Sun Life Financial has told shareholders not to sell to Ocehan LLC and has pointed them to their advisors, after the unsolicited bidder offered to buy up to 100,000 Sun Life common shares at about 25% below market.
It is the second such offer from Ocehan this year and the latest in a run of below-market bids for the shares of Canada’s largest life insurers.
The offer price is 24.97% below Sun Life’s closing price on the Toronto Stock Exchange and 24.93% below its New York Stock Exchange close on August 27, the last trading day before the offer began. Sun Life said it has no connection to Ocehan, does not recommend the offer, and that shareholders are under no obligation to sell. According to Ocehan’s offer documents, shareholders who have already tendered can withdraw within 21 days. Sun Life’s notice did not say when the offer expires.
Sun Life asks shareholders to review Ocehan’s offer documents and talk to their Sun Life advisor or investment advisor about their options. Shareholders in Canada without an advisor are directed to Sun Life’s find-an-advisor page. The company issued a near-identical warning on July 3, when Ocehan sought the same number of shares at a similar discount.
Ocehan has made the same kind of offer for Sun Life’s largest rivals. In December 2025, Manulife cautioned investors about an Ocehan offer for up to 50,000 of its shares at $35.80 each, less than 0.003% of shares outstanding. The price was about 24.88% below Manulife’s TSX close and 24.67% below its NYSE close on November 19, the last trading day before the offer began. By December 19 the discount to market had widened to about 28%. Manulife issued a similar warning about an earlier Ocehan bid at $34.20 a share. Ocehan also made a mini-tender offer for up to 50,000 iA Financial shares in April, and Great-West Lifeco has received Ocehan offers. The bidder has targeted non-financial companies too, including Restaurant Brands International and Nutrien.
Other bidders use the same approach. In April 2025, Manulife warned of an offer from New York Stock and Bond LLC for up to 250,000 shares at about 35% below the TSX and NYSE closing prices before that offer began. By the time Manulife issued its warning, the discount to the market price had widened to about 42%. In 2024, Great-West Lifeco warned Irish investors about a mini-tender from a different bidder, Okello Ltd.
Mini-tender offers seek less than 5% of a company’s outstanding shares, which keeps them below the threshold for formal takeover bid rules. As a result, they avoid the disclosure and procedural requirements that apply to most bids in Canada and the US.
The US Securities and Exchange Commission’s investor guidance says bidders set below-market prices in the hope that investors fail to compare the offer with the current share price. The Canadian Securities Administrators have published staff guidance on mini-tenders setting out their concerns.
The offers are small relative to each company’s share count, so they pose no threat to control. The risk falls on individual shareholders who accept them. Widely held Canadian insurers with large retail and international shareholder bases offer bidders plenty of holders who may not track the share price closely.
Clients who hold Sun Life, Manulife or Great-West Lifeco shares may receive these documents by mail with little explanation, and the offers can look like routine corporate correspondence. Tendering at a 25% discount means accepting well below the market price, and shareholders who have already tendered can pull back within the 21-day window.
