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MetLife, Inc. Message Board

  • ewhus ewhus Aug 14, 2008 1:45 PM Flag

    MetLife Commences Exchange Offer for Split-off

    MetLife Commences Exchange Offer for Split-off of Reinsurance Group of America, Incorporated
    NEW YORK--(BUSINESS WIRE)--MetLife, Inc. announced today that it has commenced an 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 This offer is being 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
    In the exchange offer, tendering stockholders will exchange their shares of MetLife common stock for shares of RGA class B common stock at a 10% discount to the per-share value of RGA class B common stock. For each $1.00 of MetLife common stock accepted in the exchange offer, the tendering stockholder will receive approximately $1.11 of RGA class B common stock. This exchange offer is subject to a limit of 1.3071 shares of RGA class B common stock for each share of MetLife common stock.
    The exchange offer will expire at 12:00 midnight (ET) at the end of Thursday, September 11, 2008, unless extended or terminated. If, however, the limit on the number of shares of RGA class B common stock that can be received for each share of MetLife common stock tendered is in effect at the expiration of the originally contemplated exchange offer period, then the exchange ratio will be fixed at the limit and the exchange offer will be automatically extended until 12:00 midnight (ET) at the end of Monday, September 15, 2008.

    The per-share values of MetLife common stock and RGA common stock that will be used to calculate the final exchange ratio will equal the average of the daily volume-weighted average prices for MetLife common stock and RGA common stock, as applicable, on the New York Stock Exchange on the last three trading days of the originally contemplated exchange offer period. If the exchange offer is automatically extended because the limit (as described above) is in effect, the dates for purposes of calculating the per-share values will not change. If the exchange offer is voluntarily extended, those dates would change. Indicative exchange ratios during the exchange offer period will be available from the information agent, D.F. King & Co., Inc., at www.dfking.com/metlife. The final exchange ratio will be available by 4:30 p.m. (ET) on
    The maximum number of shares of MetLife common stock that will be accepted in the exchange offer will be equal to 29,243,539 divided by the final exchange ratio. Since the exchange offer is subject to proration if the offer is oversubscribed, the number of shares that MetLife accepts in the exchange offer may be less than the number of shares tendered. The completion of the exchange offer is subject to certain material conditions, which are described in the exchange offer prospectus referred to below.
    The RGA class B common stock has been approved for listing on the New York Stock Exchange, subject to official notice of issuance, under the symbol “RGA.B”. The RGA class B common stock will be outstanding following the recapitalization of RGA, which will immediately precede the completion of the exchange offer.

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MET
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