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MetLife Chile Acquisition Co. S.A. – ‘F-4’ on 11/19/14

On:  Wednesday, 11/19/14, at 4:06pm ET   ·   Accession #:  1193125-14-418456   ·   File #:  333-200371

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/19/14  MetLife Chile Acq Co. S.A.        F-4                    6:7.5M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement of a Foreign Private Issuer  HTML   5.26M 
                          for Securities Issued in a                             
                          Business-Combination Transaction                       
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     27K 
 3: EX-5.1      Opinion re: Legality                                HTML     14K 
 4: EX-8.1      Opinion re: Tax Matters                             HTML     12K 
 5: EX-21       Subsidiaries of the Registrant                      HTML      5K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML      9K 

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As filed with the Securities and Exchange Commission on November 19, 2014.

Registration No. 333-[—]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

METLIFE CHILE ACQUISITION CO. S.A.

(Exact name of Registrant as specified in its charter)

Agustinas 640, 22nd floor

Santiago, Chile

Postcode 8320219

Telephone: +(56-2) 2 2826 3000

(Address, including Zip code, and telephone number, including area code, of Registrant’s principal executive offices)

C T Corporation System

111 Eighth Avenue

New York, New York 10011

Telephone: (212) 894-8800

(Name, address, including Zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

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CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

MetLife Chile Acquisition Co. S.A., the registrant whose name appears on the cover of this registration statement, expects to change its name to [ProVida A.F.P.S.A.] upon the publication in the Chilean Official Gazette of the approval by the Chilean Pension Funds Superintendency of the transactions described in the prospectus that forms a part of this registration statement.

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The information contained herein is subject to completion or amendment. No securities may be sold until a registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful.

PRELIMINARY PROSPECTUS—Subject to Amendment and Completion—Dated November 19, 2014

Merger of

Administradora de Fondos de Pensiones ProVida S.A.

with and into

MetLife Chile Acquisition Co. S.A.

to be renamed

[PROVIDA A.F.P.S.A.]

THIS IS NOT A PROXY STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This prospectus relates to the shares of common stock of MetLife Chile Acquisition Co. S.A., a Chilean corporation, to be issued by MetLife Chile Acquisition Co. to holders of common stock of Administradora de Fondos de Pensiones ProVida S.A., a Chilean corporation (“ProVida”) upon consummation of the merger of ProVida with and into MetLife Chile Acquisition Co. The merger agreement (acuerdo de fusión), dated as of November 14, 2014, entered into by and among MetLife Chile Acquisition Co. (referred to in this prospectus as “Acquisition Co.” prior to consummation of the merger, and as “Nueva ProVida” after consummation of the merger), Inversiones MetLife Holdco Dos Limitada, a Chilean limited liability company (sociedad de responsabilidad limitada), Inversiones MetLife Holdco Tres Limitada, a Chilean limited liability company (sociedad de responsabilidad limitada), and MetLife Chile Inversiones Limitada, a Chilean limited liability company (sociedad de responsabilidad limitada), provides, among other things, for ProVida to be merged with and into Acquisition Co., with Acquisition Co. being the surviving company and ProVida ceasing to exist. The business carried out by Nueva ProVida and its subsidiaries following the merger will be the same business carried out by ProVida and its subsidiaries prior to the merger. Nueva ProVida will assume all of the assets and liabilities of ProVida. The name of the surviving company shall be “[ProVida A.F.P.S.A.].”

You are receiving this prospectus because, upon consummation of the merger, subject to your withdrawal rights under Chilean law, each share of common stock, without nominal (par) value of ProVida (collectively, the “ProVida Shares”) that you own at the effective time of the merger will be converted into one share of common stock, without nominal (par) value of Nueva ProVida (collectively, the “Nueva ProVida Shares”). The Nueva ProVida Shares to be offered and sold in the United States are being registered with the United States Securities and Exchange Commission (the “SEC”). The Nueva ProVida Shares will be registered in the National Securities Registry of the Chilean Superintendency of Securities (Superintendencia de Valores y Seguros, the “SVS”). The Nueva ProVida Shares will not be listed in any securities exchange in the United States but application will be made for the admission of the Nueva ProVida Shares to trading on the Santiago Stock Exchange, the Chilean Electronic Stock Exchange and the Valparaiso Stock Exchange. The ProVida American Depositary Receipt program, or ADR program, has been terminated and Nueva ProVida does not currently intend to establish an ADR program. Notwithstanding such termination, if you have not surrendered your ProVida American Depositary Shares (“ADS” or “ADSs”) or American Depositary Receipts (“ADR” or “ADRs”) to The Bank of New York Mellon (as former depositary for the ProVida ADR program) (“The Bank of New York Mellon”), your right to surrender your ADSs and receive ProVida Shares underlying the ProVida ADSs will, upon

(i)

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consummation of the merger, become a right to receive the same number of Nueva ProVida Shares BUT you should carefully review the Section entitled “PART THREE—THE MERGER—Effects of the Merger on ProVida ADR Holders” on page 29 of this prospectus which contains important information that may impact your right to receive Nueva ProVida Shares.

ProVida’s shareholders will not be diluted as a consequence of the merger, and therefore, immediately following consummation of the merger, subject to any exercise of withdrawal rights, ProVida shareholders (other than Acquisition Co. and its affiliates), are expected to hold Nueva ProVida Shares representing the same percentage held in the aggregate by such shareholders in ProVida immediately prior to the effective time of the merger, and MetLife, Inc. and its affiliates will own the same percentage held in the aggregate by such parties in ProVida immediately prior to the effective time of the merger.

The merger cannot be effected unless, among other things, ProVida shareholders approve the merger of ProVida with and into Acquisition Co. as contemplated by the merger agreement. The bylaws of ProVida require the approval of at least two-thirds of the votes cast at a ProVida special shareholders’ meeting where at least a majority of the issued share capital of ProVida is present or represented at the meeting following the first call for such meeting, or, if held on the second call, any number of shareholders. Acquisition Co. has requested that ProVida holds a special shareholders’ meeting to vote on the merger. The special shareholders’ meeting is expected to be held on December 29, 2014. You should be aware that as of the date of this prospectus Acquisition Co. owns approximately 93.2% of ProVida’s shares and Acquisition Co. will vote these shares in favor of the merger at the ProVida special shareholders’ meeting. As a result, approval of the merger by ProVida’s shareholders is assured. The merger is also subject to approval by at least two-thirds of the shareholders of Acquisition Co. MetLife, Inc. indirectly owns 100% of the shares of Acquisition Co. and will vote these shares in favor of the merger. As a result, approval of the merger by Acquisition Co.’s shareholders is assured.

Assuming that all conditions precedent are satisfied or waived (where legally permissible), the merger is currently expected to be consummated on or before December 31, 2015.

The accompanying disclosure documents (including the merger agreement, included as Annex A to this prospectus, and the Notice of Special Shareholders’ Meeting of ProVida to be held on December 29, 2014, included as Annex B to this prospectus) contain detailed information about the merger and the special shareholders’ meeting of ProVida. This document is a prospectus for the Nueva ProVida Shares that will be offered in the United States to ProVida shareholders (other than Acquisition Co. and its affiliates) in connection with the merger. We encourage ProVida shareholders to read carefully this prospectus, including the section entitled “PART TWO—Risk Factors” beginning on page 17 of this prospectus.

THESE MATERIALS DO NOT CONSTITUTE A “PROXY STATEMENT” AND WE ARE NOT SOLICITING THAT YOU GRANT ACQUISITION CO. OR ANY OF ITS AFFILIATES A PROXY TO VOTE YOUR PROVIDA SHARES AT THE SPECIAL SHAREHOLDERS’ MEETING OF PROVIDA EXPECTED TO BE HELD ON DECEMBER 29, 2014. PROVIDA IS A FOREIGN PRIVATE ISSUER. AS SUCH, PROVIDA SHARES ARE NOT SUBJECT TO, AMONG OTHERS, SECTION 14(A) OF THE EXCHANGE ACT. IF YOU WISH TO VOTE YOUR PROVIDA SHARES YOU MUST ATTEND THE SPECIAL SHAREHOLDERS’ MEETING OF PROVIDA EXPECTED TO BE HELD ON DECEMBER 29, 2014 IN PERSON OR BY POWER OF ATTORNEY GRANTED IN ACCORDANCE WITH CHILEAN LAW.

Neither the SEC nor any foreign or state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This prospectus is dated November 19, 2014 and is first being mailed to ProVida shareholders in the United States on or about December [—], 2014.

(ii)

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ABOUT THIS DOCUMENT

This prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by Acquisition Co. (File No. 333 - [—]), constitutes a prospectus of Acquisition Co. under Section 5 of the Securities Act with respect to the Nueva ProVida Shares to be issued in the United States to ProVida shareholders (other than Acquisition Co. and its affiliates) upon consummation of the merger.

(iii)

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(iv)

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(v)

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(vi)

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PART ONE—SUMMARY

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE NUEVA PROVIDA SHARES

The following are certain questions that you may have regarding the merger and the related matters to be considered at the ProVida special shareholders’ meeting and brief answers to those questions. Acquisition Co. urges you to read the remainder of this prospectus carefully, including without limitation the merger agreement, a copy of which is attached to this prospectus as Annex A, because the information in this section does not provide all the information that might be important to you with respect to the merger.

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SUMMARY

The following is a summary that highlights information contained in this prospectus. This summary may not contain all of the information that is important to you. Acquisition Co. encourages you to read carefully this entire prospectus, including the merger agreement, a copy of which is attached to this prospectus as Annex A, for a more complete description of the merger agreement and the transactions contemplated thereby.

In this document, references to “$,” “dollars,” “USD,” US$ or “U.S. dollars” are to United States dollars; references to “ThUS$” are thousands of US dollars and “MUS$” are millions of US dollars; references to “pesos” or “Ch$” are to Chilean pesos, references to “Ch$ million” or “MCh$” are to millions of Chilean pesos; and references to “UF” are to Unidades de Fomento. The Unidad de Fomento is a unit of account that is linked to, and is adjusted daily to reflect changes in, the Chilean consumer price index. As of November 14, 2014, one UF was equivalent to Ch$24,423.74.

The Parties (see page 24)

Administradora de Fondos de Pensiones ProVida S.A.

Administradora de Fondos de Pensiones ProVida S.A. (“ProVida”), Tax Identification Number (TIN) 98.000.400-7, is a corporation (sociedad anónima) incorporated under the laws of Chile, authorized to exist and operate as a pension fund administrator (“AFP”) whose exclusive purpose is the management of pension funds, subject to the oversight and control of the SP.

