MetLife to Acquire Travelers Life for $11.5 Billion; Firms Also Plan Distribution Partnership

MetLife, Inc. and Citigroup Inc. today announced an agreement for the sale of Citigroup’s Travelers Life & Annuity, and substantially all of Citigroup’s international insurance businesses, to MetLife for $11.5 billion, subject to closing adjustments.

Combining Travelers Life & Annuity with MetLife would make MetLife the largest individual life insurer in North America based on sales and increases MetLife’s retirement and savings general account assets by almost 60 percent.

In connection with the transaction, Citigroup and MetLife have entered into ten-year agreements under which MetLife will expand its distribution by making products available through certain Citigroup distribution channels, subject to appropriate suitability and other standards. These channels include Smith Barney, Citibank branches, and Primerica in the U.S., as well as a number of international businesses.

The businesses being acquired by MetLife generated total revenues of $5.2 billion and net income of $901 million for the twelve months ended December 31, 2004. The businesses had total assets of $96 billion at December 31, 2004. In the first nine months of 2004, MetLife had total revenues of $29 billion, operating income of $2 billion and net income of $2.2 billion. MetLife’s assets under management as of September 30, 2004 were $373.5 billion.

The transaction has been approved by the boards of directors of both companies. Under the terms of the transaction, Citigroup will receive $1.0 to $3.0 billion in MetLife equity securities and the balance in cash, which will result in an after-tax gain of approximately $2 billion, subject to closing adjustments. MetLife may finance the cash portion of the transaction through a combination of cash on hand, debt, mandatory convertible securities and selected asset sales. MetLife’s financing plan will depend on market conditions, timing and valuation considerations and the relative attractiveness of funding alternatives. The transaction is expected to close this summer.

Robert H. Benmosche, chairman and chief executive officer of MetLife, said, “This transaction increases MetLife’s size and scale in our core products and markets. It also allows us to fully leverage the substantial investments we have made in our infrastructure over the past few years to improve operating effectiveness, enhance our IT platforms and build our high performance culture. Travelers Life & Annuity is a leading underwriter in the U.S. for variable annuities, structured settlements, universal life and variable universal life products, and has attractive international franchises. The transaction solidifies our leadership position in the industry, will be immediately accretive to earnings and will enable us to enhance our return on equity going forward.”

“Combining Travelers Life & Annuity’s strengths with MetLife’s will enable us to take full advantage of market opportunities and favorable demographic trends,” continued Mr. Benmosche. “Primerica, Smith Barney and Citibank branches are outstanding organizations that perfectly complement MetLife’s existing channels. The distribution agreements will provide us with the broadest distribution network in the industry.”

Charles Prince, chief executive officer of Citigroup, said, “Travelers Life & Annuity has a long and successful history of providing world-class products and services to its global customer base. This transaction joins Travelers Life & Annuity with one of the world’s leading insurance companies and sharpens our focus on Citigroup’s long-term growth franchises. We will redeploy the sale proceeds to higher return and higher growth opportunities and to maximize returns to our shareholders.”

The transaction encompasses Travelers Life & Annuity’s U.S. businesses and its international operations other than Citigroup’s life business in Mexico. International operations include wholly owned insurance companies in the United Kingdom, Belgium, Australia, Brazil, Argentina, and Poland; joint ventures in Japan and Hong Kong; and offices in China.

MetLife estimates that the transaction will be immediately accretive and will increase its earnings per share by approximately 4 to 6 percent in 2006.

MetLife said that as a result of the transaction, it expects its international operations to grow significantly in terms of revenue and earnings, types of products offered, and in the number of countries in which it operates.

The transaction is subject to certain domestic and international regulatory approvals, as well as other customary conditions to closing.

MetLife was advised by Banc of America Securities LLC and Goldman Sachs, and Citgroup was advised by Citigroup Global Markets.