MetLife, Inc. (“MetLife”) (NYSE:MET) announced today the expiration of
the tender offer (the “U.S. Offer”) by its subsidiary, MetLife Chile
Acquisition Co. S.A. (the “Purchaser”), for all of the outstanding
common shares of AFP Provida S.A. (“Provida”) that are held by U.S.
holders, and all of the outstanding American Depositary Shares (“ADSs”),
each representing fifteen common shares of Provida, from all holders,
wherever located, at a price of U.S. $6.1476 per common share and U.S.
$92.2140 per ADS, in each case, in cash, without interest, payable in
U.S. Dollars or Chilean Pesos, at the election of tendering holders. The
U.S. Offer expired at 11:59 p.m. New York City time, on September 27,
2013.
MetLife also announced the expiration of the simultaneous tender offer
in Chile (the “Chilean Offer,” and together with the U.S. Offer, the
“Offers”) by Purchaser to purchase all of the outstanding common shares
of Provida from all holders of common shares, wherever located, for the
same price and on substantially the same terms as the common shares of
Provida offered to be purchased in the U.S. Offer.
The Bank of New York Mellon (the “U.S. Tender Agent”) informed MetLife
and Purchaser that a total of 4,851,876 ADSs (equal to 72,778,140 common
shares), representing approximately 21.97% of the currently outstanding
common shares of Provida, were validly tendered and not withdrawn in the
U.S. Offer. This includes 2,805,099 ADSs tendered by Banco Bilbao
Vizcaya Argentaria S.A. (“BBVA”), representing 42,076,485 common shares
of Provida, and 220,508 ADSs tendered by Notice of Guaranteed Delivery.
No common shares were tendered into the U.S. Offer and no holders that
tendered ADSs into the U.S. Offer elected to receive payment in Chilean
Pesos. Purchaser has accepted for payment all ADSs validly tendered and
not withdrawn in the U.S. Offer and will promptly deposit the aggregate
purchase price in U.S. Dollars with the U.S. Tender Agent.
Larraín Vial S.A. Corredora de Bolsa and Banchile Corredores de Bolsa
S.A. (the “Chilean agents”) informed MetLife and Purchaser that a total
of 58,949,845 common shares were validly tendered and not withdrawn in
the Chilean Offer, representing approximately 17.79% of the currently
outstanding common shares. Purchaser has accepted for payment all common
shares tendered pursuant to the Chilean Offer.
Simultaneously with payment by Purchaser to the U.S. Tender Agent and
Chilean agents for the ADSs and common shares validly tendered and not
withdrawn in the Offers, BBVA will, subject to the terms and conditions
of the Transaction Agreement, cause the transfer to Purchaser of 100% of
the issued and outstanding shares of capital stock of Inversiones
Previsionales, thereby transferring indirectly the 171,023,573 common
shares of Provida held by Inversiones Previsionales, representing
approximately 51.62% of the outstanding common shares of Provida.
Upon consummation of the Offers and the transfer of Inversiones
Previsionales shares, MetLife will indirectly own 299,443,938 common
shares, in both common share and ADS form, representing approximately
90.38% of the outstanding common shares of Provida. In addition, subject
to actual delivery of the ADSs tendered by Notice of Guaranteed Delivery
pursuant to the U.S. Offer, Purchaser could increase such ownership to
up to 302,751,558 common shares (including those in ADS form),
representing approximately 91.38% of the outstanding common shares of
Provida.
About MetLife
MetLife, Inc. is a leading global provider of insurance, annuities and
employee benefit programs, serving 90 million customers. Through its
subsidiaries and affiliates, MetLife holds leading market positions in
the United States, Japan, Latin America, Asia, Europe and the Middle
East. For more information, visit www.metlife.com.
This press release may contain or incorporate by reference information
that includes or is based upon forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements give expectations or forecasts of future
events. These statements can be identified by the fact that they do not
relate strictly to historical or current facts. They use words such as
“anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”
“believe” and other words and terms of similar meaning in connection
with a discussion of future operating or financial performance. In
particular, these include statements relating to future actions,
prospective services or products, future performance or results of
current and anticipated services or products, sales efforts, expenses,
the outcome of contingencies such as legal proceedings, trends in
operations and financial results.
Any or all forward-looking statements may turn out to be wrong. They can
be affected by inaccurate assumptions or by known or unknown risks and
uncertainties. Many such factors will be important in determining the
actual future results of MetLife, Inc., its subsidiaries and affiliates.