ProVida was created by public deed dated on March 3, 1981, duly executed at the Santiago Notarial Office of Mr. Patricio Zaldívar Mackenna, amended by public deed dated March 25, 1981, executed in the presence of the same notary. ProVida was authorized to exist under Resolution No. E-006-81 dated April 1, 1981, issued by the SP, the certificate of which was recorded on page 6,060 entry number 3,268, in the Commerce Registry of Santiago for the year 1981 and published in the Chilean Official Gazette No. 30,932 on April 3, 1981.

As required by Chilean laws governing pension fund administrators, the exclusive line of business of ProVida is to collect contributions made by its participants and to invest and manage it in pension funds (Article 23, DL 3,500; Article 52, Reglamento DL 3,500), along with the delivery of benefits authorized by law (for example, it provides life and disability benefits for its participants, as well as a senior pension for participants).

The mailing address and telephone number of ProVida’s principal executive offices are:

Administradora de Fondos de Pensiones ProVida S.A.

Pedro de Valdivia 100, 1^st floor

Providencia, Santiago, Chile

Postcode 7510185

Telephone: (56 2) 2 2351 1200

MetLife Chile Acquisition Co. S.A.

MetLife Chile Acquisition Co. S.A. (before the effectiveness of the merger, “Acquisition Co.,” or, after the effectiveness of the merger, “Nueva ProVida”), TIN 76.265.736-8, is a closely-held corporation (sociedad anónima cerrada) incorporated under the laws of Chile, and it is a wholly-owned, indirect subsidiary of MetLife, Inc. It was incorporated by public deed dated February 22, 2013, executed at the Santiago Notarial Office of Mr. Iván Torrealba Acevedo. An excerpt of such instrument was recorded on page 16,784 entry number 11,041 in the Commerce Registry of Santiago for the year 2013, and published in the Chilean Official Gazette No. 40,493 on February 23, 2013.

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As of the date of this prospectus, Acquisition Co.’s capital stock is divided into 308,928,816 shares of common stock, pursuant to an amendment of the bylaws recently approved on November 12, 2014 that is in process of being registered and published. Such shares are wholly and directly owned by three (3) subsidiaries of MetLife, Inc., as follows: (i) Inversiones MetLife Holdco Dos Limitada, which owns a 45% equity interest in Acquisition Co.; (ii) Inversiones MetLife Holdco Tres Limitada, which owns a 45% equity interest in Acquisition Co.; and (iii) MetLife Chile Inversiones Limitada, which owns a 10% equity interest in Acquisition Co.

The board of directors of Acquisition Co. is composed of three members, who currently are Randal W. Haase (President), Ronald Mayne-Nicholls Secul, and Pablo Iacobelli del Río. The Chief Executive Officer of Acquisition Co. is Ronald Mayne-Nicholls Secul.

The mailing address and telephone number of Acquisition Co.’s principal executive offices are:

MetLife Chile Acquisition Co. S.A.

Agustinas 640, 18^th floor

Santiago, Chile

Postcode 8320219

Telephone (562) 2 2826 3000

The Merger (see page 24)

Pursuant to the merger agreement, ProVida will be merged with and into Acquisition Co. with Acquisition Co. being the surviving company. Under the terms of the merger agreement, Acquisition Co. will absorb ProVida pursuant to Article 99 of the LSA. Acquisition Co. will be the surviving corporation, and ProVida will cease to exist as a separate entity. Upon consummation of the merger, Acquisition Co., which is expected to have changed its name to “[ProVida A.F.P.S.A.]” upon the publication in the Chilean Official Gazette of the approval by the SP of the merger, will assume, by universal succession, all of the assets and liabilities, and will succeed to all of the rights and obligations, of ProVida.

After all of the conditions to the completion of the merger have been satisfied, Nueva ProVida will set a date for the exchange of ProVida Shares (other than those held by Acquisition Co. and its affiliates) for Nueva ProVida Shares. On the date of the exchange, each ProVida Share will be converted into one Nueva ProVida Share.

Effective Date and Completion of the Merger

Once the merger is approved by the shareholders of each of ProVida and Acquisition Co., and all of the conditions and authorizations to the completion of the merger are satisfied, the absorption merger of ProVida into Acquisition Co. shall be effective on the 60th day following the publication, in the Chilean Official Gazette, of the authorization to be issued by the SP for such merger, provided that such publication is made within 15 days following the issuance of the authorization, pursuant to article 43 of DL 3,500 (the “Effective Date”).

On the Effective Date, Nueva ProVida shall proceed to register in its shareholders’ registry all the persons who were registered in the shareholders’ registry of ProVida as of midnight on the immediately preceding day. Nueva ProVida shall also register the transfer forms duly submitted to ProVida previously, to the extent not yet registered, whereupon shareholders of ProVida shall be deemed to be shareholders of Nueva ProVida for all applicable purposes.

The board of directors of Nueva ProVida shall set a date, which could be the Effective Date or thereafter, to perform the actual exchange of the certificates representing the shares issued by ProVida for the certificates representing the shares issued by Nueva ProVida. As of midnight on the date on which such exchange occurs, the former shares issued by ProVida shall no longer be traded on any securities exchange, and the Nueva ProVida Shares shall begin trading.

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Merger Consideration (see page 30)

In the merger, each holder of ProVida Shares (other than Acquisition Co. and its affiliates) will receive one Nueva ProVida Share for each ProVida Share, which we refer to as the exchange ratio. Nueva ProVida will pay no additional consideration in cash or in kind to the shareholders of ProVida in connection with the merger.

The Nueva ProVida Shares to be issued in the merger will have similar rights (including the right to receive dividends) as the ProVida Shares prior to the merger, as set forth in ProVida’s bylaws. However, the Nueva ProVida bylaws contain a “squeeze-out” mechanism. Under this squeeze out mechanism, if (i) the controlling shareholder of Nueva ProVida launches a tender offer for 100% of the Nueva ProVida Shares, (ii) in such tender offer the controlling shareholder of Nueva ProVida acquires at least 15.0% of the issued and outstanding Nueva ProVida Shares from non-related shareholders, and (iii) as a result the controlling shareholder of Nueva ProVida reaches 95.0% or more of the then outstanding Nueva ProVida Shares; then such controlling shareholder would be entitled to require that the remaining shareholders of Nueva ProVida sell their Nueva ProVida Shares to such person in accordance with Chilean law.

ProVida’s shareholders will not be diluted as a consequence of the merger, and therefore, immediately following consummation of the merger, subject to any exercise of withdrawal rights, ProVida shareholders (other than Acquisition Co. and its affiliates), are expected to hold Nueva ProVida Shares representing the same percentage held in the aggregate by such shareholders in ProVida immediately prior to the effective time of the merger, and MetLife, Inc. and its affiliates will own the same percentage held in the aggregate by such parties in ProVida immediately prior to the effective time of the merger.

Shareholders of ProVida Entitled to Vote; Vote Required (see page 33)

Pursuant to Article 62 of the LSA and ProVida’s bylaws, only those shareholders whose shares are registered in the Shareholders Registry as of midnight five business days prior to the date of the meeting may take part in the ProVida special shareholders’ meeting and exercise their rights to speak and vote. Therefore, all ProVida shareholders who hold ProVida Shares of record as of midnight on December 22, 2014 will be entitled to attend and vote at the special shareholders’ meeting to approve the merger.

ProVida’s bylaws provide that holders may cast one vote for each ProVida Share that they own on December 22, 2014.

For those shareholders who will not attend the special shareholders’ meeting in person, Chilean law permits all shareholders entitled to vote to be duly represented by means of a power of attorney granted in accordance with Chilean law to an attorney-in-fact who must attend the meeting in person and vote the shares on such holder’s behalf.

In order to effect the merger, ProVida shareholders and Acquisition Co. shareholders must approve the merger of ProVida into Acquisition Co. as contemplated by the merger agreement. The merger requires the approval of at least two-thirds of the votes cast at the ProVida special shareholders’ meeting and the Acquisition Co. special shareholders’ meeting, where at least a majority of the issued share capital of each respective company is present or represented at the meeting. Acquisition Co. owns approximately 93.2% of ProVida’s shares and will vote these shares in favor of the merger at the ProVida special shareholders’ meeting. As a result, approval of the merger by ProVida’s shareholders is assured. MetLife, Inc. indirectly owns 100% of the shares of Acquisition Co. and will vote these shares in favor of the merger. As a result, approval of the merger by Acquisition Co.’s shareholders is assured.

Directors and Management of the Surviving Company After the Merger (see page 28)

The surviving company shall be known as “[ProVida A.F.P.S.A.]” upon the effectiveness of the merger. The executive offices of Nueva ProVida will be located at Pedro de Valdivia 100, 1^st floor, Providencia, Santiago,

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Chile, Postcode 7510185. Immediately following the merger, the senior management and the directors of Acquisition Co. shall resign and the senior management and executives of ProVida, shall become the senior management and executives of Nueva ProVida and the board of directors of ProVida will become the board of directors of Nueva ProVida.

Bylaws of the Surviving Company

Prior to or upon effectiveness of the merger, the bylaws of the surviving company will be adjusted to those of a single-purpose corporation engaged in the management of pension funds and to those of a publicly held corporation registered in the securities registry kept by the SVS, which shall also be approved at the special shareholders’ meeting of ProVida. It is expected that the bylaws will be substantially the same as those of ProVida, including a similar name, the same corporate purpose, and the same administration; provided, however, that the bylaws of the surviving company will include a squeeze-out right, if approved at the special shareholders’ meeting of Acquisition Co. (see “PART FOUR—INFORMATION ABOUT METLIFE CHILE ACQUISITION CO. S.A.—History and development of Acquisition Co.”).

Ownership of Nueva ProVida After the Merger (see page 26)

ProVida’s shareholders will not be diluted as a consequence of the merger, and therefore, immediately following consummation of the merger, subject to any exercise of withdrawal rights, ProVida shareholders (other than Acquisition Co. and its affiliates), are expected to hold Nueva ProVida Shares representing the same percentage held in the aggregate by such shareholders in ProVida immediately prior to the effective time of the merger, and MetLife, Inc. and its affiliates will own the same percentage held in the aggregate by such parties in ProVida immediately prior to the effective time of the merger.

The Nueva ProVida Shares issued pursuant to the merger shall have similar voting rights and rights to dividends as ProVida Shares currently outstanding.

