Clarica Life Insurance Co. has filed an information circular which sheds light on its proposed merger with Sun Life Financial Services of Canada Ltd.

Clarica reveals that as early as October 1999, the Strategic Planning Committee of its board of directors began considering the impact of anticipated legislative changes in the ownership regime for insurers.

In November 1999, Clarica retained Goldman Sachs as its financial advisor.

The committee met numerous times in 2000 and 2001. In early 2001, Davies Ward Phillips & Vineberg LLP was retained as Clarica’s legal counsel and TD Securities was also retained as a financial advisor.

During the course of 2001, Clarica was approached by, and had conversations with, several financial institutions, including Sun Life, concerning the timing of parliamentary enactment of the proposed legislative changes, the impact of these changes and the possibility of pursuing business combinations or strategic alliances.

In late August, Sun Life’s chairman and CEO Donald Stewart approached Clarica’s Bob Astley to inquire whether Clarica would be receptive to a form of strategic alliance with Sun Life that would see Sun Life acquire a significant minority interest in Clarica. These discussions did not proceed and Astley indicated that Clarica viewed such discussions with Sun Life as premature.

In late October, Stewart again approached Astley concerning a possible strategic alliance with Sun Life. They had several discussions and ultimately agreed that a deal involving the acquisition by Sun Life was preferable. On November 6, they entered into a confidentiality agreement.

On December 3, representatives of Sun Life and its advisor Merrill Lynch met with Goldman Sachs to discuss a price. On December 7, Clarica’s board held a meeting to discuss the status of negotiations. Further discussions were held over the weekend of December 8-9. On December 10, they agreed on a deal.

Astley met with the Deputy Minister of Finance on December 13, to advise him of the possibility of a deal. Clarica’s board met on December 13, and they met with OSFI on the 14th. On December 16, Astley presented the proposed deal to the board, and it was unanimously approved.

Shareholders will get their chance to vote on the deal on March 6. Clarica began mailing an information proxy circular and notice of a special meeting to shareholders and voting policyholders today.

A copy of the proxy circular and notice of meeting are posted on Clarica’s Web site at clarica.com. The proxy circular contains details about the transaction and describes the strategic rationale for combining the two companies.

“I am very pleased with the support for the transaction that has been expressed to date,” said Donald Stewart, chairman and CEO, Sun Life Financial. “Combining the operations of our companies will create greater benefits for all of our stakeholders, while enhancing our ability to grow at home and expand internationally in an industry marked by increased consolidation and competition.”