Reinsurance Group Of America, Incorporated · NYSE:RGA
Reinsurance Group Of America — Metlife — Merger or Acquisition (August 2008)
12 slides from Reinsurance Group Of America's merger presentation, Aug 21, 2008
Slide 1: Filed by Reinsurance Group of America under Rule 425
Filed by Reinsurance Group of America, Incorporated 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.: 001-15787 Subject Company: Reinsurance Group of Americ
Slide 2: Proposed Transaction and Shareholder Proposals
Proposed Transaction and Shareholder Proposals Reinsurance Group of America, Incorporated August 21, 2008
Slide 3: Proposal One: The Transaction
Proposal One: The Transaction Recapitalization of RGA common stock into two classes, both to be listed on the NYSE RGA class A common Each outstanding share of existing common reclassified into one share of class A common stock Entitled to elect up to 20% of RGA directors RGA class B common MetLife
Slide 4: Proposal One: The Transaction (cont'd)
Proposal One: The Transaction (cont’d) Exchange offer in which MetLife offers to acquire MetLife common stock in exchange for all RGA class B common stock Priced at a 10% discount to the per-share value of RGA common stock to MetLife stockholders, subject to a limit of 1.3071 shares of class B commo
Slide 5: Key Points for Consideration
Key Points for Consideration: Expected to eliminate overhang and increase liquidity and public float of the market for RGA common stock Expected to allow RGA to pursue future business initiatives free from constraint of a controlling corporate shareholder whose policies may conflict, as MetLife and
Slide 6: Proposal Two: Class B Significant Holder Voting Limitation
Proposal Two: Class B Significant Holder Voting Limitation Designed to promote equal treatment of both classes of stock Holders of more than 15% of class B common stock are restricted to 15% of voting power for election of class B directors Exception: if holder has more than 15% of class A common st
Slide 7: Proposal Three: Acquisition Restrictions
Proposal Three: Acquisition Restrictions Intended to protect shareholder value by attempting to protect against a limitation on use of NOLs and other tax attributes, subject to enforceability considerations Prohibits and invalidates any direct or indirect sale or transfer (broadly defined) to any pe
Slide 8: Proposal Four: Potential Conversion of Class B Common Stock Following Divestiture
Proposal Four: Potential Conversion of Class B Common Stock Following Divestiture Articles of incorporation would contemplate possible conversion of all stock into a single class of common stock on a one-for-one basis Would only take place if: RGA board of directors determines to submit such proposa
Slide 9: Proposal Five: Section 382 Rights Plan Proposal
Proposal Five: Section 382 Rights Plan Proposal Intended to protect shareholder value by attempting to protect against a limitation on use of NOLs and other tax attributes Rights become exercisable when, among other things, any person or group (other than a grandfathered or exempted person) becomes
Slide 10: Cautionary Statement Regarding Forward-looking Statements
Cautionary Statement Regarding Forward-looking Statements This presentation contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts, but rather reflect the Company’s current expectations, estimates and projections concerning future result
Slide 11: Additional Information and Where to Find It
Additional Information and Where to Find It In connection with MetLife’s proposed divestiture of its stake in RGA, on August 11, 2008, RGA filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (No. 333-152828), as amended, which includes a form of prospec
Slide 12: Participants in the Solicitation
Participants in the Solicitation RGA, MetLife and their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from RGA’s shareholders with respect to the proposed recapitalization. Information regarding the directors and executi