MetLife to Acquire SafeGuard

MetLife, Inc. (MetLife) and SafeGuard Health Enterprises, Inc. (SafeGuard) today announced the execution of a definitive agreement whereby MetLife, through one of its subsidiaries, will acquire SafeGuard. Terms of the agreement were not disclosed. The transaction has been approved by the Boards of Directors of MetLife and SafeGuard. SafeGuard provides dental and vision benefit products in California, Florida, Texas and Nevada through HMO subsidiaries in these states, as well as through an insurance subsidiary, SafeHealth Life Insurance Company. The transaction is expected to close by the end of 2007, subject to regulatory approval. SafeGuard was represented by Shattuck Hammond Partners in this transaction. "SafeGuard’s stellar reputation in the communities it serves, as shown by its progressive growth over the last 30 years, makes it an ideal addition to the MetLife family. The quality of its dental health maintenance organization (DHMO) complements MetLife’s leading dental offerings and our entire product portfolio in those states where DHMOs are popular,” said Bill Mullaney, president, MetLife Institutional Business. "The strength of the MetLife brand, its history of promoting oral health research and education, and the credentials of its dental provider network clearly illustrate how this acquisition is in the best interest of our customers, employees and the communities in which we operate,” commented Jim Buncher, chairman and chief executive officer of SafeGuard. "I am excited about the opportunities this acquisition represents as we combine the success and strengths of our two organizations to bring customers additional benefits solutions,” said Mike Schwartz, vice president, MetLife Dental Product Management. "Being able to address local market trends with a competitive solution is a key component of MetLife’s continued dental benefits growth.” MetLife, through its subsidiaries, administers dental benefits for nearly 21 million people, more than any single commercial carrier. The acquisition of SafeGuard is expected to add over 1.8 million additional members to MetLife’s customer base. Delivering dental benefits in the marketplace for 45 years, MetLife is dedicated to developing and offering innovative product solutions, promoting technologies that make utilizing dental benefits easier and creating educational resources for employers, plan participants, and dentists. MetLife’s relationships within the dental community have enabled it to build a strong Preferred Dentist Program (PDP) consisting of carefully selected general and specialty dentists in over 100,000 dentist locations nationwide. MetLife expects the acquisition of SafeGuard to provide opportunities for it to deliver additional dental benefits options that offer greater flexibility in funding arrangements, contribution levels and plan designs to match employers’ needs and budgets while at the same time helping members to improve their oral health. About SafeGuard Founded in 1974, SafeGuard was one of the first companies to introduce the concept of managed care dental products. SafeGuard now provides HMO, PPO, ASO and Scheduled Benefit dental plans as well as vision plans to its membership. In the over 30 years that SafeGuard has been an industry leader, membership has increased to 1.8 million. The company is a key ancillary benefits provider to Fortune 500 companies, educational institutions, employee benefit trusts and government agencies. SafeGuard’s primary markets are California, Florida, Texas and Nevada. For more information see www.safeguard.net. About MetLife MetLife, Inc. (NYSE: MET) is a leading provider of insurance and financial services with operations throughout the United States and the Latin America, Europe and Asia Pacific regions. Through its domestic and international 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, reinsurance and retirement & savings products and services to corporations and other institutions. For more information, please visit www.metlife.com. This release contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in the operations and financial results and the business and the products of the company and its subsidiaries, as well as other statements including words such as "anticipate,” "believe,” "plan,” "estimate,” "expect,” "intend” and other similar expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on the company. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties including, but not limited to, the following: (i) changes in general economic conditions, including the performance of financial markets and interest rates; (ii) heightened competition, including with respect to pricing, entry of new competitors, the development of new products by new and existing competitors and for personnel; (iii) investment losses and defaults; (iv) unanticipated changes in industry trends; (v) catastrophe losses; (vi) ineffectiveness of risk management policies and procedures; (vii) changes in accounting standards, practices and/or policies; (viii) changes in assumptions related to deferred policy acquisition costs, value of business acquired or goodwill; (ix) discrepancies between actual claims experience and assumptions used in setting prices for the company’s products and establishing the liabilities for the company’s obligations for future policy benefits and claims; (x) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xi) adverse results or other consequences from litigation, arbitration or regulatory investigations; (xii) downgrades in the company’s and its affiliates’ claims paying ability, financial strength or credit ratings; (xiii) regulatory, legislative or tax changes that may affect the cost of, or demand for, the company’s products or services; (xiv) 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; (xv) deterioration in the experience of the "closed block” established in connection with the reorganization of MetLife; (xvi) economic, political, currency and other risks relating to the company’s international operations; (xvii) the effects of business disruption or economic contraction due to terrorism or other hostilities; (xviii) the company’s ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption; and (xix) other risks and uncertainties described from time to time in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission. The company specifically disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.