Security Ownership by Management of ProVida and Acquisition Co. (see page 34)

As of the date of this prospectus, no member of the board of directors, or any member of the senior management of either ProVida or Acquisition Co. is the beneficial owner of more than one percent of the shares of either ProVida or Acquisition Co.

Admission to Trading and Listing of Nueva ProVida Shares (see page 34)

Nueva ProVida is not required to ensure that the shares issued in the merger are admitted to trading and listed on the New York Stock Exchange (“NYSE”), or to enter into a deposit agreement for the issuance of American depositary shares representing such shares. It is not currently expected that the Nueva ProVida Shares will be voted or traded on the NYSE. The Nueva ProVida Shares will be listed on the Santiago Stock Exchange (Bolsa de Comercio de Santiago), the Chilean Electronic Stock Exchange (Bolsa Electrónica de Chile) and the Valparaiso Stock Exchange (Bolsa de Valores de Valparaiso).

Appraisal/Withdrawal Rights in the Merger (see page 34)

ProVida shareholders will not have any appraisal rights under Chilean law or under ProVida’s bylaws in connection with the merger, and neither ProVida nor Acquisition Co. will independently provide ProVida shareholders with any such rights. However, ProVida shareholders who vote against approval of the merger and who provide ProVida with the required notice of withdrawal, or who have not attended such meeting but indicate afterward their disagreement with it by delivering a written notice to ProVida within 30 calendar days after such meeting, will have the right to withdraw from ProVida in accordance with Article 69 of the LSA. See “PART THREE—THE MERGER—Appraisal Rights/Withdrawal Rights of ProVida Shareholders.”

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PART TWO—RISK FACTORS

In addition to the other information included in this prospectus, including the matters addressed under “Cautionary Statement Concerning Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote to adopt the merger of ProVida into Acquisition Co. as contemplated by the merger agreement. ProVida’s or Nueva ProVida’s business, financial condition or results of operation could be materially and adversely affected by any of these risks.

Risks Related to the Merger

The consummation of the merger is subject to certain conditions, approvals and authorizations that may delay or even frustrate the whole merger proposal.

ProVida is a special-purpose company subject to the oversight and control of the Chilean Pensions Superintendency or SP. As a pension fund administrator or AFP, ProVida must comply with Decree Law 3,500 and its Regulations, which regulate the Chilean pensions system. In all those matters not regulated by Decree Law 3,500 and its Regulations, AFPs are governed “by the law applicable to publicly held corporations” (Article 132 LSA; Article 52 RSA).

Consequently, the proposed merger will require prior authorizations granted by the SP, including the approval of Acquisition Co. to operate as an AFP and the approval of the merger.

The processes of obtaining the SP resolution that authorizes Acquisition Co. to exist and operate as an AFP could take a longer period of time than estimated.

During the process to obtain authorization from the SP for Acquisition Co. to operate as an AFP, petitioners may be requested to submit certain documents concerning the suitability of the company and the background of the constituents, according to Article 24A of DL 3,500. The list of documents to be submitted is detailed in the rules issued by the SP. However, the SP has the authority to request any other document that it shall consider necessary for the purposes of complying with provisions of Article 24A of DL 3,500. The exercise of this authority could delay the process of the merger.

The filing required for approval by the SP of Acquisition Co.’s existence and operation as an AFP will be evaluated in light of the “convenience” of operating a new AFP.

According to Article 130 of LSA, the operation of an AFP requires the submission of a filing to the SP, detailing the new company’s structure, line of business, financial and other information. The assessment of the filing, performed by the Superintendent of Pensions, shall be made particularly in accordance with the “convenience” of operating a new AFP. No assurance can be given that the SP will grant its approval.

Investors who own ProVida Shares but who do not wish to hold Nueva ProVida Shares may sell the Nueva ProVida Shares they receive or expect to receive in the merger. This may put downward pressure on the market price of the Nueva ProVida Shares that you will receive in the merger.

For a number of reasons, some shareholders of ProVida may wish to sell their ProVida Shares prior to completion of the merger or to sell the Nueva ProVida Shares that they will receive in the merger. These sales or the prospect of future sales could adversely affect the market price for ProVida Shares and Nueva ProVida Shares.

The value of the Nueva ProVida Shares at the time you receive them could be less than at the time you vote on the merger.

In the merger, each ProVida Share will be exchanged for one Nueva ProVida Share. The exchange ratio will not be adjusted to reflect any changes in the business, operations or prospects of ProVida or Nueva ProVida, market reactions to the merger, general market and economic conditions or any other factors between the date the merger is approved and the date it is consummated.

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Nueva ProVida may be unable to fully realize the anticipated benefits of the merger.

No assurance can be given that the benefits expected to be achieved by Nueva ProVida will be realized. The tax benefits may not be realized if, among other reasons, (i) the merger is not considered to be initiated before January 1, 2015 according to the interpretation of the Chilean Tax Administration (Servicio de Impuestos Internos, the “Chilean Tax Administration”) or (ii) the merger is not consummated on or before December 31, 2015. The value of the Nueva ProVida shares could be adversely affected to the extent Nueva ProVida fails to realize the Chilean tax benefits.

Risks Related to Chile

Political developments in Chile may adversely affect Nueva ProVida.

ProVida and several of its subsidiaries are Chilean companies with all or a substantial portion of their operations located in Chile. As of September 30, 2014, 99.9% of ProVida’s assets and operations, on a consolidated basis, were located in Chile. In addition, approximately 98.8% of ProVida’s sales and revenue, on a consolidated basis, are derived from sales in Chile. Nueva ProVida is expected to continue ProVida’s operations. Therefore, Nueva ProVida’s business strategies, financial condition and results of operations could be adversely affected by changes in policies of the Chilean government, other political developments in or affecting Chile, and regulatory and legal changes or administrative practices of Chilean authorities, over which Nueva ProVida will have no control.

A downturn in the Chilean economy may adversely affect Nueva ProVida.

ProVida conducts its operations in Chile and Nueva ProVida is expected to continue such operations. Accordingly, the results of Nueva ProVida’s operations and financial condition are sensitive to and dependent upon the level of economic activity in Chile. Chile’s recent rates of gross domestic product growth may decline in the future, and future developments in or affecting the Chilean economy could impair Nueva ProVida’s ability to proceed with its business plan or materially adversely affect its business, financial condition or results of operations.

Risks Related to Nueva ProVida

The economic situation in Chile will significantly affect Nueva ProVida’s results.

The main source of Nueva ProVida’s revenues from operations will come from the monthly fees charged to its contributors for mandatory contributions made in their individual capitalization accounts, which are compulsory for every salaried worker as long as there is a labor contract in force. These represented 95.2% of the total revenues from operations of ProVida for the nine months ended September 30, 2014. As a result, the economic situation in Chile related to economic activity indicators and employment conditions will significantly affect the Nueva ProVida’s results.

Macroeconomic conditions affect the financial capacity of employers and/or entrepreneurs, which might produce a drop in the number of employee contributors or a lack of capacity for creating new jobs, and decrease the salary of workers. Therefore, both variables—number of employee contributors and average salary—determine the salary base of the contributors and affect Nueva ProVida’s results. An increase in the unemployment rate negatively affects Nueva ProVida’s results and, depending on its magnitude, the impact could be significant.

Additionally, Nueva ProVida’s financial condition and operations results could also be adversely affected by changes in the economic policies implemented by the Chilean Government, political or economic developments in Chile or those affecting Chile. Changes in the development of the Chilean economy could adversely affect Nueva ProVida’s ability to develop its business strategy.

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Natural disasters occurring in Chile could be another factor affecting the country’s economy and thus Nueva ProVida’s results if they affect the unemployment level in the country, result in tax increases or cause significant damage to Nueva ProVida’s assets.

Pension funds are global investors, which are affected by the economies of neighboring countries as well as by worldwide economic development.

Pension funds, such as those to be managed by Nueva ProVida, are global investors and are therefore affected by both the economies of neighboring countries as well as by worldwide economic factors. In recent years, pension fund returns have been subject to volatility in international and local financial markets, where foreign investments represented 45.0% of ProVida’s total assets under management as of September 30, 2014.

The worldwide economy could affect Nueva ProVida’s returns obtained on mandatory investments and therefore its net profit.

Nueva ProVida will have limitations on significantly increasing its market position.

According to official statistics released by the SP, ProVida has maintained a leading position in the private pension system since its incorporation, which has led to a market share of 35% in terms of number of participants and 28% in terms of assets under management. Nueva ProVida is expected to continue ProVida’s operations. Given its position in this market and its relative size, it is highly probable that competitors will take steps toward attracting participants from Nueva ProVida and persuading them to transfer their funds and make contributions to other AFPs, limiting Nueva ProVida from significantly increasing its market share. A decrease in Nueva ProVida’s participant portfolio could have a negative impact on its revenues from operations.

Nueva ProVida will be limited in its ability to improve the performance of its assets under management.

ProVida’s assets under management, totaling MCh$27,389,600 (US$45.7 billion) as of September 30, 2014, are very large with respect to the size of the local capital market measured by its total capitalization. Nueva ProVida is expected to continue ProVida’s operations. This reduces Nueva ProVida’s flexibility to significantly modify its portfolio structures, and consequently to improve the return offered to its participants. Additionally, in situations of instability or uncertainty in the markets, Nueva ProVida’s reactive capacity is likely to be limited. In this context, Nueva ProVida cannot ensure that it will be able to maintain a sufficient rate of return on its pension funds to decrease the number of participant transfers. Any decrease in Nueva ProVida’s participant portfolio could have a negative impact on its revenues from operations.

Additionally, if pension fund returns managed by Nueva ProVida do not achieve the legal minimum return established by law, due to any instability or uncertainty in capital markets as described above, Nueva ProVida could lose part of its mandatory investments aimed at covering this difference. See “PART FIVE—INFORMATION ABOUT ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.—Business Overview—Principal activities—Investment services for participants’ contributions in the pension funds.” This portion must be replenished in a maximum term of 15 days to fulfill the legal requirement to maintain a reserve equal to 1% of the value of each pension fund under management and to continue with its business with the consequent reduction in Nueva ProVida’s equity.

Nueva ProVida will be operated in a regulated market in which its flexibility to manage its business is limited.

Nueva ProVida’s operations will be regulated by the Pension Law and, to the extent applicable, the Chilean Corporations Law. The Pension Law defines the scope of the business of pension fund administrators, which will only permit Nueva ProVida to engage in the administration of its pension funds and the rendering of related benefits. Nueva ProVida will also be authorized to establish local related corporations that may complement its line of business or invest in pension fund administrators or entities located in other countries whose business is related to pension matters.

