425
Filed by: MetLife, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed
filed under other applicable sections
of the Securities Exchange Act
of 1934
Subject Company: MetLife, Inc.
Commission File No.: 333-152828
The
following is the text of the website that is being maintained at http://www.dfking.com/metlife
in connection with MetLife, Inc.s (MetLife) offer to exchange 29,243,539 shares of RGA class B
common stock, par value $0.01 per share (the RGA class B common stock), for outstanding shares of
common stock, par value $0.01 per share, of MetLife (MetLife common stock), as described in more
detail in the exchange offer prospectus.
www.dfking.com/metlife
Last
Updated: 9/12/2008 9:30 AM New York City time
VWAP
MetLife Common Stock (NYSE: MET)
$58.0917
RGA Common Stock (NYSE: RGA)
$50.4186
Final Calculated Per-Share Values
MetLife Common Stock
$57.06063
RGA Class B Common Stock
$50.06803
The
limit was not in effect at the expiration of the
originally contemplated exchange offer period.
Exchange Offer
The final
exchange ratio in connection with the exchange offer is 1.2663.
MetLife offered to exchange 29,243,539 shares of RGA class B common
stock which it owns for outstanding shares of MetLife common stock that are validly tendered and
not properly withdrawn, as described in more detail in the exchange offer prospectus. The exchange
offer was designed to permit holders of MetLife common stock to exchange their shares for shares of
RGA class B common stock at a 10% discount to the calculated per-share value of RGA class B
common stock. Stated another way, for each $1.00 of MetLife common stock accepted in the exchange
offer, the tendering MetLife stockholder would receive approximately $1.11 of RGA class B common
stock, subject to the limit and to proration referred to below. The exchange offer
expired at 12:00 midnight, New York City time, at the end September 11, 2008.
The final calculated per-share value of each share of MetLife common stock and RGA class B
common stock were determined by averaging the daily volume-weighted average price (or
daily VWAP) of MetLife common stock and RGA common stock, respectively, on the last three
trading days of the exchange offer period.
The last three trading days of the exchange offer period were September 9, 2008, September 10, 2008 and
September 11, 2008.
The information on this website is being provided solely in connection with the exchange offer and
should not be used for any other purpose. You should refer to the exchange offer prospectus for
additional information about the exchange offer. Copies of the exchange offer prospectus, the
letter of transmittal, the form of notice of withdrawal and the notice of guaranteed delivery are
available through the tabbed links at the top of this page. Further information regarding terms
used on this website that are underlined and in blue is provided in the glossary below, reachable
by clicking on those terms.
Number of Shares to be Received
The following formula was used to calculate the number of shares of RGA class B common stock
that each tendering stockholder will receive for shares of MetLife common stock tendered and
accepted in the exchange offer.
|
|
|
|
|
|
|
|
|
Number of shares of
RGA class B
common stock
to be received*
|
|
=
|
|
Number of shares of
MetLife
common stock
tendered, multiplied
by the lesser of
|
|
1.3071 and
|
|
100% of the
calculated per-share value
of the MetLife common
stock (MET)
divided by
90% of the calculated per-share
value of the RGA common stock
(RGA) |
*The
number of shares received was subject to a limit of 1.3071 shares of RGA class B common
stock for each share of MetLife common stock accepted in the exchange
offer. In addition, since the
exchange offer is over-subscribed, the number of shares MetLife
accepted in the exchange offer
will be less than the number of shares tendered and the exchange offer will be subject to
proration.
Using the
final calculated per share values provided above, the
final number of shares of RGA class B common stock that a tendering holder would receive per share
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of
MetLife common stock tendered would equal:
|
|
|
|
|
|
|
|
|
1.2663 |
|
=
|
|
1 share, multiplied by the
lesser of
|
|
1.3071 and
|
|
$57.06063
divided by
0.9 * $50.06803 |
The following table shows how many shares of RGA class B common stock would be exchanged for a
specified number of tendered and accepted shares of MetLife common
stock.
|
|
|
Number of shares of MetLife common |
|
Number of shares of RGA class B |
stock tendered |
|
common stock issued in exchange* |
1
|
|
1.2663 |
10
|
|
12.6629 |
100
|
|
126.6291 |
1000
|
|
1266.2911 |
*Note that the fractional share amount is provided for indicative purposes only. Cash in lieu of
fractional shares of RGA class B common stock will be distributed in the exchange offer.
