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
On
September 11, 2008, MetLife, Inc. issued the following press release announcing the final exchange ratio for the exchange
offer for the split-off of Reinsurance Group of America. Incorporated.
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Contacts:
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For Media:
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John Calagna |
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(212) 578-6252 |
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For Investors:
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Conor Murphy |
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(212) 578-7788 |
METLIFE
ANNOUNCES FINAL EXCHANGE RATIO OF 1.2663
FOR SPLIT-OFF OF REINSURANCE GROUP OF AMERICA, INCORPORATED
NEW YORK, September 11, 2008 MetLife, Inc. (NYSE: MET) announced today the final exchange ratio
in connection with its 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). The exchange offer is being made in connection with
the companies June 2, 2008 announcement of MetLifes intent to split-off substantially all of its
52% interest in RGA.
For each share of MetLife common stock that is validly tendered and delivered pursuant to the
exchange offer and accepted by MetLife, MetLife will deliver 1.2663 shares of RGA class B common
stock to or at the direction of each tendering holder. The final calculated per-share value of
MetLife common stock and RGA common stock used to calculate the exchange ratio for the exchange
offer were $57.06063 and $50.06803, respectively.
The exchange offer will expire at the end of today, September 11, 2008, at 12:00 midnight (ET).
Because 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 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 tender 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, BNY Mellon Shareowner Services, by Tuesday, September 16, 2008.
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Additional Information and Where to Find It
In connection with the exchange offer, RGA has filed with the U.S. Securities and Exchange
Commission (SEC) a registration statement on Form S-4 (No. 333-152828), as amended, that includes
an exchange offer prospectus dated August 11, 2008, and MetLife has filed with the SEC a tender
offer statement on Schedule TO, as amended, that includes 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. This document is not an offer to sell the securities referenced in the exchange
offer prospectus and it is not soliciting an offer to buy the securities referenced in the exchange
offer prospectus in any state where the offer is not permitted. Such an offer may be made solely
by a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as
amended. The distribution of this communication may, in some countries, be restricted by law or
regulation. Accordingly, persons who come into possession of this document should inform
themselves of and observe these restrictions.
Investors and security holders are urged to read the exchange offer prospectus and any other
related documents filed with the SEC, when they become available and before making any investment
decision. None of MetLife, RGA or any of their respective directors or officers or any dealer
manager appointed with respect to the exchange offer makes any recommendation as to whether you
should participate in the exchange offer. You will be able to 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 has
been 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 or how to participate, 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.
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