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Regarding pension fund investments, Nueva ProVida must invest such assets in accordance with the types of instruments and within the ranges of assets and maximum percentages allocated per investment and fund type authorized by the Pension Law.

In addition, the Pension Law requires each AFP to maintain a minimum reserve fund known as mandatory investment equal to 1% of the value of each pension fund under management in order to provide a minimum return on investments for each of its pension funds. This minimum return is based on a weighted average of the return by all pension funds in the AFP system in a 36-month period. This requirement has been designated in accordance with different portfolio compositions, giving those with a higher component of variable income and therefore higher volatility (funds Type A and B), a larger margin to achieve the requirement. If a fund’s return for a certain month is lower than the minimum return, the AFP must cover the difference within a five-day period. To do so, the AFP is permitted to apply funds from the mandatory investments, and in that event, such amount must be refunded within 15 days. In accordance with the Pension Law, if an AFP fails to comply with either the minimum return requirement or the minimum reserve fund requirement, it may eventually be required to be dissolved. See “PART FIVE—INFORMATION ABOUT ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.—Business Overview—Principal activities—Investment services for participants’ contributions in the pension funds.”

The Pension Reform Law (as defined below) increased the investment limits for the pension funds. However, Nueva ProVida cannot ensure that it will be able to fulfill minimum return requirements or the minimum reserve.

Nueva ProVida’s business and results of operations may be affected by changes in laws, regulations or Chilean Government proposals.

On January 16, 2008, the Pension Reform Law in relation to the private pension system (the “Pension Reform Law”) was approved and was published as the Republic Law (N° 20,255) in the Chilean Official Gazette on March 17, 2008. The first changes in the system started to be implemented on July 1, 2008. Changes introduced by the reform cover four areas: coverage improvement, new industrial organization, investments and new institutional framework.

As a result of the implementation of the Pension Reform Law, there is a bidding process for all new participants entering the system every two years beginning in July 2010 and for a 24-month period, whereby the AFP offering the lowest variable fee is awarded the new participant`s accounts. This fee must be lower than the lowest fee operating in the industry and must apply to the AFP’s entire portfolio and not only to the portion awarded.

The approved reform consolidates the current private pension system and is considered to provide an adequate legal framework for AFPs to continue developing their activities. The mandated coverage improvement offers a new business opportunity for AFPs. Additionally, the flexibility to invest in alternatives raises the possibility of increased competition.

However, future changes in laws or regulations in Chile may have a negative effect on Nueva ProVida’s financial results.

In addition, Nueva ProVida will be subject to changes in tax laws. On September 29, 2014, Law No. 20,780 was published in the Chilean Official Gazette (the “Tax Reform”), introducing significant changes to the Chilean taxation system and strengthening the powers of the Chilean Tax Administration to control and prevent tax avoidance. The Tax Reform contemplates, among other matters, changes to the corporate tax regime to create two tax regimes. Starting on January 1, 2017, Chilean companies will be able to opt between two tax systems: (i) the partially integrated regime (sistema parcialmente integrado); or (ii) the attributable taxation regime (sistema de renta atribuida). In both regimes, the corporate tax rate will be gradually increased to 24% in 2016 (21% in 2014, 22.5% in 2015 and 24% in 2016). Starting January 1, 2017, the corporate tax rate will be increased to 25% if the attributable taxation regime is chosen. If the regime chosen is the partially-integrated one the corporate tax will be 25.5% in 2017 and 27% in 2018. 

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Even though the abovementioned election must be made for tax purposes between June and December of 2016, for purposes of its financial statements from 2014 onwards, it is expected that Nueva ProVida will register its liabilities and assets for deferred taxes according to the corporate tax rate that will be applicable under the attributable taxation regime. If Nueva ProVida finally elects the partially integrated regime for tax purposes in 2016, Nueva ProVida shall adjust the book results of its financial statements.

Nueva ProVida will be exposed to the credit risk of its insurers such that the risk of failure of an insurer to pay any required shortfall amount is borne by ProVida.

Under the Pension Reform Law, the pension fund administrators together must purchase insurance for their affiliates, called life and disability insurance (SIS). The right to provide such insurance is awarded through a bidding process, which is carried out by all AFPs.

In the case of bankruptcy of all involved insurance companies, the State guarantees the necessary additional contributions to complete the required amount to finance the life and disability pension through the State guarantee. The coverage of such guarantee is 100% of the prevailing minimum pension and 75% of the excess of the pension with a maximum of UF 45 per month (MCh$1 approximately) for each beneficiary or pensioner.

The significant share ownership of Nueva ProVida’s principal shareholder may have an adverse effect on the future market value of Nueva ProVida Shares.

Upon consummation of the merger, MetLife, Inc. and its affiliates will continue to beneficially own in the aggregate approximately 93.2% of the outstanding shares of the merged company. A disposition by MetLife, Inc. and its affiliates of a significant number of the shares of the merged company, or the perception that such a disposition might occur, could adversely affect the trading price of Nueva ProVida Shares on the Santiago Stock Exchange, the Valparaíso Stock Exchange and the Electronic Stock Exchange.

Nueva ProVida’s principal shareholder will be able to exercise significant control over Nueva ProVida, which may result in conflicts of interest.

Upon consummation of the merger, MetLife, Inc. and its affiliates will continue to beneficially own approximately 93.2% of the outstanding Nueva ProVida Shares and will continue to be in a position to direct Nueva ProVida’s management and to determine the result of substantially all matters submitted for a vote to Nueva ProVida shareholders, including the election of a majority of the members of Nueva ProVida’s board of directors, determining the amount of dividends distributed by Nueva ProVida (subject to the legally mandated minimum of 30% of net income), adopting amendments to Nueva ProVida’s by-laws, enforcing or waiving Nueva ProVida’s rights under existing agreements, leases and contractual arrangements and entering into agreements with entities affiliated with MetLife, Inc. The interests of MetLife, Inc. and its affiliates may conflict with your interests as a holder of Nueva ProVida Shares.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements based on estimates and assumptions. Forward-looking statements include, among other things, statements concerning the business, capital expenditures, competition and sales, future financial condition, results of operations and prospects of ProVida and Acquisition Co. (and Nueva ProVida, following consummation of the merger).

Certain statements contained in this prospectus are forward-looking statements and are not based on historical fact, such as statements containing the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words or are tied to future periods. These forward-looking statements are subject to risks, uncertainties and assumptions.

Factors that could cause actual results to differ materially and adversely include, but are not limited to:

Forward-looking statements speak only as of the date they are made. ProVida and Acquisition Co. (and Nueva ProVida, following consummation of the merger) undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. In light of these limitations, you should not place undue reliance on forward-looking statements contained in this prospectus.

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EXCHANGE RATES

The following table sets forth, for the periods and dates indicated, certain information concerning the exchange rate between the Chilean peso and the US dollar. Such exchange rates are provided solely for convenience and are not necessarily the exchange rates used by Acquisition Co. and ProVida in the preparation of the financial statements included in this prospectus. No representation is made to the effect that the Chilean peso could have been, or could be, converted into US dollars at the exchange rates indicated below or at any other exchange rate. There can be no assurance that the Chilean peso will not depreciate or appreciate again in the future.

Nominal Rate of Exchange

(Chilean pesos per US$1.00)

Source: Chilean Central Bank.

Nominal Rate of Exchange

(Chilean pesos per US$1.00)

Source: Chilean Central Bank.

According to the latest information published by the Chilean Central Bank as of the date of issuance of this prospectus, the exchange rate on November 14, 2014 was Ch$594.14 per US$1.00.

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PART THREE—THE MERGER

THE MERGER

The following is a description of the material aspects of the merger. While ProVida and Acquisition Co. believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. ProVida and Acquisition Co. encourage you to read carefully this entire prospectus, including the merger agreement, a copy of which is attached to this prospectus as Annex  A, for a more complete understanding of the merger agreement and the transactions contemplated thereby.

The Parties

Acquisition Co. is a Chilean closed corporation (sociedad anónima cerrada) organized under the laws of Chile that is a wholly-owned, indirect subsidiary of MetLife, Inc. It was formed solely for the purpose of acquiring ProVida Shares and ADSs. For further information, see “PART FOUR—INFORMATION ABOUT METLIFE CHILE ACQUISITION CO. S.A.—History and development of Acquisition Co.”

ProVida is a corporation (sociedad anónima) organized under the laws of Chile and designated thereunder as a pension fund administrator or AFP. As required by Chilean laws governing pension fund administrators, the exclusive line of business of ProVida is to collect contributions made by its participants and to invest and manage it in pension funds (Article 23, DL 3,500; Article 52, Reglamento DL 3,500), along with the delivery of benefits authorized by law (for example, it provides life and disability benefits for its participants, as well as a senior pension for participants). For further information, see “PART FIVE—INFORMATION ABOUT ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.—History and development of ProVida.”

General Information Concerning the Merger

On the Effective Date, ProVida will merge into Acquisition Co. by way of absorption by Acquisition Co. of ProVida, without liquidation of ProVida. The surviving company will be known as “[ProVida A.F.P.S.A.]” upon the effectiveness of the merger. ProVida shareholders (other than Acquisition Co. and its affiliates) will receive the merger consideration upon the terms set forth in the merger agreement and as further described under “PART THREE—THE MERGER AGREEMENT— Merger Consideration.”

Background of the Merger

On September 29, 2014, the new Chilean Tax Law 20,780 was enacted. Upon the law’s enactment, Acquisition Co. and its affiliates, together with its advisors, started evaluating potential effects of such law on Acquisition Co. and its affiliates, as well as on ProVida.

On November 12, 2014, a special shareholders’ meeting of Acquisition Co. approved a decrease in the number of shares into which the capital of Acquisition Co. is divided, from 2,081,600,000 to 308,928,816, without reducing its corporate capital or affecting the rights and preferences of shares in Acquisition Co. Such amendment is in the process of being registered in the Registry of Commerce and published in the Chilean Official Gazette.

Also on November 12, 2014, the board of directors of Acquisition Co. approved the merger agreement, and sent it to its shareholders for their consideration. Afterwards, the merger agreement was executed by and among Acquisition Co.’s shareholders (Inversiones MetLife Holdco Dos Limitada, Inversiones MetLife Holdco Tres Limitada, and MetLife Chile Inversiones Limitada) on the one hand, and Acquisition Co. (as ProVida’s controlling shareholder) on the other hand. The merger agreement sets forth mutual obligations for the completion of the absorption of ProVida by Acquisition Co. A duly appointed representative of Acquisition Co. then delivered a letter to the Chairman of the board of directors of ProVida, requesting the convening of a special shareholders’ meeting for approval of the merger.

