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____ Thursday September 10, 2015 ____



Sun Life Financial to Acquire U.S. Employee Benefits business of Assurant

Will add capabilities and scale to create a leader in U.S. group benefits and accelerate growth in U.S. strategic pillar

TORONTO - Sun Life Financial Inc. announced an agreement with Assurant, Inc. (Assurant) to acquire Assurant's Employee Benefits business for a net investment of US$975 million.1 The transaction will create the sixth largest group benefits business in the U.S., with the combined business having one of the broadest product portfolios in the industry.

"The acquisition of the Assurant Employee Benefits business is directly on strategy, accelerating the growth of our U.S. Group Benefits business and expanding the scope of our benefits business in North America," said Dean Connor, President and Chief Executive Officer of Sun Life Financial. "The transaction is another example of how we are deploying capital effectively across all four pillars of growth to create long-term value for shareholders of Sun Life Financial."

The transaction will add significant new capabilities to the Sun Life U.S. Group Benefits business, including a strong Dental business with the second largest proprietary provider network in the U.S. The transaction also includes a successful Group Life and Disability business, and adds strong Voluntary products and capabilities, Vision products and unique client technology. Also included is the Disability RMS business, which is the leader in partnering with other insurers to offer Disability products.2

The transaction will significantly increase the size and scale of the Sun Life U.S. Group Benefits business, growing business in-force by more than 50% to approximately US$4 billion3, strengthening the company's partnerships with brokers and private exchanges and supporting investments in technology and distribution.

"This combination will enable us to offer one of the broadest arrays of employee benefits products in the market to our customers. Our portfolio will include leading capabilities in the Group Life and Disability, Dental and Vision, Stop Loss and Voluntary categories. Our increased size will also support future investments as we continue to grow our U.S. business." said Dan Fishbein, MD, President of Sun Life Financial U.S. "We're bringing together some of the top talent and capabilities in the industry."

Upon closing, Sun Life Financial U.S. will provide protection through approximately 64,000 employers in small, medium and large workplaces. The combined U.S. Group Benefits business will operate in multiple sites, including Sun Life Financial's U.S. headquarters in Wellesley, Massachusetts and Assurant Employee Benefits' main office in Kansas City, Missouri.

"The employee benefits business is well-positioned to succeed as a valuable asset to Sun Life Financial as they strengthen their position as a leader in group insurance and voluntary benefits in the United States. We will work closely with the Sun Life team to ensure a smooth and orderly transition for our brokers, customers and employees," said Alan B. Colberg, President and Chief Executive Officer of Assurant, Inc.

"Assurant Employee Benefits' success has been driven by their talented employees, and we look forward to welcoming them to the Sun Life team," said Fishbein. "This transaction will allow us to grow profitably and bring value to our customers, partners, distributors, employees and the communities we serve. It will be business as usual until the close of the transaction, and we will work closely with Assurant Employee Benefits to ensure the smoothest possible transition for employees and seamless service for customers."

The acquisition will be effected through reinsurance agreements, asset transfers and the direct purchase of certain legal entities. Excluding transaction and integration costs, the acquisition is expected to be immediately accretive, adding $0.08 per share to earnings and 30 basis points to Sun Life Financial Inc.'s return on equity on an annualized basis for 2016 and an estimated $0.17 per share to earnings in 20194. The transaction is expected to close by the end of Q1 2016, subject to regulatory approvals and customary closing conditions. The acquisition will be financed using a combination of cash and subordinated debt issued by Sun Life Financial Inc. Sun Life Assurance Company of Canada expects to maintain a strong capital position at close, which includes an estimated net reduction in its Minimum Continuing Capital and Surplus Requirements ratio for Sun Life Assurance Company of Canada of 3 points as a result of this transaction.

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