METLIFE RECOMMENDS REJECTION OF MINI-TENDER OFFER BY TRC CAPITAL CORPORATION
NEW YORK, February 12, 2008
MetLife, Inc. (NYSE: MET) has received notification of an unsolicited mini-tender offer by TRC Capital Corporation of Toronto (TRC). TRC is offering to purchase up to two million shares, or approximately 0.27%, of the outstanding MetLife common stock, at a price of $55 net per share, which represents a 2.99% discount to the $56.70 closing price on the New York Stock Exchange on February 5, 2008, the day prior to the date the offer commenced.
MetLife does not endorse this offer and recommends that stockholders not tender their shares in response to the mini-tender offer. MetLife has no affiliation whatsoever with TRC, its offer or the offer documentation.
The Securities and Exchange Commission ("SEC") has issued "Investor Tips" regarding mini-tender offers, noting that, "Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price" and that "mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide." The SEC’s Investor Tips regarding mini-tender offers may be found on the SEC’s website at http://www.sec.gov/investor/pubs/minitend.htm.
Market volatility before the expiration of the "mini-tender" offer may cause the value of MetLife shares trading in the open market to be higher (as it was on the day the offer was announced) or lower than the value currently offered by TRC. MetLife urges investors to obtain current market quotations for their shares of common stock, consult with their broker or financial advisor and exercise caution with respect to TRC’s offer.
Stockholders are advised that TRC’s offer is subject to numerous conditions, including any decrease in the market price of MetLife common stock and the availability of financing for the purchase on terms satisfactory to TRC Capital. In addition, TRC may amend its offer, including to reduce its offering price.
MetLife understands that TRC has made many such mini-tender offers in the past. Mini-tender offers are third-party offers which seek to acquire less than five percent of a company’s outstanding shares and thereby avoid many procedural protections and disclosure and dissemination requirements of the SEC that apply to offers for more than five percent of a company’s outstanding shares.
MetLife stockholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC’s Offer to Purchase documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Friday, March 7, 2008.
MetLife draws the attention of broker-dealers and other market participants in the dissemination of the offer to the SEC’s recommendations to broker-dealers in these circumstances, which can be found on the SEC’s website, at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to Information Memo Number 01-27 issued by the New York Stock Exchange on September 28, 2001 regarding the dissemination of mini-tender offer materials, which can be found under the "NYSE Regulation – Information Memos" tab on NYSE’s website, at http://www.nyse.com/regulation/. MetLife requests that a copy of this press release be included with all distributions of materials relating to TRC’s "mini-tender" offer.
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.
This release contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in the operations and financial results and the business and the products of the company and its subsidiaries, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and other similar expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on the company. Such forward-looking statements are not guarantees of future performance.
Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties including, but not limited to, the following: (i) changes in general economic conditions, including the performance of financial markets and interest rates; (ii) heightened competition, including with respect to pricing, entry of new competitors, the development of new products by new and existing competitors and for personnel; (iii) investment losses and defaults; (iv) unanticipated changes in industry trends; (v) catastrophe losses; (vi) ineffectiveness of risk management policies and procedures; (vii) changes in accounting standards, practices and/or policies; (viii) changes in assumptions related to deferred policy acquisition costs, value of business acquired or goodwill; (ix) discrepancies between actual claims experience and assumptions used in setting prices for the company’s products and establishing the liabilities for the company’s obligations for future policy benefits and claims; (x) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xi) adverse results or other consequences from litigation, arbitration or regulatory investigations; (xii) downgrades in the company’s and its affiliates’ claims paying ability, financial strength or credit ratings; (xiii) regulatory, legislative or tax changes that may affect the cost of, or demand for, the company’s products or services; (xiv) MetLife, Inc.’s primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends; (xv) deterioration in the experience of the "closed block" established in connection with the reorganization of Metropolitan Life Insurance Company; (xvi) economic, political, currency and other risks relating to the company’s international operations; (xvii) the effects of business disruption or economic contraction due to terrorism or other hostilities; (xviii) the company’s ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption; and (xix) other risks and uncertainties described from time to time in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission. The company specifically disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.