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On November 17, 2014, the board of directors of ProVida approved the financial statements and the submission of the background information for the merger to the shareholders (the merger agreement and expert’s report) and called for a special shareholders’ meeting. On November 18, 2014, ProVida, filed a material event notice (hecho esencial), announcing the calling of the special shareholders’ meeting. The board of directors of Acquisition Co. will approve the audited financial statements and the expert report and call for a special shareholders’ meeting to be held on or about December 29, 2014.

Reasons for the Merger

Acquisition Co., the controlling shareholder of ProVida, has proposed the merger in order to simplify the corporate structure of the MetLife group following the acquisition by MetLife, Inc. and its affiliates of approximately 93.2% of ProVida. Acquisition Co. also believes that the merger of ProVida into Acquisition Co. will result in significant tax efficiencies for the benefit of all shareholders of Nueva ProVida, including such shareholders that are not affiliated with Acquisition Co. Among other things, as a result of the merger, Nueva ProVida may allocate the Tax Goodwill originated upon the merger among the non-monetary assets that Nueva ProVida receives as a consequence of the merger, up to the market value of such non-monetary assets. Under Chilean tax law, provided the proposed merger is initiated before January 1, 2015 and is consummated on or before December 31, 2015, the portion of the Tax Goodwill that may not be distributed among the non-monetary assets (the excess above their fair market value) will be considered, for tax purposes, as a deferred expense and must be deducted in equal parts by Nueva ProVida in a term of 10 consecutive commercial exercises (or years), counted from the commercial exercise (or year) in which the Tax Goodwill was generated. If the merger is not consummated within such term, the excess amount of the Tax Goodwill shall be recorded by Acquisition Co. as an intangible asset that cannot be depreciated or amortized for tax purposes until Acquisition Co. is dissolved or liquidated.

Exchange Ratio Determination of Chilean Financial Expert

An international accounting firm (the “Financial Expert”) was retained in accordance with requirements under Chilean law to conduct the exchange ratio calculations with respect to the merger.

On November 17, 2014, the Financial Expert, as required under Chilean law, presented the results of its exchange ratio determination to the board of directors of both Acquisition Co. and ProVida. The Financial Expert determined an exchange ratio in the merger of one to one. The Financial Expert’s analysis was prepared for the use of the respective shareholders of Acquisition Co. and ProVida, does not address the fairness of the exchange ratio in the merger and does not constitute a recommendation to Acquisition Co., ProVida or any other person with respect to the merger or to any shareholder of Acquisition Co. or ProVida as to how such shareholder should vote with respect to the merger.

The following is a summary of the equity values for Acquisition Co. and ProVida based on the exchange ratio determination by the Financial Expert.

In performing its exchange ratio determination, the Financial Expert, among other things:

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The Financial Expert also held discussions with certain members of the management of Acquisition Co. and ProVida with respect to the past and current business operations of Acquisition Co. and ProVida, the financial condition and future prospects and operations of Acquisition Co. and ProVida, and certain other matters the Financial Expert believed necessary or appropriate to its inquiry.

The Financial Expert relied upon and assumed, without assuming responsibility or liability for independent verification, the accuracy and completeness of all information that was publicly available or that was furnished to or discussed with it by Acquisition Co. and ProVida or otherwise reviewed by the Financial Expert. The Financial Expert did not conduct and was not furnished any valuation or appraisal of any assets or liabilities, nor did the Financial Expert evaluate the solvency of Acquisition Co. and ProVida under any laws relating to bankruptcy, insolvency or similar matters. The Financial Expert did not perform an audit of the financial statements of Acquisition Co. or ProVida. In relying on financial analyses and forecasts provided to it, the Financial Expert assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Acquisition Co. and ProVida to which such analyses or forecasts relate. The Financial Expert expressed no view as to such analyses or forecasts or the assumptions on which they were based.

The Financial Expert’s work was based on economic, market and other conditions as in effect on, and the information made available to the Financial Expert as of, the presentation of such analyses to the respective shareholders of Acquisition Co. and ProVida. Subsequent developments may have affected or may hereafter affect such analyses, and the Financial Expert does not have any obligation to update, revise, or reaffirm such analyses. The Financial Expert has expressed no opinion as to the fairness of the exchange ratio in the merger, the underlying decision by Acquisition Co. and its shareholders to engage in the merger, the price at which Nueva ProVida Shares or ProVida Shares will trade at any time, whether before or after the closing of the merger, or any other matter.

The summary set forth above is a materially complete description of the material analyses or data presented by the Financial Expert. However, the work performed is a complex process and is not necessarily susceptible to partial analysis or summary description. The Financial Expert believes that the summary set forth above and its determination must be considered as a whole and that selecting portions thereof, without considering all of its analyses, could create an incomplete view of the processes underlying its analyses. The Financial Expert based its analyses on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions and industry-specific factors. The other principal assumptions upon which the Financial Expert based its analyses are set forth above. The Financial Expert’s analyses are not necessarily indicative of actual values or actual future results that might be achieved, which values may be higher or lower than those indicated. Moreover, the Financial Expert’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold.

Ownership of Nueva ProVida After the Merger

ProVida’s shareholders will not be diluted as a consequence of the merger, and therefore, immediately following consummation of the merger, subject to any exercise of withdrawal rights, ProVida shareholders (other than Acquisition Co. and its affiliates), are expected to hold Nueva ProVida Shares representing the same percentage held in the aggregate by such shareholders in ProVida immediately prior to the effective time of the merger, and MetLife, Inc. and its affiliates will own the same percentage held in the aggregate by such parties in ProVida immediately prior to the effective time of the merger.

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The Nueva ProVida Shares issued pursuant to the merger shall have the same voting rights and rights to dividends as those ProVida Shares currently in circulation.

Plans for Nueva ProVida Following the Merger

Upon consummation of the merger, ProVida shall be dissolved and absorbed into Nueva ProVida, the latter acquiring all the assets, liabilities and equity of ProVida, and succeeding ProVida in all its rights and obligations. ProVida’s dissolution shall occur without requiring its winding-up, since its shareholders shall become shareholders of Nueva ProVida, except for those who wish to exercise their right to withdraw in accordance with Article 69 of the LSA.

Nueva ProVida shall become solely responsible for the payment of all the debts or liabilities directly, indirectly or potentially owed by ProVida, whether to its shareholders, workers, vendors, banks, financial institutions, companies and in general with any individual or body corporate, in time and form as incurred by ProVida, benefitting from or being affected by all the terms, conditions, modalities, guarantees and exceptions of ProVida in relation to such liabilities, since, as a result of the merger, Nueva ProVida shall be deemed the successor-in-interest of ProVida for all legal purposes.

Nueva ProVida shall be jointly and severally liable and shall undertake to pay the applicable taxes, as per the respective winding-up balance sheets to be prepared by ProVida pursuant to article 69 of the Chilean tax code.

The business of Nueva ProVida and its subsidiaries following the merger will be the same business of ProVida and its subsidiaries prior to the merger. The surviving company shall be known as “[ProVida A.F.P.S.A.]” upon the effectiveness of the merger. The executive offices of the surviving company will continue to be located in Santiago, Chile. Upon consummation of the merger, the senior management and directors of Acquisition Co. shall resign and the senior management and directors of ProVida shall become the senior management and directors of Nueva ProVida.

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U.S. Federal Income Tax Consequences of the Merger

The merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, a U.S. Holder of ProVida Shares generally will not recognize any gain or loss on the exchange of ProVida Shares for Nueva ProVida Shares.

See “PART THREE—THE MERGER—MATERIAL UNITED STATES TAX CONSEQUENCES—U.S. Federal Income Tax Consequences to U.S. Holders of the Merger” beginning on page 35 for a more complete discussion of the U.S. federal income tax consequences of the merger.

Material Chilean Tax Consequences

The exchange of ProVida Shares for Nueva ProVida Shares will not result in the recognition of income, gain or loss to foreign holders for Chilean income tax purposes, except to the extent of any cash paid to dissenting shareholders upon their exercise of the right to withdraw from ProVida.

The ownership of Nueva ProVida Shares by Foreign Holders will not result in the recognition of income, gain or loss to Foreign Holders for Chilean income tax purposes, except to the extent of any dividend payment or income attribution (the latter, in case the attributed tax regime is elected by Nueva ProVida from 2017 onwards). Dividend payments would be subject to a 35% withholding tax, being the corporate tax paid by Nueva ProVida creditable against the former. Withholding tax should be declared and paid by Nueva ProVida upon dividend payments, with no liability to the foreign holders for any tax return regarding this specific income. The transfer of Nueva ProVida Shares may trigger an up to 35% withholding tax over the capital gain produced in the sale. Special tax or exemption regimes for capital gain produced in the sale of shares could be available depending on some characteristics of the holder, the shares, the traded market and the acquirer.

See “PART THREE—THE MERGER—MATERIAL CHILEAN TAX CONSEQUENCES” beginning on page 38 for a more complete discussion of the material Chilean income tax consequences of the merger.

Conditions to the Merger

The merger is subject to the following conditions:

Acquisition Co. owns approximately 93.2% of ProVida’s shares and Acquisition Co. will vote these shares in favor of the merger at the ProVida special shareholders’ meeting. MetLife, Inc. indirectly owns 100% of the shares of Acquisition Co. and will vote these shares in favor of the merger. As a result, approval of the merger by shareholders of ProVida and Acquisition Co. is assured.

Regulatory Matters

The merger is not subject to any additional regulatory requirements of any municipal, state, federal or foreign governmental agencies other than those mentioned in this prospectus.

Material Effects of the Merger; Directors and Management of the Surviving Company After the Merger

Upon consummation of the merger, the management and the board of directors of ProVida will become the management and board of directors of Nueva ProVida and continue their duties and responsibilities, and the new board of directors of Nueva ProVida shall assume full control of the surviving company.

