Acquisition

Sun Life Fin.Services of Canada Inc 3 May 2001 SUN LIFE FINANCIAL TO ACQUIRE KEYPORT LIFE AND INDEPENDENT FINANCIAL MARKETING GROUP FROM LIBERTY FINANCIAL FOR US$1.7 BILLION (TORONTO, ONTARIO and WELLESLEY HILLS, MA) - May 3, 2001 - Sun Life Financial Services of Canada Inc. (NYSE, TSE: 'SLC') announced that it has signed a definitive agreement with Liberty Financial Companies, Inc. to acquire both Keyport Life Insurance Company ('Keyport') and Independent Financial Marketing Group ('IFMG') for a total of US$1.7 billion (Cdn$2.6 billion). The acquisition, which is subject to approvals by U.S. and Canadian regulators as well as Liberty Financial's shareholders, is expected to close in the third quarter. Keyport is a Boston-based provider of fixed and variable annuities with world-class annuity expertise and innovative products which complement both Sun Life Financial's product array and distribution capabilities. With approximately 300,000 outstanding annuity contracts, Keyport has US$19.0 billion (Cdn$29.5 billion) in assets under management and generated total annuity sales of US$2.7 billion (Cdn$4.2 billion) in 2000. Keyport's variable annuity sales or US$718 million (Cdn$1.1 billion) will bring Sun Life Financial's pro forma variable annuity sales to US$4.6 billion (Cdn$7.0 billion) and position the combined business as the tenth largest competitor in the U.S. variable annuity business. Sun Life Financial will also acquire IFMG, a leader in the marketing of annuities and mutual funds to small and midsize banks. Based in Purchase, New York, IFMG provides more than 50 banks across the United States with marketing services to distribute these wealth management products. IFMG was ranked first in the sale of fixed and variable annuities through banks in 1998 and 1999 by The Kehrer Report, and had sales of US$33.33 billion (Cdn$5.0 billion) in 2000. 'This acquisition advances Sun Life Financial toward our strategic goal of reaching a top 10 position in target product markets in North America,' said Donald A. Stewart, Chairman and Chief Executive Officer, Sun Life Financial. 'Our mutual fund subsidiary, MFS Investment Management Inc., is already a top 10 player in the U.S. mutual fund industry. With the completion of this transaction, Sun Life Financial will move into the ranks of the top 10 competitors in the U.S. variable annuity market as well. Our enhanced position in fixed and indexed annuities in the U.S. will also leave us well positioned to become a top 10 participant in those markets.' 'The combination of Sun Life Financial's strong variable annuity franchise in the U.S. with Keyport's impressive fixed annuity business creates a wealth-management powerhouse positioned to meet the full array of client needs from asset accumulation through retirement and estate planning,' said James A. McNulty, Executive VicePresident, U.S.Operations, Sun Life Financial. 'IFMG provides us with enhanced distribution power, positioning us solidly with an impressive number of well-regarded U.S. banks., as well as providing a natural complement to our existing distribution system which emphasizes brokers and financial planners.' Sun Life financial will finance the purchase price through a combination of existing cash resources and external financing, which may include as much as Cdn$500 million in equity. Excluding a one-time charge of US$65 million (Cdn$100 million) to be taken at closing, the acquisition is expected to be immediately accretive to earnings per share (EPS) with an increase of 15 to 20 cents (Cdn) in 2002. The acquisition also represents a material step towards Sun Life Financial's goal of achieving a 15 per cent return on equity (ROE) and is expected to add more than a full percentage point to ROE by 2003. Sun Life Financial is a leading international financial services organization providing a diverse range of wealth accumulation and protection products and services to individuals and corporate customers. Tracing its roots back to 1871, Sun Life Financial and its partners today have operations in key markets worldwide, including Canada, the United States, the United Kingdom, Hong Kong, the Philippines, Japan, Indonesia, India, and Bermuda. As of March 31, 2001 the Sun Life Financial group of companies has total assets under management of US$201 billion (Cdn$316 billion). Sun Life Financial Services of Canada Inc. trades on the Toronto (TSE), New York (NYSE) and Philippine (PSE) stock exchanges under ticker symbol 'SLC', and on the London Stock Exchange under Ticker symbol 'SFC'. This press release contains forward looking statements with respect to the company, including its business operations and strategy and financial performance and condition. Although management believes that the expectations reflected in such forward looking statements are reasonable, such statements involve risks and uncertainties. Actual results may differ materially from those expressed or implied by such forward looking statements. Factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, including interest rates, business competition, changes in government regulations or in tax laws and other factors discussed in materials filed with applicable securities regulatory authorities from time to time. Media Contacts: Corporate Office: U.S. Office: John Vincic Jeff Landis (416) 979-6070 (781) 446-1955 Investor Contact: Thomas R. Rice (416) 204-8163
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