BlackRock buys assets of $375m from MetLife.

BlackRock, Inc. and MetLife, Inc. have entered into a definitive agreement under which BlackRock will acquire SSRM Holdings Inc., the holding company of State Street Research & Management Company and SSR Realty Advisors Inc., from MetLife for $375 million in cash and stock.

Under the terms of the transaction, which has been approved by the boards of directors of BlackRock and MetLife, at closing MetLife will receive $325 million in cash and $50 million of BlackRock class A common stock. Additional cash consideration, which could increase the purchase price by up to 25%, may be paid over five years contingent on certain measures.

Closing is expected in early 2005, pending required regulatory and fund shareholder approvals and satisfaction of other customary closing conditions. The transaction is expected to be accretive to BlackRock's earnings in 2005 and is not expected to have a material impact on MetLife's 2005 operating earnings, although MetLife expects the transaction to have a positive impact to net income of between $145 million and $165 million.

At July 31, 2004, BlackRock had $314 billion of assets under management. At June 30, 2004, SSRM had $52 billion of assets under management. With $366 billion of assets under management, the combined company would be one of the 20 largest asset managers in the world. The acquisition of SSRM is expected to enhance BlackRock's investment management platform with additional U.S. equity, alternative investment and real estate equity management capabilities, expanding the universe of products to institutional and individual investors worldwide. In addition, the transaction is expected to expand the scale and scope of BlackRock's mutual fund products and distribution capabilities. The acquisition will also augment BlackRock's strength as a global leader in fixed income investing.

Following the transaction, BlackRock will manage more than $325 billion for institutional investors, including pension plans, corporations, insurance companies, banks and other financial services companies. All of these clients will continue to benefit from the company's independent investment management, risk management, investment system outsourcing and financial advisory services. In addition, the combined firm will build on SSRM's 80-year history of serving individual investors. The combination of SSRM Funds and BlackRock Funds will constitute the 17th largest broker-distributed mutual fund family in the U.S., with more than $26 billion of assets under management.

In connection with this transaction, BlackRock and MetLife have agreed to enter into a cooperation agreement at closing to enhance and expand the products and services provided to the clients of SSRM, MetLife and BlackRock.

Laurence D. Fink, BlackRock chairman and chief executive officer, stated, "This transaction brings to BlackRock the benefit of SSRM's talented professionals, as well as an important alliance with MetLife--both of which will further strengthen BlackRock's ability to work with clients to meet their investment and financial needs. Importantly, BlackRock and SSRM share a similar culture defined by a commitment to excellence, integrity and teamwork. We believe that this common culture is critical to successfully combining the complementary capabilities of our two companies and delivering the benefit of greater breadth and depth of resources to the clients of SSRM, MetLife and BlackRock."

Robert H. Benmosche, MetLife chairman and chief executive officer, said, "We are pleased that MetLife customers invested through SSRM will gain the investment management expertise and track record of one of the nation's leading investment management firms. We will work with BlackRock to allow the continuation of outstanding asset management services for our clients and work with BlackRock to develop opportunities to enhance the ways we serve our clients."

Richard S. Davis, SSRM chief executive officer, said, "We are excited to join forces with BlackRock's highly accomplished team and our combined asset management capabilities form a powerful presence among asset managers. We share a common culture with a commitment to attracting and retaining highly talented professionals who deliver excellence through investment results."

BlackRock expects the combined firm to maintain significant presence in all of the cities in which SSRM currently operates, including Boston, San Francisco and Morristown, N.J. Davis will join BlackRock's management team to ensure a smooth integration of the two firms and to lead BlackRock's expanded efforts in Boston. Fred Lieblich, SSR Realty Advisors president and CEO, is expected to continue to lead the real estate equity business of the combined firm.