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Appraisal Rights/Withdrawal Rights of ProVida Shareholders

Pursuant to the Chilean Corporations Law, ProVida shareholders who dissent from approval of the merger will not have appraisal rights. However, ProVida shareholders who vote against approval of the merger during the special shareholders’ meeting or who have not attended such meeting but indicate afterward their disagreement with it by delivering a written notice to ProVida, will have the right to withdraw from ProVida in accordance with Article 69 of the LSA, provided that they send a written notice of their objection to the merger and expressly declare their intention to withdraw from ProVida within 30 calendar days from the date on which the merger is approved. Dissenting shareholders shall be entitled to receive from ProVida a cash payment per share equivalent to the weighted average of the sales prices per share for the ProVida Shares as reported on the Chilean stock exchanges on which the shares are quoted for the 60-trading day period that is between the 90th trading day and the 30th trading day preceding the shareholders’ meeting giving rise to the withdrawal right. If, because of the volume, frequency, number and diversity of the buyers and sellers, the SVS determines that the ProVida Shares are not actively traded on a stock exchange, the price paid per share to the dissenting shareholder shall be the book value. Book value per share for this purpose shall be equal to the paid capital of ProVida plus (x) reserves and (y) profits, less losses, divided by the total number of shares outstanding, whether fully paid or not. For the purpose of making this calculation, the most recent available consolidated statements of financial position are used, as adjusted to reflect inflation up to the date of the shareholders’ meeting which gave rise to the withdrawal right.

Accounting Treatment by Nueva ProVida

The transaction will be accounted for as an acquisition of a non-controlling interest.

Exchange of Stock Certificates by ProVida Shareholders

Once the merger is approved by the shareholders of ProVida and Acquisition Co. at their respective special shareholders’ meetings, and all of the conditions and authorizations to the completion of the merger are satisfied, the absorption merger of ProVida into Acquisition Co. shall be effective on the 60th day following the publication, in the Chilean Official Gazette, of the authorization to be issued by the SP for such merger, provided such publication is made within 15 days following the issuance of the authorization, pursuant to article 43 of DL 3,500. On the Effective Date, Nueva ProVida shall proceed to register, in its shareholders’ registry, all the persons who were registered in the shareholders’ registry of ProVida as of the midnight of the immediately preceding day. Nueva ProVida shall also register the transfer forms duly submitted to ProVida previously, to the extent not yet registered, whereupon the shareholders of ProVida shall be deemed to be shareholders of Nueva ProVida for all applicable purposes, as per the approved exchange ratio.

The board of directors of Nueva ProVida shall set a date, which could be the same as the Effective Date or thereafter, to perform the actual exchange of the certificates representing the ProVida shares for certificates representing the Nueva ProVida shares. From midnight on that date, the ProVida Shares shall no longer be traded on any securities exchange, and the Nueva ProVida Shares shall begin trading.

Effects of the Merger on ProVida ADR Holders

The deposit agreement among ProVida, The Bank of New York Mellon and holders of ADSs, dated as of November 22, 1994, as amended and restated as of February 7, 1996, as further amended and restated as of August 19, 1999 (the “Deposit Agreement”), governing the ADSs was terminated on September 18, 2014. Accordingly, the ADSs were delisted from the New York Stock Exchange at the opening of business on October 3, 2014.

Pursuant to the terms of the Deposit Agreement, ADS holders have until March 17, 2015 to surrender their ADSs to The Bank of New York Mellon in exchange for the underlying shares of ProVida. If the merger becomes effective before March 17, 2015, The Bank of New York Mellon will exchange the ProVida Shares that it holds for Nueva ProVida Shares and the securities underlying the ADSs will thus be Nueva ProVida Shares such that,

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upon surrender of the ADSs between the effective date of the merger and such date after March 17, 2015 on which The Bank of New York Mellon shall have sold such shares, you would receive Nueva ProVida Shares. Upon such surrender of ADSs for the purpose of withdrawal, you would be free to hold such shares or to sell such shares, including on the Santiago Stock Exchange, the Electronic Stock Exchange, the Valparaiso Stock Exchange and any other stock exchanges on which such ProVida Shares, and after the merger Nueva ProVida Shares, are expected to trade. Delivery of the underlying shares may require the ADS holder to have a bank account in Chile as well as its local bank/agent to have instructions to receive such shares from The Bank of New York Mellon’s custodian. The ADS holder or its broker must contact the ADS holder’s bank/agent to ensure that the necessary receipt instructions are in place. After March 17, 2015, The Bank of New York Mellon may sell the shares underlying any ADSs that have not then been surrendered. The Bank of New York Mellon shall thereafter hold un-invested the net proceeds of any such sale, for the pro-rata benefit of the holders of any such outstanding ADSs. You could then receive your proportionate share of such net proceeds upon surrender of your ADSs. Note that The Bank of New York Mellon will charge ADS holders fees for surrender of ADSs, either to receive deposited ProVida Shares or Nueva ProVida Shares or to receive the proceeds of the sale of such shares.

The Bank of New York Mellon is available at 212-815-2721 or 212-815-2722 to assist ADS holders with any further questions.

Expenses, Fees and Costs

The expenses derived from the implementation of the merger agreement shall be borne by Nueva ProVida.

THE MERGER AGREEMENT

The following summary describes selected material provisions of the merger agreement, a copy of which is attached to this prospectus as Annex A, and is incorporated by reference into this prospectus. This summary is qualified in its entirety by reference to the complete text of the merger agreement and may not contain all the information about the merger agreement that is important to you.

As a matter of Chilean law, the merger of ProVida and Acquisition Co. is effected through the approval by the shareholders of both ProVida and Acquisition Co. of the merger as contemplated by the merger agreement, and certain regulatory approvals considering the nature of the business. Therefore, you are encouraged to read carefully the merger agreement, including the exhibits to the merger agreement in its entirety, as it is the legal document governing the merger.

Structure of the Merger

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, ProVida will merge into Acquisition Co., by way of absorption by Acquisition Co. of ProVida without liquidation of ProVida, and Acquisition Co. will assume, by universal succession, the rights and obligations of ProVida. The surviving company will be known as “[ProVida A.F.P.S.A.]”

Merger Consideration

Upon consummation of the merger, subject to exercise of withdrawal rights under Chilean law, each ProVida Share held at the effective time of the merger will be converted into one Nueva ProVida Share. No additional consideration in cash or in kind will be paid by Acquisition Co. to the shareholders of ProVida in connection with the merger.

The Nueva ProVida Shares to be issued in the merger will have similar rights, including with respect to dividends and distributions, as the ProVida Shares prior to the merger, as set forth in ProVida’s bylaws. However, the Nueva ProVida bylaws contain a “squeeze-out” mechanism. Under this squeeze out mechanism, if (i) the

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controlling shareholder of Nueva ProVida launches a tender offer for 100% of the Nueva ProVida Shares, (ii) in such tender offer the controlling shareholder of Nueva ProVida acquires at least 15.0% of the issued and outstanding Nueva ProVida Shares from non-related shareholders, and (iii) as a result the controlling shareholder of Nueva ProVida reaches 95.0% or more of the then outstanding Nueva ProVida Shares; then such controlling shareholder would then be entitled to require that the remaining shareholders of Nueva ProVida, sell their Nueva ProVida Shares to such person in accordance with Chilean law.

Nueva ProVida will assume, by universal succession, all of the assets and liabilities, and will succeed to all of the rights and obligations, of ProVida.

Corporate Governance Matters

See “PART THREE—THE MERGER—Material Effects of the Merger; Directors and Management of the Surviving Company After the Merger” on page 28 for a description of the post-merger corporate governance and certain related matters of Nueva ProVida and ProVida.

Representations, Warranties, Covenants and Agreements

The merger agreement contains various mutual representations and warranties by ProVida and Acquisition Co. that relate to, among other things:

The merger agreement also contains conduct of business covenants between the parties governing the period until the effective time of the merger or termination of the merger agreement, including (but not limited to):

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Conditions to Effectiveness of the Merger

The completion and effectiveness of the merger are subject to:

No assurance can be given as to when or whether any of these approvals and consents will be obtained, the terms and conditions that may be imposed in connection with their consents and approvals, or the consequences of failing to obtain the consents and approvals.

Termination

The merger agreement does not contain any termination provision for the agreement. However, under Chilean law the merger agreement may be terminated in the following circumstances: (i) if the shareholders of ProVida or Acquisition Co. do not approve the merger at the relevant special shareholders’ meetings; (ii) if ProVida and Acquisition Co. decide to terminate the merger agreement prior to its consideration by the special shareholders’ meetings; (iii) if for any reason the merger agreement is declared void by a competent court; or (iv) if, through no fault of the parties, consummation of the merger becomes impossible.

Effect of Termination

If the merger agreement is declared terminated and the merger frustrated by any reason not attributable to the fault, negligence, recklessness or bad faith of any of the parties thereto, no obligations of the parties shall remain in effect except those necessary to rescind those acts or approvals related to the merger.

No Rescission

Acquisition Co. has not restricted its ability to rescind the merger agreement. However, since there is no specific provision in the merger agreement allowing any of the parties to rescind the agreement without cause, in order to terminate the agreement the parties will have to enter into an agreement to rescind the merger agreement.

Amendment and Waiver

There is no provision in the merger agreement providing for amendments or waivers of the agreement, therefore, in order to do so the parties will have to sign and deliver to each other a written instrument amending or waiving provisions of the merger agreement.

THE PROVIDA SPECIAL SHAREHOLDERS’ MEETING

General

The special shareholders’ meeting of ProVida will be held on December 29, 2014, at 10:00 a.m., Chilean time, at the headquarters of ProVida located in Pedro de Valdivia 100, 1^st Floor, Providencia, Santiago, Chile.

The purpose of the special shareholders’ meeting is to consider and to vote on the proposal to merge ProVida into Acquisition Co. as contemplated by the merger agreement (acuerdo de fusión) dated as of November 14, 2014.

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Record Date

According to Article 62 of the LSA and ProVida’s bylaws, only ProVida shareholders who are registered in the shareholders registry of ProVida as of five business days prior to the special shareholders’ meeting will be entitled to attend and vote at the special shareholders’ meeting to be held on December 29, 2014. The record date for the special shareholders’ meeting will therefore be December 22, 2014. Holders may cast one vote for each ProVida Share that they own on December 22, 2014. Such voting rights are granted in accordance with Article 15 (décimo quinto) of the bylaws which incorporates by reference the provisions of the Chilean Corporations Law.

Matters to be Considered at the ProVida Special Shareholders’ Meeting

At the special shareholders’ meeting of ProVida, the shareholders shall:

Vote Required and Voting by Power of Attorney

In order to effect the merger, ProVida shareholders must approve the merger of ProVida into Acquisition Co. as contemplated by the merger agreement. The merger requires the approval by the affirmative vote of two-thirds of the voting stock of ProVida at the special shareholders’ meeting where at least a majority of the issued share capital of ProVida is present or represented at the shareholders’ meeting following the first call, or, if held on the second call, any number of shareholders.

