MetLife, Inc. (NYSE: MET) announced today that, based on preliminary
results, the previously announced offer to its stockholders to exchange
all or some of their shares of MetLife common stock for 29,243,539
shares of class B common stock of Reinsurance Group of America,
Incorporated (NYSE: RGA.B) was oversubscribed. The exchange offer was
made in connection with the companies’ June 2,
2008 announcement of MetLife’s intent to
split-off substantially all of its 52% interest in RGA. The exchange
offer expired at 12:00 midnight (ET) at the end of the day on Thursday,
September 11, 2008.
Based on a preliminary count by the exchange agent, BNY Mellon
Shareowner Services, 253,284,912 shares of MetLife common stock were
tendered for exchange, including 138,949,602 shares that were tendered
by notice of guaranteed delivery. Because the exchange offer was
oversubscribed, MetLife will accept only a portion of the total number
of shares of MetLife common stock that were validly tendered and
delivered by MetLife stockholders, on a pro rata basis in proportion to
the total number of shares tendered by such stockholder. MetLife will
accept for exchange 23,093,689 shares of MetLife common stock in
exchange for the 29,243,539 shares of class B common stock of RGA. In
accordance with the terms of the exchange offer, MetLife stockholders
who owned less than 100 shares of MetLife common stock, or an “odd-lot,”
who have validly tendered and delivered all of their MetLife shares will
not be subject to proration if they elected for such treatment in the
exchange offer.
Based on the preliminary results, if all shares tendered by notice of
guaranteed delivery are delivered under the terms of the exchange offer,
it is estimated that approximately 8.6% of the tendered MetLife common
stock will be accepted for exchange. This estimated preliminary
proration factor is subject to change. MetLife expects to announce the
final results of the exchange offer, including the final proration
factor, on or before Wednesday, September 17, 2008.
Shares of RGA class B common stock (issued in book entry form) and
shares of MetLife common stock tendered but not accepted for exchange
will be credited to accounts of tendering stockholders promptly after
the final results of the exchange offer are announced. In addition,
checks in lieu of fractional shares of RGA class B common stock will be
delivered or mailed promptly after the final results of the exchange
offer are announced.
The terms and conditions of the exchange offer are more fully described
in an exchange offer prospectus previously filed by RGA and a Schedule
TO, as amended, previously filed by MetLife with the U.S. Securities and
Exchange Commission. MetLife stockholders who tendered their shares by
means of a notice of guaranteed delivery before expiration of the
exchange offer must deliver the related shares to the exchange agent by
Tuesday, September 16, 2008.
Additional Information and Where to Find It
In connection with the exchange offer (which expired at 12:00 midnight
(ET) at the end of September 11, 2008), RGA filed with the U.S.
Securities and Exchange Commission (SEC) a registration statement on
Form S-4 (No. 333-152828), as amended, that included an exchange offer
prospectus dated August 11, 2008, and MetLife filed with the SEC a
tender offer statement on Schedule TO, as amended, that included such
exchange offer prospectus and related transmittal materials. The
exchange offer prospectus and transmittal materials contain important
information about the exchange offer and related matters, and were
mailed to MetLife’s stockholders. None of
MetLife, RGA or any of their respective directors or officers or any
dealer manager appointed with respect to the exchange offer made any
recommendation as to whether you should participate in the exchange
offer. You may obtain a free copy of the exchange offer prospectus and
other related documents filed with the SEC by MetLife and RGA at the SEC’s
web site at www.sec.gov. Those
documents may also be obtained from D.F. King & Co., Inc., which was
retained by MetLife as the information agent for the exchange offer. To
obtain copies of the exchange offer prospectus and related documents, or
if you have questions about the terms of the exchange offer, you may
contact the information agent at (212) 269-5550 (banks and brokers only)
(collect) or (800) 825-0898 (toll free).
About MetLife
Celebrating 140 years, MetLife, Inc. is a leading provider of insurance
and financial services with operations throughout the United States and
the Latin America, Europe and Asia Pacific regions. Through its domestic
and international subsidiaries and affiliates, MetLife, Inc. reaches
more than 70 million customers around the world and MetLife is the
largest life insurer in the United States (based on life insurance
in-force). The MetLife companies offer life insurance, annuities, auto
and home insurance, retail banking and other financial services to
individuals, as well as group insurance, reinsurance and retirement &
savings products and services to corporations and other institutions.
For more information, please visit www.metlife.com.
MetLife, Inc.
For Media:
John Calagna, 212-578-6252
or
For
Investors:
Conor Murphy, 212-578-7788
