Swiss Re Life & Health America Holding Company to Acquire Southwestern Life Holdings, Inc.

Apr 27, 2001, 01:00 ET from Swiss Re Life & Health America Holding Company

    STAMFORD, Conn., and DALLAS, April 27 /PRNewswire/ -- Swiss Re Life &
 Health America Holding Company, the largest life and health reinsurer in North
 America, and Southwestern Life Holdings, Inc. (Nasdaq:   SWLH), which markets
 and underwrites life and health insurance, annuities and long-term care
 insurance throughout the United States, announced today that they have entered
 into a definitive agreement pursuant to which Swiss Re will acquire
 Southwestern Life Holdings in a cash tender offer and subsequent merger.
 Under the agreement, an acquisition subsidiary of Swiss Re will commence a
 tender offer to purchase all outstanding shares of Southwestern Life Holding's
 common stock for US$ 18.50 per share in cash.  The closing price for
 Southwestern Life Holdings stock on Tuesday, April 24, the last day on which a
 trade was made, was US$ 12.00 per share.  The tender offer, subject to the
 tendering of a majority of Southwestern Life Holdings stock, regulatory
 approval and other customary conditions, is expected to close in the second
 quarter of 2001.  Certain directors have agreed to tender, and vote in favor
 of the merger, an aggregate of 4,911,695 shares, representing 53.2% of the
 shares on a fully-diluted basis.
     The tender offer will begin within the next two weeks.  Assuming its
 successful completion, the tender offer will be followed by a merger in which
 remaining shares not purchased in the tender offer will be converted into the
 right to receive the same consideration per share in cash.
     Dresdner Kleinwort Wasserstein, Inc acted as exclusive financial advisors
 to Southwestern Life Holdings in the transaction.
 
     This press release is neither an offer to purchase nor a solicitation of
 an offer to sell securities.  At the time the offer is commenced, Swiss Re
 will file a Tender Offer Statement with the Securities and Exchange Commission
 and Southwestern Life Holdings will file a Solicitation/Recommendation
 Statement with respect to the offer.  The Tender Offer Statement (including an
 offer to purchase, a related letter of transmittal and other offer documents)
 and the Solicitation/Recommendation Statement will contain important
 information that should be read carefully before any decision is made with
 respect to the offer. The offer to purchase, the related letter of transmittal
 and certain other documents, as well as the Solicitation/Recommendation
 Statement, will be made available to all stockholders of Southwestern Life
 Holdings, at no expense to them.  The Tender Offer Statement (including the
 offer to purchase, the related letter of transmittal and all other offer
 documents filed with the SEC) and the Solicitation/Recommendation Statement
 will also be available at no charge at the SEC's website at www.sec.gov.
     Certain statements contained in this press release may be "forward-looking
 statements" as defined in the Private Securities Litigation Reform Act of
 1995.  Such statements involve risks, uncertainties, and other factors that
 may cause actual results to differ materially from those which are
 anticipated.  Such factors include, but are not limited to, (1) risks that the
 tender offer or the merger will not be completed, (2) general economic
 conditions and other factors, including prevailing interest rate levels and
 stock and credit market performance, (3) changes in the federal income tax
 laws and regulations, (4) regulatory changes or actions or limitations,
 including those relating to regulation of insurance products and of insurance
 companies and (5) other risks referred to in the two companies' respective
 filings with the SEC.
     Any "forward-looking statements" contained in this press release are made
 pursuant to the safe harbor provisions of the Private Securities Litigation
 Reform Act of 1995.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X18768888
 
 

SOURCE Swiss Re Life & Health America Holding Company
    STAMFORD, Conn., and DALLAS, April 27 /PRNewswire/ -- Swiss Re Life &
 Health America Holding Company, the largest life and health reinsurer in North
 America, and Southwestern Life Holdings, Inc. (Nasdaq:   SWLH), which markets
 and underwrites life and health insurance, annuities and long-term care
 insurance throughout the United States, announced today that they have entered
 into a definitive agreement pursuant to which Swiss Re will acquire
 Southwestern Life Holdings in a cash tender offer and subsequent merger.
 Under the agreement, an acquisition subsidiary of Swiss Re will commence a
 tender offer to purchase all outstanding shares of Southwestern Life Holding's
 common stock for US$ 18.50 per share in cash.  The closing price for
 Southwestern Life Holdings stock on Tuesday, April 24, the last day on which a
 trade was made, was US$ 12.00 per share.  The tender offer, subject to the
 tendering of a majority of Southwestern Life Holdings stock, regulatory
 approval and other customary conditions, is expected to close in the second
 quarter of 2001.  Certain directors have agreed to tender, and vote in favor
 of the merger, an aggregate of 4,911,695 shares, representing 53.2% of the
 shares on a fully-diluted basis.
     The tender offer will begin within the next two weeks.  Assuming its
 successful completion, the tender offer will be followed by a merger in which
 remaining shares not purchased in the tender offer will be converted into the
 right to receive the same consideration per share in cash.
     Dresdner Kleinwort Wasserstein, Inc acted as exclusive financial advisors
 to Southwestern Life Holdings in the transaction.
 
     This press release is neither an offer to purchase nor a solicitation of
 an offer to sell securities.  At the time the offer is commenced, Swiss Re
 will file a Tender Offer Statement with the Securities and Exchange Commission
 and Southwestern Life Holdings will file a Solicitation/Recommendation
 Statement with respect to the offer.  The Tender Offer Statement (including an
 offer to purchase, a related letter of transmittal and other offer documents)
 and the Solicitation/Recommendation Statement will contain important
 information that should be read carefully before any decision is made with
 respect to the offer. The offer to purchase, the related letter of transmittal
 and certain other documents, as well as the Solicitation/Recommendation
 Statement, will be made available to all stockholders of Southwestern Life
 Holdings, at no expense to them.  The Tender Offer Statement (including the
 offer to purchase, the related letter of transmittal and all other offer
 documents filed with the SEC) and the Solicitation/Recommendation Statement
 will also be available at no charge at the SEC's website at www.sec.gov.
     Certain statements contained in this press release may be "forward-looking
 statements" as defined in the Private Securities Litigation Reform Act of
 1995.  Such statements involve risks, uncertainties, and other factors that
 may cause actual results to differ materially from those which are
 anticipated.  Such factors include, but are not limited to, (1) risks that the
 tender offer or the merger will not be completed, (2) general economic
 conditions and other factors, including prevailing interest rate levels and
 stock and credit market performance, (3) changes in the federal income tax
 laws and regulations, (4) regulatory changes or actions or limitations,
 including those relating to regulation of insurance products and of insurance
 companies and (5) other risks referred to in the two companies' respective
 filings with the SEC.
     Any "forward-looking statements" contained in this press release are made
 pursuant to the safe harbor provisions of the Private Securities Litigation
 Reform Act of 1995.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X18768888
 
 SOURCE  Swiss Re Life & Health America Holding Company