ProVida shareholders may submit their vote for or against the proposal submitted at the ProVida special shareholders’ meeting in person or by means of a power of attorney granted in accordance with Chilean law to an attorney-in-fact who must attend the meeting in person and vote the shares on such holder’s behalf. A power of attorney for such representation shall be granted in writing for all the ProVida Shares held by the owner.

As of the date of this prospectus, Acquisition Co. owns approximately 93.2% of ProVida’s shares and Acquisition Co. will vote its shares in favor of the merger. As a result, approval of the merger by ProVida’s shareholders is assured.

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Principal Shareholders

ProVida is a publicly traded Chilean corporation with equity divided into 331,316,623 shares of common stock, in nominative registered form, without nominal (par) value and each share of common stock representing the right to one vote. ProVida is controlled by its majority shareholder Acquisition Co., which owns approximately 93.2% of issued shares in ProVida but has no special voting rights.

The remaining subscribed and paid shares are distributed among public investors, as well as executives of ProVida who each have an individual participation lower than 1% of the issued share capital. No major shareholder has special voting rights.

As of October 31, 2014, share ownership of ProVida was as follows:

Security Ownership by Management of ProVida and Acquisition Co.

As of the date of this prospectus, no member of the board of directors, or any member of the senior management of either ProVida or Acquisition Co. is the beneficial owner of more than one percent of the shares of either ProVida or Acquisition Co.

Admission to Trading and Listing of Nueva ProVida Shares

Nueva ProVida is not required to ensure that the shares issued in the merger are admitted to trading and listed on the New York Stock Exchange (“NYSE”), or to enter into a deposit agreement for the issuance of ADSs representing such shares. It is not currently expected that the Nueva ProVida Shares will be listed or traded on the NYSE. It is expected that the Nueva ProVida Shares will be listed on the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaiso Stock Exchange.

Appraisal Rights/Withdrawal Rights

Pursuant to the Chilean Corporations Law, ProVida shareholders who dissent from approval of the merger will not have appraisal rights. However, ProVida shareholders who vote against approval of the merger during the special shareholders’ meeting or who have not attended such meeting but indicate afterward their disagreement with it by delivering a written notice to ProVida, will have the right to withdraw from ProVida in accordance with Article 69 of the LSA, provided that they send a written notice of their objection to the merger and expressly declare their intention to withdraw from ProVida within 30 calendar days from the date on which the merger is approved. Dissenting shareholders shall be entitled to receive from ProVida a cash payment per share equivalent to the weighted average of the sales prices per share for the ProVida Shares as reported on the Chilean stock exchanges on which the shares are quoted for the 60-trading day period that is between the 90th trading day and the 30th trading day preceding the shareholders’ meeting giving rise to the withdrawal right. If, because of the volume, frequency, number and diversity of the buyers and sellers, the SVS determines that the ProVida Shares are not actively traded on a stock exchange, the price paid per share to the dissenting shareholder shall be the

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book value per share. Book value per share for this purpose shall be equal to the paid capital of ProVida plus (x) reserves and (y) profits, less losses, divided by the total number of shares outstanding, whether fully paid or not. For the purpose of making this calculation, the most recent available consolidated statements of financial position is used, as adjusted to reflect inflation up to the date of the shareholders’ meeting which gave rise to the withdrawal right. As of the date of this prospectus, ProVida Shares are actively traded on Chilean stock exchanges.

If you hold ProVida Shares, you may exercise your right of withdrawal either by voting your shares against the merger at the shareholders’ meeting and by sending a written notice of withdrawal to ProVida within 30 calendar days from the date of the shareholders’ meeting or, if you do not attend the shareholders’ meeting, by sending a written notice of withdrawal to ProVida within 30 calendar days from the date of the shareholders’ meeting. This means that ProVida must receive your written notice on or before January 28, 2015. This notice of withdrawal must specifically state that you are electing to withdraw from ProVida because you disagree with the merger of ProVida with and into Acquisition Co. as approved at the ProVida shareholders’ meeting. You must send your notice of withdrawal by certified or registered mail to ProVida or, alternatively, arrange for a Chilean notary public to present and certify your notice of withdrawal to the ProVida board of directors. If you are a ProVida shareholder and you vote in favor of the merger, you will NOT have any right of withdrawal under Chilean law.

MATERIAL UNITED STATES TAX CONSEQUENCES

The following discussion is a summary of the material U.S. federal income tax consequences of the merger to U.S. Holders of ProVida Shares, and of the ownership and disposition of Nueva ProVida Shares received pursuant to the merger. For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of ProVida Shares or Nueva ProVida Shares, as the case may be, that is for U.S. federal income tax purposes (1) a citizen or individual resident of the United States, (2) a corporation, or entity treated as a corporation, organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust that (i) is subject to (a) the primary supervision of a court within the United States and (b) the authority of one or more U.S. persons to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person or (4) an estate that is subject to U.S. federal income tax on its income regardless of its source.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of ProVida Shares or Nueva ProVida Shares, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. A partner of a partnership that is the beneficial owner of ProVida Shares or Nueva ProVida Shares should consult the partner’s own tax advisor regarding the U.S. federal income tax consequences to such partner of the merger and of the ownership of Nueva ProVida Shares.

This discussion addresses only those U.S. Holders of Nueva ProVida Shares that acquire such shares pursuant to the merger and those U.S. Holders of ProVida Shares that hold their ProVida Shares (and their Nueva ProVida Shares acquired pursuant to the merger) as a capital asset (generally, for investment purposes). This discussion does not apply to holders of ProVida Shares or Nueva ProVida Shares subject to special rules, including, for example: financial institutions; insurance companies; mutual funds; subchapter S corporations, partnerships or other pass-through entities (or investors in subchapter S corporations, partnerships or other pass-through entities); tax-exempt organizations; dealers in securities or currencies; traders in securities that elect to use a mark to market method of accounting; persons that hold ProVida Shares or Nueva ProVida Shares as part of a straddle, hedge, constructive sale or conversion transaction; holders who have a functional currency other than the U.S. dollar; holders who hold ProVida ADSs or ADRs; persons who are not U.S. Holders; U.S. expatriates; holders who have acquired their ProVida Shares through the exercise of an employee stock option or otherwise as compensation; and holders of ProVida Shares who own, or have owned, directly, indirectly or constructively, 5%

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or more of the total combined voting power of all classes of issued and outstanding shares of ProVida or who will own, directly, indirectly or constructively, 5% or more of Nueva ProVida after the merger.

The following discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, currently applicable and proposed Treasury regulations under the Code and published rulings and decisions, all as currently in effect as of the date of this prospectus, and all of which are subject to change, possibly with retroactive effect. The discussion does not purport to be a complete analysis of all the U.S. federal income tax consequences that may be relevant to particular holders of ProVida Shares or Nueva ProVida Shares in light of their individual circumstances. Further, it does not address any aspect of foreign, state, local or estate or gift taxation or the 3.8% tax imposed on certain net investment income. Each holder of ProVida Shares should consult its own tax advisor as to the U.S. federal, state, local, foreign and any other tax consequences of the merger and the ownership and disposition of Nueva ProVida Shares received pursuant to the merger.

U.S. Federal Income Tax Consequences to U.S. Holders of the Merger

Consequences of the Merger

The merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, subject to the PFIC rules discussed below, a U.S. Holder of ProVida Shares will not recognize any gain or loss on the exchange of ProVida Shares for Nueva ProVida Shares. The aggregate tax basis of Nueva ProVida Shares received in the merger will be equal to the aggregate tax basis of the ProVida Shares exchanged therefor. The holding period of the Nueva ProVida Shares received in the merger will include the holding period of the ProVida Shares exchanged therefor.

U.S. Holders Who Are Withdrawing ProVida Shareholders

Subject to the PFIC discussion below, a U.S. Holder who is a withdrawing ProVida shareholder will recognize a gain or loss equal to the difference between the U.S. dollar value of the amount of cash received and the holder’s aggregate adjusted tax basis in the ProVida Shares exchanged therefor. Such gain or loss generally will be long-term capital gain or loss if the holder’s holding period for its ProVida Shares exceeds one year.

Passive Foreign Investment Company (“PFIC”) Status of ProVida

A U.S. Holder of ProVida Shares may be subject to adverse U.S. federal income tax rules in respect of a disposition of ProVida Shares, including a non-taxable disposition pursuant to the merger, if ProVida were classified as a PFIC for any taxable year during which such U.S. Holder has held ProVida Shares and did not have certain elections in effect. In general, a foreign corporation will be a PFIC for any taxable year in which (1) 75% or more of its gross income is “passive income” or (2) 50% or more of the average quarterly value of its assets produce (or are held for the production of) “passive income.” For this purpose, “passive income” generally includes interest, dividends, rents, royalties and certain gains.

ProVida does not believe that it is or has been treated as a PFIC. However, the determination as to whether ProVida is a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules that are subject to differing interpretations, including uncertainties as to the composition, valuation and proper characterization of certain of ProVida’s assets as passive or active (in particular, uncertainty as to the inclusion and characterization of certain reserves denominated as mandatory investments). If ProVida was currently or previously treated as a PFIC but Nueva ProVida was not treated as a PFIC for its current taxable year, then under proposed Treasury regulations the disposition of ProVida Shares in the merger could constitute a fully taxable transaction to U.S. Holders of ProVida Shares for U.S. federal income tax purposes. As discussed in greater detail below under “PART THREE—THE MERGER—U.S. Federal Income Tax Consequences of the Ownership and Disposition of Nueva ProVida Shares—PFIC Rules,” Nueva ProVida does not believe that it will be treated as a PFIC for the current taxable year and does not expect to become a PFIC in the foreseeable future. U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of the merger if ProVida were treated as a PFIC with respect to such U.S. Holder.

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Determining the actual tax consequences of the merger to a U.S. Holder of ProVida Shares may be complex. Such consequences will depend on the U.S. Holder’s specific situation and on factors that are not within ProVida’s or Nueva ProVida’s control. U.S. Holders of ProVida Shares should consult their own tax advisors regarding the tax consequences of the merger in their particular circumstances.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Nueva ProVida Shares

Distributions

Subject to the PFIC rules discussed below, the gross amount of any distribution received by a U.S. Holder with respect to Nueva ProVida Shares (including amounts withheld to pay Chilean withholding taxes) will be included in the gross income of the U.S. Holder as a dividend to the extent attributable to Nueva ProVida’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent the amount of any distribution exceeds the current and accumulated earnings and profits for a taxable year of Nueva ProVida’s distribution will first be treated as a tax-free return of capital to the extent of the adjusted tax basis of Nueva ProVida Shares with regard to which the distribution was made and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Nueva ProVida Shares.

