e425
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 America, Incorporated
Commission File No.: 333-152828
On September 12, 2008, Reinsurance Group of America, Incorporated issued the following press
release:
For further information, contact
Jack B. Lay
Senior Executive Vice President
and Chief Financial Officer
(636) 736-7000
FOR IMMEDIATE RELEASE
REINSURANCE GROUP OF AMERICA, INCORPORATED ANNOUNCES
COMPLETION OF RECAPITALIZATION AND SPLIT-OFF FROM METLIFE
ST. LOUIS, September 12, 2008 Reinsurance Group of America, Incorporated (RGA) today
announced the completion of the previously disclosed recapitalization and split-off from MetLife,
Inc. (MetLife). As a result of the transaction, all shares of RGA common stock previously held
by shareholders other than MetLife and its subsidiaries have been reclassified as RGA Class A
common stock. In addition, MetLife will deliver to tendering holders of its common stock
29,243,539 shares of RGA Class B common stock. As a result of the recapitalization and split-off,
RGA will no longer be majority-owned by MetLife, which will own, through its subsidiaries,
3,000,000 shares of RGA Class A common stock. As of September 11, 2008 and giving effect to the
transaction, there are 33,079,838 shares of RGA Class A common stock and 29,243,539 shares of RGA
Class B common stock outstanding.
Trading
Beginning Monday, September 15, RGA Class A common stock will be traded on the New York Stock
Exchange under the ticker symbol RGA.A. RGA Class B common stock began trading on a when-issued
basis on the New York Stock Exchange, under the symbol RGA.B WI, on September 12. As a result of
the transaction, trading of the RGA common stock under the ticker symbol RGA will be suspended
prior to opening of the New York Stock Exchange on September 15 and will be subsequently delisted.
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 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 U.S. Securities and Exchange Commission a tender
offer statement on Schedule TO, as amended, that includes such exchange
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offer prospectus and related transmittal materials. The exchange offer prospectus and transmittal
materials 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 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 because they contain important information. None of
MetLife, RGA, or any of their respective directors or officers or the dealer managers 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. Free copies
of RGAs filings also may be obtained by directing a request to RGA, Investor Relations, by phone
to (636) 736-7243, in writing to Mr. John Hayden, Vice President-Investor Relations, Reinsurance
Group of America, Incorporated, 1370 Timberlake Manor Parkway, Chesterfield, Missouri, 63017, or by
email to investrelations@rgare.com. Free copies of MetLifes filings may be obtained by directing a
request to MetLife, Investor Relations, by phone to (212) 578-2211, in writing to MetLife, Inc., 1
MetLife Plaza, Long Island City, NY 11101, or by email to metir@metlife.com. Those documents may
also be obtained from D.F. King & Co., Inc., which has been retained by MetLife as the information
agent for the transaction. To obtain copies of the exchange offer prospectus and related
documentation, 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 RGA
RGA, through its various operating subsidiaries, is among the largest global providers of life
reinsurance. RGA has subsidiary companies or offices in Australia, Barbados, Bermuda, Canada,
China, France, Germany, Hong Kong, India, Ireland, Italy, Japan, Mexico, Poland, South Africa,
South Korea, Spain, Taiwan, the United Kingdom, and the United States. Worldwide, RGA has
approximately $2.2 trillion of life reinsurance in force, and assets of $22.4 billion.
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