UPDATE: AXA Asia Pacific Board Split On Latest Bid From AMP

The board of AXA Asia Pacific Holdings Ltd. (AXA.AU) is split on whether to recommend the latest takeover bid from AXA SA (AXAHY) and AMP Ltd. (AMP.AU)

The target said Tuesday that a majority of its independent directors has decided to recommend the A$13 billion cash and stock proposal in the absence of a superior proposal and subject to the review of an independent expert.

But one of the six independent directors is seeking further information before deciding whether to back the proposal, the company said.

The dissent of one board member could be a stumbling block for the takeover proposal that is conditional on unanimous approval from the independent directors.

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 that 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.

At 0010 GMT, AMP shares were down 1 cent at A$5.44 and AXA APH shares were up 1.5% at A$6.26, in overall market up 0.3%. The share price reaction suggests investors are hopeful the takeover will go ahead.

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]