M. Best A++ Fitch AA+ DBRS IC-1 |
| John Hancock Life Insurance Company**
S&P AA Moody’s Aa3 A.M. Best A++ Fitch AA |
| * A subsidiary of Manulife Financial Corporation
** A subsidiary of John Hancock Financial Services, Inc. |
| Your Vote Is Very Important |
| The completion of the merger of John Hancock and Manulife Financial requires
your support. Please carefully review the proxy materials you have received and
vote your shares today. If you have any questions, please call 1-866-257-5508.
What Will John Hancock Stockholders Receive in the Merger? |
| Under the merger agreement, for each share of John Hancock common stock that
you own, you will receive 1.1853 common shares of Manulife Financial
(fractional shares will not be issued, but a cash payment will be made for
those fractional shares). After the merger John Hancock stockholders will own
approximately 42% of the outstanding common shares of the combined company
(based on the number of shares outstanding at January 2, 2004). |
| The number of Manulife Financial common shares that you will receive in the
merger is fixed. The dollar value of those shares will change depending on
changes in the market price of the Manulife Financial common shares and will
not be known at the time you vote on the adoption of the merger agreement. You
should obtain current market quotations for both the Manulife Financial common
shares and the John Hancock common stock. Both John Hancock and Manulife
Financial common shares are listed on the New York Stock Exchange and Manulife
Financial common shares are also listed on the Toronto Stock Exchange under the
symbol “MFC”. |
| Your Vote Is Very Important |
| Please make sure you have carefully reviewed the proxy statement/ prospectus
previously sent to you. Remember: John Hancock’s Board of Directors has
recommended that you vote for adoption of the merger agreement. |
| Vote by telephone (1-800-690-6903) or the Internet (www.proxyvote.com). Please
have your enclosed proxy card in hand when voting, and follow the easy
instructions. |
| Vote by mail. Mark, sign, date and return your enclosed proxy card in the
postage-paid envelope provided. |
| You may vote in person at a special meeting of stockholders of JHF. (See proxy
statement/prospectus previously sent to you.) |
| Failure to vote will have the same effect as a vote against the merger. |
| Please Vote Today!
PLEASE READ THE PROXY STATEMENT/PROSPECTUS THAT HAS BEEN PREVIOUSLY MAILED TO
JOHN HANCOCK STOCKHOLDERS. IT CONTAINS IMPORTANT INFORMATION. THIS BROCHURE IS
NOT A SUBSTITUTE FOR THE PROXY STATEMENT/PROSPECTUS. |
| Forward-Looking Statements
The statements, analyses, and other information contained herein relating to
the proposed merger and anticipated synergies, savings and financial and
operating performance, including estimates of growth, trends in each of
Manulife Financial Corporation’s and John Hancock Financial Services, Inc.’s
operations and financial results, the markets for Manulife Financial’s and John
Hancock’s products, the future development of Manulife Financial’s and John
Hancock’s business, and the contingencies and uncertainties to which Manulife
Financial and John Hancock may be subject, as well as other statements
including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,”
“intend,” “will,” “should,” “may,” and other similar expressions, are
“forward-looking statements” under the Private Securities Litigation Reform Act
of 1995. Such statements are made based upon management’s current expectations
and beliefs concerning future events and their potential effects on the
company.
Future events and their effects on Manulife Financial and John Hancock may
not be those anticipated by management. Actual results may differ materially
from the results anticipated in these forward-looking statements. For a
discussion of factors that could cause or contribute to such material
differences, investors are directed to the risks and uncertainties discussed in
Manulife Financial’s most recent Annual Report on Form 40-F for the year ended
December 31, 2002, John Hancock’s most recent Annual Report on Form 10-K for
the year ended December 31, 2002 and John Hancock’s quarterly reports on Form
10-Q and other documents filed by Manulife Financial and John Hancock with the
Securities and Exchange Commission (“SEC”). These risks and uncertainties
include, without limitation, the following: changes in general economic
conditions; the performance of financial markets and interest rates; customer
responsiveness to existing and new products and distribution channels;
competitive and business factors; new tax or other government regulation;
losses relating to our investment portfolio; volatility in net income due to
regulatory changes in accounting rules, including changes to United States
generally accepted accounting principles, Canadian generally accepted
accounting principles and statutory accounting; the ability to achieve the cost
savings and synergies contemplated by the proposed merger; the effect of
regulatory conditions, if any, imposed by regulatory agencies; the reaction of
John Hancock’s and Manulife Financial’s customers and policyholders to the
transaction; the ability to promptly and effectively integrate the businesses
of John Hancock and Manulife Financial; diversion of management time on
merger-related issues; and increased exposure to exchange rate fluctuations.
Neither Manulife Financial Corporation nor John Hancock Financial
Services, Inc. undertakes and each specifically disclaims, any obligation to
update or revise any forward-looking information, whether as a result of new
information, future developments or otherwise.
John Hancock Financial Services, Inc. Boston, Massachusetts 02117 |
| An Equal Opportunity Employer
©2004 John Hancock Financial Services, Inc. and affiliated companies |