Sun Life Financial Inc. (TSX:SLF) entered into an agreement to acquire a 74.8% stake in Dialogue Health Technologies Inc. (TSX:CARE) from a group of shareholders for approximately CAD 270 million on July 25, 2023. SLF to pay CAD 5.15 per common share to CARE shareholders. Dialogue?s executive management will maintain a minority interest in Dialogue following closing. Dialogue will maintain its head office in Montréal, Québec and operate as a standalone entity of Sun Life Canada. Certain members of Dialogue executive management have also agreed to roll a portion of their equity in Dialogue and will remain as Dialogue shareholders, owning an approximate 2.6% interest with Sun Life owning the remaining 97%. Sun Life, through its wholly-owned subsidiary, Sun Life Assurance Company of Canada (?SLA?), currently owns 15,211,571 Common Shares, representing 22.6% of the issued and outstanding Common Shares. Following completion of the Transaction, Sun Life will beneficially own, directly or indirectly, approximately 97% of the issued and outstanding Common Shares. Upon closing of the Transaction, Sun Life intends to cause the Common Shares to be delisted from the TSX. A termination fee of CAD 12 million will be payable by Dialogue to Sun Life in certain circumstances.

Dialogue?s Board of Directors unanimously approved the Transaction following a unanimous recommendation of a special committee of independent directors of the Board. The Transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act, which is subject to court approval, and which will also require the approval of (i) 66 2/3% of the votes cast by Dialogue shareholders and (ii) a majority of the votes cast by Dialogue shareholders other than Sun Life and its affiliates and certain members of Dialogue executive management, in each case, at a special meeting of Dialogue shareholder. The transaction is also subject to approval under the Competition Act (Canada), regulatory approvals and other customary closing conditions for transactions of this nature. The directors and certain members of Dialogue executive management, owning in aggregate approximately 8.7% of the Common Shares and Portag3 Ventures I, Portag3 Ventures II Investments LP, and WSC IV LP, owning in aggregate approximately 21.0%, have entered into customary support and voting agreements to vote in favour of the Transaction. The Transaction will be financed with cash and is expected to close in 2023, subject to the satisfaction of customary closing conditions. As of September 19, 2023, shareholders of the Dialogue Health Technologies Inc. have approved the plan of arrangement previously announced on July 26, 2023 (the ?Arrangement?), pursuant to which Sun Life Financial Inc. ( ?Sun Life?) will indirectly acquire all of the issued and outstanding common shares of the Company (the ?Common Shares?), other than those owned by Sun Life Assurance Company of Canada (?SLA?) and certain Common Shares owned by members of Dialogue management (the ?Rolling Shareholders?), for $5.15 in cash per Common Share. The Company will seek a final order approving the Arrangement from the Superior Court of Québec on September 22, 2023. Closing of the Arrangement remains subject to certain customary closing conditions, including court and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement in October 2023.

RBC Capital Markets acted as financial advisor to Sun Life for this Transaction and Rima Ramchandani of Torys LLP served as legal counsel to Sun Life. The Strategic Committee and the Board received fairness opinions from each of National Bank Financial Inc. and Scotia Capital Inc. National Bank Financial Inc. and Scotia Capital Inc. acted as financial advisors to the Strategic Committee. Shahir Guindi and François Paradis of Osler, Hoskin & Harcourt LLP is acting as legal advisor to Dialogue. Stikeman Elliott LLP is acting as legal advisor to the Rolling Shareholders. RBC Dominion Securities Inc. acted as a financial advisor to Sun Life Financial Inc.

Sun Life Financial Inc. (TSX:SLF) completed the acquisition of a 74.8% stake in Dialogue Health Technologies Inc. (TSX:CARE) from a group of shareholders on October 3, 2023.