Furthermore the number of shares provided assumes that the exchange offer is not subject to
proration.
Additional Information
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
MetLifes 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 SECs 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).
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Glossary
calculated per-share value: Final calculated per-share values were equal to (1) in the case of
the MetLife common stock, the average of the daily VWAP of MetLife common stock on the New York
Stock Exchange for the last three trading days of the exchange offer period
as reported by Bloomberg L.P., for the equity ticker MET.N, and (2) in the case of the RGA class B
common stock, the average of the daily VWAP of RGA common stock on the New York Stock Exchange for
the last three trading days of the exchange offer period as reported by
Bloomberg L.P., for the equity ticker RGA.N.
daily VWAP: Daily VWAP means VWAP for the period beginning at 9:30 a.m., New York City time (or
such other time as is the official open of trading on the NYSE) and ending at 4:00 p.m., New York
City time (or such other time as is the official closing of trading on the NYSE), as reported by
Bloomberg L.P., except that, on the last trading day of the exchange offer
period, the data used to make that calculation took into account only those
adjustments to reported trades made by 4:10 p.m., New York City time, on that day.
-5-
exchange ratio: The number of shares of RGA class B common stock that will be exchanged for each
share of MetLife common stock accepted in the exchange offer. The final exchange ratio was first published on this website and separately published by press release at approximately 4:30 p.m., New York City
time, on the expiration date of the exchange offer period.
limit: The number of shares each tendering holder will receive is subject to a limit of 1.3071
shares of RGA class B common stock for each share of MetLife common stock accepted in the exchange
offer. If the limit had been in effect, you would have received less than $1.11 of RGA class B common stock for
each $1.00 of MetLife common stock, depending on the calculated per-share values of MetLife common
stock and RGA class B common stock at the expiration date of the exchange
offer period, and it could have resulted in you receiving much less.
The exchange offer did not provide for a minimum
exchange ratio.
proration:
Since the exchange offer is oversubscribed and MetLife cannot fulfill all tenders of
MetLife common stock at the exchange ratio, then shares of MetLife common stock that are validly
tendered will generally be accepted for exchange on a pro rata basis in proportion to the number of
shares tendered. We refer to this as proration. Stockholders who beneficially own odd-lots
(that is, fewer than 100 shares of MetLife common stock) and who
validly tendered all of their shares of
MetLife common stock were able to request that their shares not be subject to proration. Proration for each
tendering stockholder will be based on the number of shares of
MetLife common stock tendered by that
-6-
stockholder in the exchange offer, and not on that stockholders
aggregate ownership of MetLife common stock. The examples provided above assume that there is no
proration for non-odd lot holders.
VWAP: VWAP means the volume-weighted average price per share of the stock on the New York Stock
Exchange during the period specified as reported by Bloomberg L.P.
Contact Information
Questions or requests for assistance may be directed to the information agent at its address and
telephone number listed below.
The information agent for the exchange offer is:
D.F. KING & CO., INC.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 825-0898
The co-dealer managers for the exchange offer are:
GOLDMAN, SACHS & CO.
and
MERRILL LYNCH & CO.
The exchange agent for the exchange offer is:
BNY MELLON SHAREOWNER SERVICES
By Mail:
Holders of Physical Stock Certificates
Attention: Corporate Actions Department
P.O. Box 358401
Pittsburgh, Pennsylvania 15252-8401
Holders of Direct Registration Shares
Attention: Corporate Actions Department
P.O. Box 358401
South Hackensack, New Jersey 07606-3352
By Overnight Courier or By Hand:
Attention: Corporate Actions Department, 27th Floor
Newport Office Center VII
480 Washington Boulevard
Jersey City, New Jersey 07310-2053
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