Manulife Financial announces assumption of Senior Unsecured Notes of John Hancock Financial Services, Inc. by The Manufacturers Investment Corporation

TORONTO, Dec. 31 /CNW/ - Manulife Financial Corporation ("MFC"), and its subsidiaries, The Manufacturers Investment Corporation ("MIC") and John Hancock Financial Services, Inc. ("JHFS"), jointly announced that, in connection with the merger of JHFS with and into MIC, the trust indenture governing JHFS' 6.822% Senior Unsecured Notes due May 31, 2011 and the trust indenture governing JHFS' 6.646% Senior Unsecured Notes due November 30, 2011 will be amended at the time of the merger. This release is being issued in accordance with undertakings previously given by MFC, MIC and JHFS. The merger is scheduled to occur at the end of the day on December 31, 2009.

Pursuant to the merger and the amendments, MIC will become liable in place of JHFS for the payment of all of the Notes and interest payments on the Notes. MIC's payment obligations under the MIC Notes will continue to be guaranteed by MFC on a senior basis.

For Canadian federal income tax purposes, holders will be considered to have disposed of their Notes for proceeds of disposition equal to the fair market value of the MIC Notes received on the merger of JHFS with and into MIC, determined at the time of the merger. For this purpose, the fair market value of the MIC Notes may be different than the principal amount of the MIC Notes.

RBC Dominion Securities Inc., Scotia Capital Inc. and BMO Nesbitt Burns Inc. have each prepared a calculation of the fair market value which includes accrued interest on the MIC Notes as of the close of trading today. The simple average of such fair market value is $1,074.1640 for each $1,000 principal amount in the case of the 6.822% MIC Notes, and $1,085.7346 for each $1,000 principal amount in the case of the 6.646% MIC Notes. The fair market value of the MIC Notes determined by these investment dealers is not binding on the Canada Revenue Agency.

     <<     About Manulife Financial     ------------------------     >> 

Manulife Financial is a Canadian-based financial services group serving millions of customers in 22 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 $437 billion (US$407 billion) as at September 30, 2009.

Manulife Financial Corporation trades as 'MFC' on the TSX, NYSE and PSE, and under '945' on the SEHK. Manulife Financial can be found on the Internet at www.manulife.com.