The Imperial Life Assurance Company Of Canada Agrees To Sell Its Participation In Laurentian Capital Corporation

Business Wire, May 26, 1995

MONTREAL--(BUSINESS WIRE)--May 26, 1995--IMP.LIFE ASS.CO.OF CAN, DESJ.-LAUR. FIN. CORP. The Imperial Life Assurance Company of Canada ("Imperial Life") and Desjardins-Laurentian Financial Corporation ("DLFC") jointly announce that Laurentian Capital Corporation, a direct subsidiary of Imperial Life, and American Annuity Group, Inc. ("AAG"), headquartered in Cincinnati, have executed on May 25, 1995, a definitive agreement by which AAG will acquire all of the common stock of Laurentian Capital Corporation for an aggregate price of approximately $105.6 million U.S. in cash, and will also repay approximately $45 million U.S. of Laurentian Capital's long-term debt.

Imperial Life and its parent company, Desjardins-Laurentian Life Group ("DLLG") which beneficially own over 80 p.cent of the outstanding stock of Laurentian Capital, have granted to AAG an option to purchase the Laurentian Capital stock they own.

The acquisition is to be accomplished by means of a merger of a newly formed AAG subsidiary with Laurentian Capital. Completion of the acquisition is subject to certain conditions, including approval by the stockholders of Laurentian Capital and receipt of all necessary american and canadian regulatory approvals. It is anticipated that the transaction will be completed in the fourth quarter of 1995.

Laurentian Capital Corporation with assets of $1.0 billion U.S. and total life insurance in force in excess of $2.6 billion U.S. sells life and health insurance to the pre-need, financial institution and payroll deduction markets through its wholly- owned subsidiaries, Loyal American Life Insurance Company and Prairie States Life Insurance Company.

This transaction is in line with Imperial Life strategy to expand its insurance activities throughout Canada. In this regard, Imperial Life completed on April 25th, 1995, the sale of its participation in its U.K. subsidiary, Laurentian Financial Group plc.

Imperial Life, a major Canadian life insurance company, directly and through its subsidiaries, offers a range of life, health, and annuity products as well as mutual funds to individual and groups. Imperial Life was acquired in 1994 by DLFC and grouped with DLLG, a subsidiary of the Mouvement des caisses Desjardins, a $76.9 billion financial institution that ranks sixth in Canada.

CONTACT: Robert J. Ferguson

The Imperial Life Assurance Company of Canada

416/926-2850

or

Guy Rivard

Desjardins-Laurentian Financial Corporation, 514/281-7198