MetLife announced today that MetLife Worldwide Holdings, Inc.
(“MLWH”), an indirect, wholly owned subsidiary of MetLife, Inc.,
has entered into an agreement to sell its interest in its Japanese
joint venture, Mitsui Sumitomo MetLife Insurance Co., Ltd. (“MSI
MetLife”), to its joint venture partner, MS&AD Insurance Group
Holdings, Inc. (“MS&AD”), for ¥22,525,000,000 (approximately
US$275,000,000). It is expected that the transaction, which is
subject to customary closing conditions (including obtaining
required regulatory approvals), will be completed on or about April
1 2011. Upon completion, MSI MetLife will be wholly owned by
MS&AD.
“The combination of MetLife's strengths and the local experience
of MS&AD has been a key factor in the success of this joint
venture. We are pleased to have come to an agreement with MS&AD
that is in the best interests of our shareholders, our
policyholders and employees in Japan. This transaction also allows
MetLife in Japan to concentrate on leveraging our strong market
position as a result of the pending Alico acquisition,” said Eugene
Marks, Executive Vice President of MetLife’s International
Business.
“MS&AD has been an excellent partner and we wish them
success in operating this company as a wholly owned subsidiary.
Operating this joint venture with MS&AD has provided us a
wealth of knowledge about the highly competitive Japanese market.
We now fully turn our attention and resources towards Alico, which
greatly increases our market presence with a much broader product
set and distribution platforms and customer base,” added Marks.
As part of the transaction, MLWH will transfer all of its
ownership interest in MSI MetLife to MS&AD and MS&AD will
be the sole operator of MSI MetLife once the transaction closes.
MSI MetLife will be renamed following the completion of the
transfer. Both companies have agreed to continue to work closely to
ensure a seamless transition for distribution partners and
customers during and after the transfer process.
About MS&AD
MS&AD, Inc. (the “Company”) is one of the leading non-life
insurance companies in the world with more than 300 offices in over
40 countries. The Company, through its two domestic non-life
insurance subsidiaries, Mitsui Sumitomo Insurance Company, Ltd. and
Aioi Nissay Dowa Insurance Company, Ltd., is the largest non-life
insurance group in Japan based on net premiums written. In addition
to domestic corporate and personal non-life insurance business, the
Company, through its subsidiaries and affiliates, engages in
domestic life insurance, overseas non-life and life insurance
businesses including reinsurance, financial services business
including asset management business, and risk-related business such
as risk management business.
About MetLife
MetLife, Inc. is a leading provider of insurance, employee
benefits and financial services with operations throughout the
United States and the Latin America, Europe and Asia Pacific
regions. Through its 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 and
retirement & savings products and services to corporations and
other institutions. 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 MetLife’s actual future results. 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) any delay or failure to complete the acquisition of
American Life Insurance Company (“ALICO”), a subsidiary of ALICO
Holdings LLC (“ALICO Holdings”), and Delaware American Life
Insurance Company (“DelAm”) (collectively, the “Acquisition”); (2)
the imposition of onerous conditions following the Acquisition; (3)
difficulties in integrating the business acquired in the
Acquisition (the “Alico Business”); (4) uncertainty with respect to
the outcome of the closing agreement entered into between ALICO and
the United States Internal Revenue Service in connection with the
Acquisition; (5) uncertainty with respect to the making of
elections under Section 338 of the U.S. Internal Revenue Code of
1986, as amended, and any benefits therefrom; (6) an inability to
manage the growth of the Alico Business; (7) a write down of the
goodwill established in connection with the Acquisition; (8)
exchange rate fluctuations; (9) an inability to predict the
financial impact of the Acquisition on MetLife’s business and
financial results; (10) events relating to American International
Group, Inc. that could adversely affect the Alico Business or
MetLife; (11) the dilutive impact on MetLife, Inc.’s stockholders
resulting from the issuance of equity securities to ALICO Holdings
in connection with the Acquisition; (12) a decrease in MetLife,
Inc.’s stock price as a result of ALICO Holdings’ ability to sell
its equity securities; (13) the conditional payment obligation of
approximately $300 million to ALICO Holdings if the conversion of
the Series B Contingent Convertible Junior Participating
Non-Cumulative Perpetual Preferred Stock issued to ALICO Holdings
in connection with the Acquisition into MetLife, Inc.’s common
stock is not approved; (14) change of control provisions in the
Alico Business’ agreements; (15) effects of guarantees within
certain of ALICO’s variable life and annuity products; (16)
regulatory action in the financial services industry affecting the
combined business; (17) financial instability in Europe and
possible write downs of sovereign debt of European nations; (18)
difficult conditions in the global capital markets; (19) increased
volatility and disruption of the capital and credit markets, which
may affect MetLife’s ability to seek financing or access its credit
facilities; (20) uncertainty about the effectiveness of the U.S.
