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Press release from CNW Group

Power Financial Corporation completes purchase of Great-West Lifeco Inc. subscription receipts

Tuesday, March 12, 2013

Power Financial Corporation completes purchase of Great-West Lifeco Inc. subscription receipts09:31 EDT Tuesday, March 12, 2013/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/Readers are referred to the section entitled "Forward-Looking Statements" at the end of this release.MONTREAL, March 12, 2013 /CNW Telbec/ - Power Financial Corporation (TSX: PWF) announced today that it has completed, through a wholly owned subsidiary, the purchase of 21,410,000 subscription receipts of its subsidiary, Great-West Lifeco Inc. (Lifeco), from treasury by way of private placement at a price of $25.70 per subscription receipt, representing $550,237,000 in total. The private placement was announced on February 19, 2013 in conjunction with the announcement by Lifeco of its acquisition of Irish Life Group Limited (Irish Life) and its $1.25 billion (48,660,000 subscription receipts) total issuance of subscription receipts by public offering and private placement to affiliates.Concurrently, IGM Financial Inc. (IGM), a subsidiary of Power Financial, purchased 1,950,000 subscription receipts of Lifeco (representing $50,115,000) by way of private placement on the same terms, and Lifeco completed its prospectus offering of 25,300,000 subscription receipts (representing $650,210,000) to the public.Each subscription receipt entitles the holder to receive one common share of Lifeco upon Lifeco's completion of the proposed acquisition of Irish Life. If Lifeco does not acquire Irish Life, each subscription receipt will be cancelled and Power Financial will receive the purchase price paid plus interest.Power Financial owns approximately 44% of the subscription receipts issued by Lifeco.As at March 1, 2013, Lifeco reported that it had 950,981,200 common shares outstanding. Power Financial owns, together with IGM, approximately 72.1% of the common shares of Lifeco representing approximately 65% of the votes attached to all voting securities of Lifeco.Upon conversion of all of the subscription receipts into Lifeco common shares, Power Financial will own, together with IGM, 709,305,452 common shares of Lifeco representing approximately 70.96% of Lifeco's then outstanding common shares. Power Financial and its subsidiaries would continue to own, in the aggregate, voting securities to which are attached approximately 65% of the votes attached to all voting securities of Lifeco.Power Financial holds the subscription receipts and Lifeco common shares for investment purposes and, in accordance with applicable securities laws, may increase or decrease its investment in Lifeco depending on market conditions and then relevant factors.Power Financial Corporation is a diversified management and holding company that has interests, directly or indirectly, in companies in the financial services sector in Canada, the United States and Europe. It also has substantial holdings in a diversified industrial group based in Europe. Power Financial Corporation is a member of the Power Corporation group of companies.Not for distribution to U.S. news wire services or dissemination in the United States.Forward-Looking StatementsCertain statements in this News Release, other than statements of historical fact, are forward-looking statements based on certain assumptions and reflect the Corporation's current expectations, or with respect to disclosure regarding the Corporation's public subsidiaries, reflect such subsidiaries' disclosed current expectations. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Corporation's financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management's current expectations and plans relating to the future and the reader is cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation and its subsidiaries, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "seeks", "intends", "targets", "projects", "forecasts" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the Corporation's and its subsidiaries' control, affect the operations, performance and results of the Corporation and its subsidiaries and their businesses, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, management of market liquidity and funding risks, changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates), the effect of applying future accounting changes, business competition, operational and reputational risks, technological change, changes in government regulation and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, the Corporation's and its subsidiaries' ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Corporation's and its subsidiaries' success in anticipating and managing the foregoing factors.The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including that the list of factors in the previous paragraph, collectively, are not expected to have a material impact on the Corporation and its subsidiaries. While the Corporation considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.Other than as specifically required by applicable Canadian law, the Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.Additional information about the risks and uncertainties of the Corporation's business and material factors or assumptions on which information contained in forward-looking statements is based is provided in its disclosure materials, including its most recent Management's Discussion and Analysis and Annual Information Form, filed with the securities regulatory authorities in Canada and available at www.sedar.com.SOURCE: POWER FINANCIAL CORPORATIONFor further information: Mr. Stéphane Lemay Vice-President, General Counsel and Secretary 514-286-7400