Sun Life Financial (SLF) to acquire Dialogue

Today, Sun Life Financial Inc. (NYSE: SLF) is announcing it has entered into an agreement (the "Arrangement Agreement") to indirectly acquire all of the outstanding common shares ("Common Shares") of Dialogue Health Technologies Inc. (other than certain Common Shares currently owned by Sun Life's affiliates and members of Dialogue executive management), Canada's leading integrated health platform, for $5.15 per Common Share (the "Transaction"). The total equity value of Dialogue is $365 million on a fully diluted basis (or $277 million for equity not currently owned by Sun Life or rolled by certain members of Dialogue's executive management). Dialogue's executive management will maintain a minority interest in Dialogue following closing.

Nearly 50 per cent of Canadians say they can't schedule a same-day or next-day doctor's appointment¹. From skin conditions to mental health issues, virtual care is bridging the gap for those needing to quickly connect with a healthcare professional. The Transaction builds on Sun Life's existing partnership with and prior investments in Dialogue, solidifying both organizations' commitment to empowering Canadians to live their healthiest lives.

"Together we will empower Canadians with access to the care they need from the convenience of their home," said Jacques Goulet, President, Sun Life Canada. "We have seen the positive impact Dialogue has had on the lives of Canadians, as well as the role it plays in our broader health ecosystem. Using Dialogue's platform for appropriate health concerns can help reduce the strain on our healthcare system. We are proud to be investing in a Canadian company, headquartered in Montréal, that has tremendous health expertise and incredible growth potential."

Dialogue offers affordable, on-demand access to quality care. Providing service to companies in Canada and internationally, nearly 2.8 million members across 50,000 organizations have access to Dialogue's healthcare team. Their robust suite of virtual healthcare and well-being services, available 24/7 include:

• Physical Health – convenient access to a multidisciplinary medical team to help treat non-urgent health concerns.
• Mental Health+ – access to a multidisciplinary team of psychologists, psychotherapists, social workers, physicians, nurses, and health specialists to address a variety of mental health and wellness or lifestyle concerns. This includes self-led internet-based cognitive behavioural therapy (iCBT) and practitioner-led therapy.
• Employee Assistance Program (EAP) – access to service providers across multiple disciplines, including mental health, family and relationships, child and elder care service, work and career, legal and financial support, and manager coaching and referrals.
• Wellness – personalized wellness and fitness resources to support all stages of a person's health and wellness journey.

"We have a strong relationship with Sun Life and our company values are closely aligned. We both care deeply about health and well-being and want to improve access to safe and quality care for everyone. As a company backed by Sun Life, Dialogue will have the resources and flexibility to continue to deliver on its mission by leveraging the respective strengths of both organizations, and we look forward to introducing more innovative digital solutions to empower people on their health journey," said Cherif Habib, Chief Executive Officer, Dialogue. "This is an exciting new chapter as we look to grow together and shape the future of healthcare in Canada and other markets."

In March 2020 Sun Life rolled out Dialogue's services to its Group Benefits Clients under the name Lumino Health Virtual Care. Most recently, Dialogue announced it had reached an agreement with Sun Life U.S. to offer their platform and services to some of Sun Life's Clients in the U.S., marking Dialogue's entry to the U.S. market. Today's announcement builds on Sun Life's sustainability efforts, empowering Clients to proactively manage their health, no matter where they are on their health journey.

"We're constantly looking at new and creative ways to empower Canadians throughout their health journeys. Digital health solutions including the services offered by Dialogue have become an important part of the health ecosystem, reducing demand on public care," said Dave Jones, President, Sun Life Health. "We believe providing Canadians with access to health and wellness tools will create healthier, thriving communities."

Dialogue will maintain its head office in Montréal, Québec and operate as a standalone entity of Sun Life Canada. They will continue to provide a premium service to all their customers and distribution partners, each of which will continue to have access to Dialogue's services and capabilities, and will benefit from the combined strengths of both organizations. The Transaction will be financed with cash and is expected to close in 2023, subject to the satisfaction of customary closing conditions.

RBC Capital Markets acted as financial advisor to Sun Life for this Transaction and Torys LLP served as legal counsel to Sun Life.

Details of the Transaction
Dialogue's Board of Directors (the "Board"), (excluding any director not entitled to vote), unanimously approved the Transaction following a unanimous recommendation of a special committee of independent directors (the "Special Committee") of the Board. Both the Special Committee and the Board determined that the Transaction is in the best interests of Dialogue and is fair to the shareholders of Dialogue (other than Sun Life and certain members of Dialogue executive management). 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 shareholders (the "Special Meeting"). In addition to court and shareholder approval, the Transaction is subject to approval under the Competition Act (Canada), and other customary closing conditions for transactions of this nature. Subject to satisfaction of these closing conditions, the Transaction is expected to close in 2023.

The directors and certain members of Dialogue executive management, owning in aggregate approximately 8.7% of the Common Shares and Portag3 Ventures LP, 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. 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 3% interest with Sun Life owning the remaining 97%.

Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by Dialogue under its profile at www.sedar.com. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction and the reasons for the recommendations made by the Special Committee and the Board will be provided in Dialogue's management information circular for the Special Meeting, which will also be filed by Dialogue under its profile at www.sedar.com.

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