The amount of any dividend paid in pesos (including amounts withheld to pay Chilean withholding taxes) will equal the U.S. dollar value of such pesos calculated by reference to the exchange rate in effect on the date the dividend is received by the U.S. Holder, regardless of whether the pesos are converted into U.S. dollars. A U.S. Holder will have a tax basis in the pesos equal to their U.S. dollar value on the date of receipt. If the pesos received are converted into U.S. dollars on the date of receipt, the U.S. Holder should generally not be required to recognize a foreign currency gain or loss in respect of the distribution. If the pesos received are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize a foreign currency gain or loss on a subsequent conversion or other disposition of the pesos. Such gain or loss will be treated as U.S. source ordinary income or loss.

A U.S. Holder may be entitled to deduct or credit Chilean withholding tax imposed on dividends paid to a U.S. Holder, subject to applicable limitations in the Code. For purposes of calculating a U.S. Holder’s foreign tax credit, dividends received by such U.S. Holder with respect to the common shares of a foreign corporation generally constitute foreign source income. However, a portion of the dividends paid by a foreign corporation will be treated as U.S. source income, subject to certain exceptions, for U.S. foreign tax credit purposes in proportion to its U.S. source earnings and profits if U.S. persons own, directly or indirectly, 50% or more of the voting power or value of the foreign corporation’s common shares and if 10% or more of Nueva ProVida’s earnings and profits for the taxable year in which the dividend is paid are U.S. source. More than 50% of the common stock of Nueva ProVida will be indirectly owned by U.S. persons after the merger. Accordingly, a portion of any dividends paid in a taxable year with respect to the Nueva ProVida Shares may be treated as U.S. source income under these rules if 10% or more of Nueva ProVida’s earnings and profits in such year were U.S. source, which may limit the ability of a U.S. Holder to claim a foreign tax credit for Chilean withholding taxes imposed in respect of such dividend. Any dividends distributed by Nueva ProVida will generally constitute “passive category” income for U.S. foreign tax credit purposes. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale, Exchange or Other Taxable Disposition

A U.S. Holder generally will recognize a gain or loss on a sale, exchange or other taxable disposition of Nueva ProVida Shares in an amount equal to the difference between the amount realized for the Nueva ProVida Shares and the U.S. Holder’s adjusted tax basis in the Nueva ProVida Shares. Subject to the discussion below under “PFIC Rules,” the gain or loss generally will be a capital gain or loss. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any capital gain or loss recognized by a U.S. Holder generally will be treated as a U.S. source gain or loss for U.S. foreign tax credit purposes.

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PFIC Rules

If Nueva ProVida were to be classified as a PFIC (for additional detail on PFICs, see “PART THREE—MATERIAL UNITED STATES TAX CONSEQUENCES—U.S. Federal Income Tax Consequences to U.S. Holders of the Merger—Passive Foreign Investment Company (“PFIC”) Status of ProVida”) in any year a U.S. Holder owns Nueva ProVida Shares, certain adverse tax consequences could apply to such U.S. Holder. Certain elections may be available (including a mark-to-market election) to U.S. Holders that may mitigate some of the adverse consequences that would result from Nueva ProVida’s treatment as a PFIC. A qualified electing fund election would not be available to U.S. Holders because Nueva ProVida does not intend to provide the necessary information to allow U.S. Holders to make such an election. Nueva ProVida does not currently anticipate that it will be treated as a PFIC in the current taxable year or in the foreseeable future. However, the determination as to whether Nueva ProVida is a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and is not determinable until after the end of such taxable year. In addition, there are uncertainties as to the composition, valuation and proper characterization of certain of ProVida’s assets as passive or active (in particular, uncertainty as to the inclusion and characterization of certain reserves denominated as mandatory investments). Because of the above described uncertainties, there can be no assurance that the IRS will not challenge Nueva ProVida’s determination concerning its PFIC status or that Nueva ProVida will not be a PFIC for any taxable year. U.S. Holders should consult their own tax advisors regarding the application of PFIC rules to their investments in Nueva ProVida Shares and whether to make any applicable elections.

Required Disclosure with Respect to Foreign Financial Assets

Certain U.S. Holders are required to report information relating to an interest in Nueva ProVida Shares, subject to certain exceptions (including an exception for Nueva ProVida Shares held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in the Nueva ProVida Shares. U.S. Holders are urged to consult their own tax advisors regarding information reporting requirements relating to their ownership of the common shares.

MATERIAL CHILEAN TAX CONSEQUENCES

The following is a general summary of the material consequences under Chilean tax law, as currently in effect, of the merger of ProVida with and into Acquisition Co. and the subsequent ownership, if any, of Nueva ProVida Shares. It is based on the tax laws of Chile as in effect on this date, as well as regulations, rulings and decisions of Chile available on or before such date and now in effect. All of the foregoing is subject to change. Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign investors, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another law or international tax treaty. In addition, the Chilean Tax Administration enacts rulings and regulations of either general or specific application and interpret the provisions of Chilean tax law. Chilean tax law may not be applied retroactively against taxpayers who act in good faith relying on such rulings, regulations or interpretations, but the Chilean Tax Administration may change its rulings, regulations or interpretations prospectively.

For purposes of this summary, the term “Foreign Holder” means either (i) in the case of an individual, a person who is not resident or domiciled in Chile (for purposes of Chilean taxation, (a) an individual holder is resident in Chile if he or she has remained in Chile for more than six uninterrupted months in one calendar year, or a total of more than six uninterrupted months in two consecutive fiscal years and (b) an individual is domiciled in Chile if he or she resides in Chile with the actual or presumptive intent of staying in Chile (such intention to be evidenced by circumstances such as the acceptance of employment in Chile or the relocation of one’s family to Chile)); or (ii) in the case of a legal entity, a legal entity that is not organized under the laws of Chile, unless the notes are assigned to a branch or a permanent establishment of such entity in Chile.

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Material Chilean Tax Consequences of the Merger to Foreign Holders

The exchange of ProVida Shares for Nueva ProVida Shares will not result in the recognition of income, gain or loss to Foreign Holders for Chilean income tax purposes, except to the extent of any cash paid to dissenting shareholders upon their exercise of the right to withdraw from ProVida.

Chilean Tax Consequences of Ownership of Nueva ProVida Shares by Foreign Holders

The ownership of Nueva ProVida Shares by Foreign Holders will not result in the recognition of income, gain or loss to Foreign Holders for Chilean income tax purposes, except to the extent of any dividend payment or income attribution (the latter, in case the attributed tax regime is elected by Nueva ProVida from 2017 onwards). Dividend payments would be subject to a 35% withholding tax, being the corporate tax paid by Nueva ProVida creditable against the former. Withholding tax should be declared and paid by Nueva ProVida upon dividend payments, not being the Foreign Holders liable for any tax return regarding this specific income. The subsequent transfer of Nueva ProVida Shares by a shareholder to a third party may trigger an up to 35% withholding tax over the capital gain produced in the sale. Special tax or exemption regimes for capital gain produced in the sale of shares could be available depending on some characteristics of the holder, the shares, the traded market and the acquirer.

SELECTED HISTORICAL FINANCIAL DATA FOR PROVIDA AND ACQUISITION CO.

ProVida

The following table presents selected financial and operating information for ProVida as of and for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 and for the nine-months period ended September 30, 2013, specifically the statements of comprehensive income and cash flows, and has been derived from the audited consolidated financial statements of ProVida. The selected historical consolidated financial information of ProVida for the nine-month period as of, and ended on, September 30, 2014 has been derived from ProVida’s unaudited consolidated interim financial information for the nine-month periods as of, and ended on, September 30, 2014 and September 30, 2013 included in this document.

ProVida’s audited Consolidated Financial Statements as of and for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 and the consolidated interim financial information for the nine-month periods as of, and ended on, September 30, 2014 and September 30, 2013, are prepared in accordance with IFRS, as issued by the International Accounting Standards Board (the “IASB”).

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The financial data as of and for each of the years ended December 31, 2013, 2012, 2011, 2010 and 2009 and for the nine-month periods as of, and ended on, September 30, 2014 and September 30, 2013 in the table below are presented in nominal pesos.

In general, amounts are expressed in millions of Chilean pesos except for ratios, operating data, shares and ADS data. For the convenience of the reader, all data presented in dollars in the following summary, from and at the end of the nine-month period ended September 30, 2014, are translated at the Observed Exchange Rate for September 30, 2014 of Ch$599.22 per US$1.00. These translations should not be construed as representations that the Chilean peso amounts actually represent such dollar amounts or could be converted into dollars at the rates indicated or at any other rate.

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Acquisition Co.

The following table presents selected historical financial and operating information for Acquisition Co. as of and for (i) the 312-days ended December 31, 2013, derived from the audited consolidated financial statements of Acquisition Co. (See “PART EIGHT—PRESENTATION OF FINANCIAL INFORMATION,” beginning on page 132) and (ii) the periods ended on September 30, 2014 and 2013, derived from Acquisition Co.’s respective unaudited consolidated interim financial information for the nine-month period as of, and ended on, September 30, 2014 included in this document.

As Acquisition Co. was incorporated on February 22, 2013 the selected historical financial data only exists for the periods ended December 31, 2013 and September 30, 2014 and 2013.

Acquisition Co.’s audited Consolidated Financial Statements as of and for the 312 days ended December 31, 2013 and the consolidated interim financial information for the nine-month period as of, and ended on, September 30, 2014, are prepared in accordance with IFRS, as issued by the IASB.

The financial data as of and for each of the period ended December 31, 2013 and for the nine-month period ended September 30, 2014 in the table below are presented in nominal pesos.

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In general, amounts are expressed in millions of Chilean pesos except for ratios, operating data and shares data.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following pro forma financial information of Acquisition Co. gives effect to:

The pro forma financial information is presented in accordance with preparation guidelines specified by the SEC. The pro forma presentation is intended to reflect the hypothetical impact on the historical financial statements as if the proposed merger transaction occurred, with respect to the balance sheet as of the end of the nine months ended September 30, 2014, and with respect to the income statement for the periods ended December 31, 2013 and September 30, 2014. This pro forma presentation does not reflect the effect of any payment that may be required in connection with the exercise of withdrawal rights ProVida shareholders may have under Chilean law in connection with the merger.

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METLIFE CHILE ACQUISITION CO. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF SEPTEMBER 30, 2014