METLIFE recommends rejection of mini-tender offer by Y TRC CAPITAL CORPORATION
NEW YORK. – 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.
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