3RD UPDATE: AMP Offers At Least A$13 Billion For AXA Asia Pacific

AXA Asia Pacific Holdings Ltd. (AXA.AU) said Monday it is considering a new takeover proposal worth at least A$13 billion from French parent AXA SA (AXAHY) and AMP Ltd. (AMP.AU).

A deal would be a coup for AMP, whose previous bid was rejected in favor of an offer from National Australia Bank Ltd. (NAB) last year. The NAB deal was later blocked by the competition regulator, which said it wouldn't oppose a takeover of AXA APH by AMP.

AMP plans to keep the Australian and New Zealand assets of the target and sell the Asian business to AXA SA for A$10.4 billion. A deal with AXA APH is key to the global expansion strategy of AXA SA, which wants to focus its growth in developing markets.

"The proposed transaction would deliver significant value to both AXA APH and AMP shareholders by creating a wealth management company with the scale and capability to offer greater competition in a fast changing and high growth market," AMP said in a statement.

Under the latest offer, AXA APH shareholders would receive cash and shares with a value of at least A$6.43 a share. The offer consists of 0.73 AMP shares and a variable cash amount based on AMP's average share price for 10 trading days after the deal becomes effective.

Exiting the Australian business would free the French company from regulatory shackles on its Asian growth. As part of its agreement with the Australian government in 1995 when it acquired a 51% stake in AXA APH's forerunner, National Mutual Life, AXA SA agreed to use the business for all of its future Asian expansion plans.

AXA APH's independent directors in December rejected AMP's A$6.22-a-share cash and stock offer for the business as too low, and said that the offer didn't include a big enough cash component.

The floor on the new bid is equivalent to NAB's all-cash offer, which was endorsed by the target's board.

AXA APH last traded at A$5.78 so the offer represents an 11% premium to its last traded price. AXA APH shares return from trading halt at 0135 GMT.

An external spokesman from AXA SA wasn't immediately available for comment.

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

(Lyndal Mcfarland in Melbourne contributed to this article.)