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| oO na FILED : MAY - 3 2004 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA sore err ca See IGT tout ) UNITED STATES OF AMERICA. ) Department of Justice, Antitrust Division ) 1401 H Street, NW ) ; Suite 4000 ) ' Washington, DC 20530 d . * cASE NUMBER 1:04CVOq122 Plaintiff, JUDGE: Reggie B. Walton ve ‘ pReK TYPE: Antitrust! MP: 05/03/2004 MANULIFE FINANCIAL CORPORATION) PATE 4! 200 Bloor St. East Race ii sae senae ae Torvnly, Outaiv M4W 1E5, Canada it ) Defendant. ) ' Bae fea COMPLAINT. i I ‘The United States of America, by its attorneys, acting under the direction of the Attorney General of the United States, brings this civil antitrust action to obtain civil penalties from the L. Manulife, a leading Canadian-based insurance and financial services gloup, failed to camply with the notice and waiting requirements of the Hart-Scott-Rodino Act, mare making Defendant Manulife Financial Corporation (“Manulife”), alleging as follows: I. NATURE OF THE ACTION certain acquisitions of stock issued by its competitor John Hancock Financial aa! Ihe, (John Hancock”), a leading U.S.-based insurer and financial services compzny, and is liable for acivil penalty. eS © oO | I. JURISDICTION AND VENUE 2. The United States files this Complaint and institutes these proceedings ynder Section 7A of the Clayton Act, 15 U.S.C. § 18a, commonly known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act” or “the Act”), to recover civil penalties for violations by the Defendant of the Act. ‘This Court has jurisdiction over the Defendant and over the subject majter of this action pursuant to 15 U.S.C. § 18a(g) and 28 U.S.C. $$ 1331, 1337, 1345 and 1355. 4. Venue is proper in this judicial district by virtue of Defendant's consent, in the Stipulation relating hereto, to the maintenance of this action and entry of the Final Judgment in this district. : IM. THE DEFENDANT 5. Manulife is, and was at all times relevant to this Complaint, a corporation organized and existing under the laws of Canada, with its principal executive offices in Toronto, Ontario, Canada. The company sells insurance and investment products in the United States through its Manulife USA division. 6. Atall times relevant to this Complaint, Manulife had total assets in exgess of $100 million. 7. Avall times relevant to this Complaint, Manulife was engaged in commerce, or in activities affecting commerce, within the meaning of Section 1 of the Clayton Act, 19 U.S.C. § 12 and Section 7A(a)(1) of the Act, 15 U.S.C. § 18afa)(1). IV. NON-PARTY JOHN HANCOCK 8. Atal times relevant to this Complaint, John Hancock was a corporation organized under the laws of the State of Delaware, with its principal executive offices located in Boston, Massachusetts. 9. Atall times relevant to this Complaint, John Hancock had total asseis in excess of $100 million. 10. Atal times relevant to this Complaint, John Hancock was engaged in gommerce, or in activities affecting commerce, within the meaning of Section 1 of the Clayton A¢t, 15 U.S.C. § 12 and Section 7A(a)(1) of the Act, 15 U.S.C. § 18a(a)(1). Y. THE HART-SCOTT-RODI REQUIREM LL, ‘The HSK Act requires certain acquiring persons and certuin persons whose voting securities or assets are acquired to file notification with the Department of Justice and the Federal ‘Trade Commission (“federal antitrust agencies”) and to observe a waiting period before consummating certain acquisitions of voting securities or assets. 15 U.S.C. § 18a(a) dnd (b) “The notification and weiting period are intended o give the federal antitrust agencies prior notice of, and information about, proposed transactions. The waiting period also is intended to provide the federal antitrust agencies with an opportunity to investigate proposed transactions, and to determine whether to seek an injunction to prevent the consummation of transactions hat may violate the antitrust laws, 12. The HSR Act requires, inter alia, any person with total assets or anand net sales in excess of $100 million who, as a result of an acquisition, would hold an aggregate total i 7 i