In its Directors’ Circular mailed today, Canada Life Financial Corp. is calling for shareholders to reject Manulife Financial Corp.’s $6.3 billion unsolicited offer to acquire the outstanding common shares of Canada Life.

The circular includes the unanimous conclusion of the company’s board that the offer is inadequate and recommendation of the board that shareholders reject the offer and not tender their shares. Both BMO Nesbitt Burns and Credit Suisse First Boston, have provided the board with opinions that the offer is inadequate.

“The circular details all the reasons behind the board’s unanimous conclusion that the offer is inadequate and that acceptance is not in the best interests of shareholders,” said David Nield, chairman and CEO of Canada Life, in a news release. “Prominent among the reasons is the opinion of the board that the offer fails to reflect the value of Canada Life shares.”

The circular argues that the Manulife offer does not reflect the value of Canada Life shares because the offer is priced at valuation multiples substantially below those derived from comparable transactions, and it does not reflect the unique value and growth prospects of Canada Life. Canada Life also says the timing of the offer is unfair because the trading price of a Canada Life share relative to the trading price of a Manulife share was almost at an historic low and that Manulife can afford to pay more.

Canada Life’s board, through its Special Committee and advisors is actively considering alternatives to the Manulife offer. Among other initiatives, the company has established data rooms for the purpose of providing confidential information to third parties.

In a news release, Manulife said its $40 per share offer is the best choice for Canada Life shareholders.

“We understand that the Canada Life Board wants to fulfill its fiduciary responsibility, but the reality for Canada Life shareholders is that the Manulife offer is the only offer on the table,” said Dominic D’Alessandro, president and CEO of Manulife.