These statements are based on current expectations and the current
economic environment. They involve a number of risks and uncertainties
that are difficult to predict. These statements are not guarantees of
future performance. Actual results could differ materially from those
expressed or implied in the forward-looking statements. Risks,
uncertainties, and other factors that might cause such differences
include the risks, uncertainties and other factors identified in
MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission
(the “SEC”). These factors include: (1) difficult conditions in the
global capital markets; (2) increased volatility and disruption of the
capital and credit markets, which may affect our ability to meet
liquidity needs and access capital, including through our credit
facilities, generate fee income and market-related revenue and finance
statutory reserve requirements and may require us to pledge collateral
or make payments related to declines in value of specified assets,
including assets supporting risks ceded to certain of our captive
reinsurers or hedging arrangements associated with those risks; (3)
exposure to financial and capital market risks, including as a result of
the disruption in Europe and possible withdrawal of one or more
countries from the Euro zone; (4) impact of comprehensive financial
services regulation reform on us, as a potential non-bank systemically
important financial institution, or otherwise; (5) numerous rulemaking
initiatives required or permitted by the Dodd-Frank Wall Street Reform
and Consumer Protection Act which may impact how we conduct our
business, including those compelling the liquidation of certain
financial institutions; (6) regulatory, legislative or tax changes
relating to our insurance, international, or other operations that may
affect the cost of, or demand for, our products or services, or increase
the cost or administrative burdens of providing benefits to employees;
(7) adverse results or other consequences from litigation, arbitration
or regulatory investigations; (8) potential liquidity and other risks
resulting from our participation in a securities lending program and
other transactions; (9) investment losses and defaults, and changes to
investment valuations; (10) changes in assumptions related to investment
valuations, deferred policy acquisition costs, deferred sales
inducements, value of business acquired or goodwill; (11) impairments of
goodwill and realized losses or market value impairments to illiquid
assets; (12) defaults on our mortgage loans; (13) the defaults or
deteriorating credit of other financial institutions that could
adversely affect us; (14) economic, political, legal, currency and other
risks relating to our international operations, including with respect
to fluctuations of exchange rates; (15) downgrades in our claims paying
ability, financial strength or credit ratings; (16) a deterioration in
the experience of the “closed block” established in connection with the
reorganization of Metropolitan Life Insurance Company; (17) availability
and effectiveness of reinsurance or indemnification arrangements, as
well as any default or failure of counterparties to perform; (18)
differences between actual claims experience and underwriting and
reserving assumptions; (19) ineffectiveness of risk management policies
and procedures; (20) catastrophe losses; (21) increasing cost and
limited market capacity for statutory life insurance reserve financings;
(22) heightened competition, including with respect to pricing, entry of
new competitors, consolidation of distributors, the development of new
products by new and existing competitors, and for personnel; (23)
exposure to losses related to variable annuity guarantee benefits,
including from significant and sustained downturns or extreme volatility
in equity markets, reduced interest rates, unanticipated policyholder
behavior, mortality or longevity, and the adjustment for nonperformance
risk; (24) our ability to address unforeseen liabilities, asset
impairments, or rating actions arising from acquisitions or
dispositions, including our acquisition of American Life Insurance
Company and Delaware American Life Insurance Company and to successfully
integrate and manage the growth of acquired businesses with minimal
disruption; (25) the dilutive impact on our stockholders resulting from
the settlement of our outstanding common equity units; (26) regulatory
and other restrictions affecting MetLife, Inc.’s ability to pay
dividends and repurchase common stock; (27) MetLife, Inc.’s primary
reliance, as a holding company, on dividends from its subsidiaries to
meet debt payment obligations and the applicable regulatory restrictions
on the ability of the subsidiaries to pay such dividends; (28) the
possibility that MetLife, Inc.’s Board of Directors may control the
outcome of stockholder votes through the voting provisions of the
MetLife Policyholder Trust; (29) changes in accounting standards,
practices and/or policies; (30) increased expenses relating to pension
and postretirement benefit plans, as well as health care and other
employee benefits; (31) inability to protect our intellectual property
rights or claims of infringement of the intellectual property rights of
others; (32) inability to attract and retain sales representatives; (33)
provisions of laws and our incorporation documents may delay, deter or
prevent takeovers and corporate combinations involving MetLife; (34) the
effects of business disruption or economic contraction due to disasters
such as terrorist attacks, cyberattacks, other hostilities, or natural
catastrophes, including any related impact on the value of our
investment portfolio, our disaster recovery systems, cyber- or other
information security systems and management continuity planning; (35)
the effectiveness of our programs and practices in avoiding giving our
associates incentives to take excessive risks; and (36) other risks and
uncertainties described from time to time in MetLife, Inc.’s filings
with the SEC.
MetLife, Inc. does not undertake any obligation to publicly correct or
update any forward-looking statement if MetLife, Inc. later becomes
aware that such statement is not likely to be achieved. Please consult
any further disclosures MetLife, Inc. makes on related subjects in
reports to the SEC.
Copyright Business Wire 2013