Investors Group Inc. announces IPC transaction

IPC will be operated as a separate entity and will be managed by its current leadership team. IPC Chief Executive Officer Steve Meehan and President Chris Reynolds will each exchange 72.5% of the IPC common shares owned or controlled by them for common shares of IPC Holdco, the company which will own and operate the business of IPC following the transaction. They will exchange the balance of their holdings for common shares of Investors Group Inc. Shareholders of IPC who are also financial advisors, and other members of IPC management, will be entitled to elect to receive IPC Holdco common shares for IPC common shares that they hold, subject to pro-ration if such elections result in financial advisors and other management owning more than 14.5% of IPC Holdco. Exchanges of IPC shares for IPC Holdco shares will be made on a share for share basis, based upon a value of $1.95 per share.

Upon closing, approximate ownership of IPC Holdco will be between 70 and 85% by Investors Group Inc., 7.8% by each of Messrs. Meehan and Reynolds, and up to 14.5% by IPC financial advisors and other management members, depending upon shareholder elections. On closing, Investors Group Inc. will have $88 to $106 million invested in the equity of IPC Holdco.

Founded by Messrs. Meehan and Reynolds in 1996, IPC is the 5th largest financial planning organization in Canada with $7.1 billion of client assets under administration and $1.2 billion of mutual fund assets under management. It serves the financial needs of Canadians through over 600 financial advisors.

Investors Group Inc. is one of Canada's premier personal financial services companies, and the country's largest manager and distributor of mutual funds and other managed asset products. Its activities are carried out principally through the Investors Group consultant network and through Mackenzie Financial. It has $76.5 billion of mutual funds under management.

"IPC provides our company with an expanded presence in the financial planning market and is consistent with our strategy of owning leading businesses within the advice segment of the Canadian financial services industry," said R. Jeffrey Orr, President and Chief Executive Officer of Investors Group Inc." IPC is an excellent organization with a strong culture and vision. IPC and its management will continue the pursuit of their strategy of building a leading financial planning company."

In addition to revenue enhancements and the opportunity for growth within IPC, Investors Group Inc. expects to leverage its own scale, and that of the Power Financial group, in various areas including back office services, information technology, and supplier management, to make IPC even more effective. Investors Group Inc. has demonstrated through the Mackenzie transaction that it understands the uniqueness and value of different business models and that it respects the differences while also being able to achieve benefits for financial advisors and their clients, and build value for shareholders.

"We are looking forward to continuing to build upon IPC's success, and are confident that our relationship with Investors Group Inc. and the other members of the Power Financial group will strengthen our business and benefit our clients," said Steve Meehan, Chief Executive Officer of IPC. "In addition to the clear financial merits of this deal for our shareholders, IPC will be able to further strengthen its commitment to its financial advisors and continue to develop as a separate and distinct organization," said IPC's President Chris Reynolds.

Following closing, Investors Group Inc. will replace existing financing arrangements of IPC and provide working capital to finance its ongoing growth. In this regard, it will purchase a $48.75 million convertible debenture of IPC Holdco.

The board of directors of IPC has unanimously approved the transaction and has agreed to recommend that shareholders vote in favour of the transaction. The board of directors of IPC has received an opinion from Scotia Capital Inc. that the consideration offered to public shareholders of IPC pursuant to the transaction is fair, from a financial point of view, to those shareholders.

ING Canada Inc., Almasa Capital Inc., Lawrence & Company Inc., Stephen Meehan and Chris Reynolds, collectively owning or controlling 54 % of IPC's outstanding shares, have entered into agreements with Investors Group Inc. pursuant to which they have irrevocably agreed to support the transaction and vote all of the IPC shares owned or controlled by them in favour of the transaction. In addition, IPC and these shareholders have agreed that Investors Group Inc. may, under certain circumstances, effect the acquisition of IPC shares by way of a take-over bid. IPC has agreed, among other things, not to solicit, initiate, knowingly encourage or facilitate other offers for the company and to pay a "break fee" of $5.0 million under certain circumstances should the proposed transaction not be completed.

The proposed transaction is subject to the approval of IPC shareholders voting at a special meeting of shareholders, including a separate favourable vote of a majority of the minority IPC shareholders, being all IPC shareholders excluding Messrs. Meehan and Reynolds and senior management of IPC. The transaction is also subject to the satisfaction of a number of conditions and the receipt of regulatory approvals and court approval. An information circular containing further details of the proposed plan of arrangement is expected to be mailed by IPC to shareholders in March 2004.

Subject to regulatory and shareholder approval, the transaction is expected to be completed in May 2004.

Media Note: A live webcast of the Investors Group Inc. Analyst conference call will be held today, Wednesday, February 25, 2004, at 8:30 A.M. (ET) at www.investorsgroup.com . Media and interested parties may alternatively choose to listen to today's live analyst teleconference call by dialing (877) 461-2816 or (416) 695-5261 . An archived version of the webcast will also be available on Investors Group's web-site.

Investors Group Inc. is one of Canada's premier personal financial services companies and the country's largest manager and distributor of mutual funds and other managed asset products. With over 2.6-million clients and $76.5 billion of mutual funds under management, Investors Group Inc. is an acknowledged leader in a growing industry. The Company's two operating units, Investors Group and Mackenzie Financial Corporation, offer their own distinctive products and services through separate advice channels encompassing over 40,000 financial consultants, independent financial planners and full service brokers. Investors Group Inc. is a member of the Power Financial group of companies, and its shares are listed on the Toronto Stock Exchange.

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