Dialogue in its acquisition by Sun Life Financial

On July 26, 2023, Dialogue Technologies announced that it entered into a definitive arrangement agreement, pursuant to which Sun Life Financial will indirectly acquire all of the issued and outstanding Common Shares of Dialogue, other than those owned by Sun Life and certain Common Shares owned by members of Dialogue management for $5.15 in cash per Common Share. The consideration implies an equity value for Dialogue of approximately $365 million, as calculated on a fully diluted basis.

Dialogue Technologies is a leading virtual care platform offering integrated health care services for employers to keep their employees happy, healthy, and performing at their highest potential. A full range of health professionals (nurses, physicians, and health practitioners) are available on the platform at the click of a button via mobile phone or computer to help employees optimize their work-life balance.

Sun Life is a leading international financial services organization providing asset management, wealth, insurance and health solutions to individual and institutional clients.

The transaction is not subject to any financing condition and is expected to close in the fourth quarter of 2023, subject to obtaining the required shareholder, court and regulatory approvals, and the satisfaction of other customary closing conditions.

Osler, Hoskin & Harcourt LLP advised Dialogue with a team consisting of Shahir Guindi, François Paradis, Jeremy Brisset, Marisa Corona, Issa Ammari and Daniel Stysis (Corporate/Securities), Alain Fournier (Tax), Lawrence Ritchie (Litigation), Susan Newell (Health Regulatory), Joanna Fine and Gemma Devir (Privacy), Nathaniel Lipkus and Kenza Salah (IP), Alan Kenigsberg (International Trade and Investment), Julien Ranger-Musiol (Employment) and Shuli Rodal and Reba Nauth (Competition).