2ND UPDATE: AXA Asia Pacific Board Split On Bid From AMP

The A$13 billion bid for AXA Asia Pacific Holdings Ltd. (AXA.AU) hit a possible stumbling block Tuesday when the target's board failed to reach a unanimous agreement on the offer.

AXA Asia Pacific said five of its six independent directors have decided to recommend the bid from AXA SA (AXAHY) and AMP Ltd. (AMP.AU) in the absence of a superior offer and subject to an independent assessment.

One of the directors is seeking further information before deciding whether to back the proposal, the company said.

The bid is conditional on unanimous approval from the independent directors, yet investors remain hopeful the takeover will go ahead.

"Given five of the six have said yes, I'd be surprised if it doesn't go through," said Peter Vann, head of research at Constellation Capital Management. "If the sixth has a valid concern, then the other five probably wouldn't have gone the way they did."

At 0150 GMT, AXA APH shares were up 1.3% at A$6.25 in a slightly weaker overall market.

Under the proposal, AXA APH minority shareholders would receive AMP shares and cash worth at least A$6.43 for each AXA APH share, subject to the movement of the AMP share price within a certain band.

AXA APH Chairman Rick Allert is among the directors who support the offer.

"A majority of the independent directors believe AMP and AXA SA's proposal provides minority shareholders with appropriate value for their investment in AXA APH, supported by significant downside protection," Allert said in a statement.

"As a result, we believe the proposal is in the best interests of AXA APH minority shareholders," he said.

A deal would be a coup for AMP, whose previous bid was rejected by the target in favor of an all-cash offer from National Australia Bank Ltd. (NAB) in December.

The NAB deal was later blocked by the Australian Competition and Consumer Commission, which said it wouldn't oppose a takeover by AMP.

AXA APH said the offer represents a 50% premium to the A$4.30 closing share price of the target on Nov. 6, 2009, the last trading day prior to the announcement of the initial proposal from AMP and AXA SA.

-By Rebecca Thurlow, Dow Jones Newswires; 61-2-8272-4679; [e-mail]