UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
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☐	Definitive Proxy Statement
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☒	Soliciting Material under §240.14a-12
Symetra Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Transaction Financially Compelling Transaction  Highlights Acquisition of 100% of the outstanding shares of Symetra by Sumitomo Life $32.50 per share of total value to Symetra shareholders $32.00 per share in cash at closing $0.50 per share special dividend payable on August 28, 2015 $3.8 billion total transaction equity value(1) Financially Compelling Premium value in cash to Symetra shareholders 32% premium to 30-day average share price (1)(2) 18.6x 2015E earnings (1)(3) 1.56x adjusted book value per share (1)(4) Timing and Approvals Expected closing late 1Q 2016 / early 2Q 2016 Subject to: Approval by majority vote of outstanding Symetra shares Regulatory approvals in Japan and the U.S. Other customary closing conditions 1 Includes impact of $0.50 per share special dividend 2 Through August 5, 2015 3 Based on 2015 analyst consensus Operating EPS estimate of $1.75, as of July 29, 2015 4 Adjusted book value per share is a non-GAAP value and is calculated by subtracting accumulated other comprehensive income from stockholders' equity, and dividing it by common shares outstanding After Closing Transaction Creates a Global Presence with Over $250B of Combined Assets Sumitomo Life Rep Office London Beijing Tokyo Osaka Hanoi jakarta Bellevue New York PICC 2005 (10%) Tokyo Head Office 2013 (18%) 2014 (40%) 2015 (100%) Home Office Representative Office Subsidiaries Affiliates & Partnerships

 

 

 

Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of Symetra by Sumitomo Life Insurance Company. In connection with the proposed acquisition, Symetra intends to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including Symetra’s proxy statement in preliminary and definitive form. Shareholders of Symetra are urged to read all relevant documents filed with the SEC, including Symetra’s proxy statement when it becomes available, because they will contain important information about the proposed transaction and the parties to the proposed transaction. Investors and security holders are able to obtain the documents (once available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Symetra at www.symetra.com or by directing a request to Symetra at Karin.vanvleet@symetra.com.  Participants in the Solicitation Sumitomo Life Insurance Company, Symetra and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be "participants" in the solicitation of proxies from shareholders of Symetra in favor of the proposed transaction. Information about Symetra's directors and executive officers is set forth in Symetra's Proxy Statement on Schedule 14A for its 2015 Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2015, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC on February 26, 2015 and amended on April 22, 2015. Information concerning the interests of Symetra's participants in the solicitation, which may, in some cases, be different than those of Symetra's shareholders generally, is set forth in the materials filed by Symetra with the SEC, and will be set forth in the proxy statement relating to the proposed transaction when it becomes available.  Cautionary Statement Regarding Forward-Looking Statements Statements in this announcement regarding the proposed transaction, the expected timetable for completing the proposed transaction, future financial and operating results, future capital structure and liquidity, benefits and synergies of the proposed transaction, future opportunities for the combined company, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the board or management of Symetra constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "expects," "intends," "anticipates," "estimates," "predicts," "believes," "should," "potential," "may," "forecast," "objective," "plan," or "targets," and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the proposed transaction; the ability to obtain requisite regulatory approvals, the ability to obtain Symetra shareholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers and customers, and any related impact on integration and anticipated synergies; and the other factors and financial, operational and legal risks or uncertainties described in Symetra's public filings with the SEC, including the "Risk Factors" sections of Symetra's Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent Quarterly Reports on Form 10-Q. Symetra disclaims any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.