government’s programs to stabilize the financial system, the
imposition of fees relating thereto, or the promulgation of
additional regulations; (21) impact of comprehensive financial
services regulation reform on MetLife; (22) exposure to financial
and capital market risk; (23) changes in general economic
conditions, including the performance of financial markets and
interest rates, which may affect MetLife’s ability to raise
capital, generate fee income and market-related revenue and finance
statutory reserve requirements and may require MetLife to pledge
collateral or make payments related to declines in value of
specified assets; (24) potential liquidity and other risks
resulting from MetLife’s participation in a securities lending
program and other transactions; (25) investment losses and
defaults, and changes to investment valuations; (26) impairments of
goodwill and realized losses or market value impairments to
illiquid assets; (27) defaults on MetLife’s mortgage loans; (28)
the impairment of other financial institutions; (29) MetLife’s
ability to address unforeseen liabilities, asset impairments or
rating actions arising from any future acquisitions, including the
Acquisition, and to successfully integrate acquired businesses with
minimal disruption; (30) economic, political, currency and other
risks relating to MetLife’s international operations; (31) 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; (32) downgrades in MetLife,
Inc.’s and its affiliates’ claims paying ability, financial
strength or credit ratings; (33) ineffectiveness of risk management
policies and procedures; (34) availability and effectiveness of
reinsurance or indemnification arrangements, as well as default or
failure of counterparties to perform; (35) discrepancies between
actual claims experience and assumptions used in setting prices for
MetLife’s products and establishing the liabilities for MetLife’s
obligations for future policy benefits and claims; (36) catastrophe
losses; (37) heightened competition, including with respect to
pricing, entry of new competitors, consolidation of distributors,
the development of new products by new and existing competitors,
distribution of amounts available under U.S. government programs,
and for personnel; (38) unanticipated changes in industry trends;
(39) changes in accounting standards, practices and/or policies;
(40) changes in assumptions related to deferred policy acquisition
costs (“DAC”), deferred sales inducements (“DSI”), value of
business acquired (“VOBA”) or goodwill; (41) increased expenses
relating to pension and postretirement benefit plans, as well as
health care and other employee benefits; (42) 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; (43) deterioration in the experience of the
“closed block” established in connection with the reorganization of
Metropolitan Life Insurance Company; (44) adverse results or other
consequences from litigation, arbitration or regulatory
investigations; (45) discrepancies between actual experience and
assumptions used in establishing liabilities related to other
contingencies or obligations; (46) regulatory, legislative or tax
changes relating to MetLife’s insurance, banking, international, or
other operations that may affect the cost of, or demand for,
MetLife’s products or services, impair its ability to attract and
retain talented and experienced management and other employees, or
increase the cost or administrative burdens of providing benefits
to employees; (47) the effects of business disruption or economic
contraction due to terrorism, other hostilities, or natural
catastrophes; (48) the effectiveness of MetLife’s programs and
practices in avoiding giving its associates incentives to take
excessive risks; (49) other risks and uncertainties described from
time to time in MetLife, Inc.’s filings with the SEC; and (50) any
of the foregoing factors as they relate to the Alico Business and
its operations.
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.
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