MetLife Recommends Shareholders Reject “Mini-Tender” Offer by Potemkin Limited

Key Terms

mini-tender offer financial

A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.

Securities Exchange Act regulatory

A securities exchange act is a law that sets the rules for how public securities markets operate, requiring regular disclosure by traded companies, policing insider trading, and overseeing market intermediaries. Think of it as a rulebook and referee combined: it forces companies to share financial and material information and gives regulators tools to investigate and punish unfair behavior, which helps investors make informed decisions and reduces the chance of fraud or market manipulation.

proxy statements financial

A proxy statement is a regulatory filing that gives shareholders the information they need to vote on important corporate matters—like choosing board members, approving executive pay, or voting on major deals. Think of it as the company’s meeting agenda plus the ballot and background notes sent ahead of a shareholders’ meeting; investors use it to judge management, compare choices, and decide how to cast their votes, which can affect control and strategy.

U.S. Securities and Exchange Commission (SEC) regulatory

The U.S. Securities and Exchange Commission (SEC) is the federal agency that writes and enforces rules for buying, selling and reporting information about stocks, bonds and other investments. Think of it as a referee and scoreboard operator: it protects investors by requiring companies to disclose accurate financial information and policing fraud, so investors can compare options and trust the markets are fair.

withdrawal rights regulatory

A legal right that lets an investor cancel or back out of a financial transaction—such as buying shares, subscribing to an offering, or agreeing to a corporate action—within a specified short period and receive a refund or reversal. It matters because it acts like a cooling-off period or return policy: investors can change their mind if new information appears or circumstances change, reducing immediate risk and preserving liquidity while decisions are reassessed.

broker-dealer financial

A broker-dealer is a licensed firm or individual that both executes trades on behalf of clients (acting as a broker) and buys or sells securities for its own account (acting as a dealer). Investors care because broker-dealers provide the plumbing of markets — they place orders, hold or move cash and securities, offer research or advice, and their stability and fees directly affect trade execution, costs, and the safety of client funds; think of them as a combined travel agent and taxi for your investments.

NEW YORK--(BUSINESS WIRE)-- MetLife, Inc. (NYSE: MET) today announced that it has received notice of an unsolicited mini-tender offer by Potemkin Limited (“Potemkin”) to purchase up to 10,000 shares of MetLife, Inc. common stock from MetLife shareholders. The offer is for approximately 0.002 percent of MetLife shares of common stock outstanding as of February 12, 2026. Potemkin’s offer price of $51.60 per share is approximately 27.09 percent lower than the $70.77 closing price of MetLife common stock on March 9, 2026.

MetLife does not endorse Potemkin’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to Potemkin’s offer because the offer is at a price that is significantly below the current market value of MetLife’s common stock.

MetLife is not associated in any way with Potemkin, its mini-tender offer, or its mini-tender offer documents. Potemkin’s offer is generally not subject to the information filing requirements of the Securities Exchange Act and Potemkin is not generally required to file reports, proxy statements and other information with the U.S. Securities and Exchange Commission (SEC) relating to its business, financial condition and otherwise.

Potemkin has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than five percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the SEC. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s cautionary advice to investors on mini-tender offers is available at https://www.sec.gov/investor/pubs/minitend.htm.

MetLife urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Potemkin’s offer.

MetLife urges shareholders who have not responded to Potemkin’s offer to take no action. Shareholders who have already tendered their shares may withdraw them in the manner described in the Potemkin mini-tender offer documents, prior to the expiration of the offer, currently scheduled for Tuesday, April 7, 2026, 5 p.m. Eastern time.

MetLife encourages shareholders to review carefully the “Withdrawal Rights” section of the offer documents. MetLife encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD’s Notice to Members 99-53, issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at http://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.

MetLife requests that a copy of this news release be included with all distributions of materials relating to Potemkin’s mini-tender offer related to shares of MetLife, Inc. common stock.

About MetLife
MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates (“MetLife”), is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management to help individual and institutional customers build a more confident future. Founded in 1868, MetLife has operations in more than 40 markets globally and holds leading positions in the United States, Asia, Latin America, Europe and the Middle East. For more information, visit www.metlife.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260309635648/en/

For Media:

Jane Slusark

347-989-5477

Jane.Slusark@metlife.com



For Investors:

John Hall

212-578-7888

John.A.Hall@metlife.com

Source: MetLife, Inc.