egolinews.com

AXA Asia Pacific Holdings Limited (AXA) advised that it has received and rejected an unsolicited and conditional scheme proposal from AMP Limited (AMP) and AXA Asia Pacific’s largest shareholder AXA SA. Under the proposal, which was received on Saturday, AMP would acquire all of the shares in AXA Asia Pacific, including those held by AXA SA, and the Asian operations of AXA APH would be sold to AXA SA.

The company said the part AMP share and part cash offer implied an offer price of $5.34 per AXA APH share.

AXA Asia Pacific chairman, Rick Allert, said it was a unanimous view that the proposal undervalued the insurer.

“The proposal has been received against the backdrop of recent weakness in global financial markets and before the growth of our Asian operations is fully reflected in our profitability,” Mr Allert said.

“The non-financial terms of the proposal also imposed excessive uncertainty and risk on AXA APH's minority shareholders.”

Mr Allert said the company was well positioned to take advantage of the recovery in markets and to respond to the anticipated future regulatory changes.

AXA Asia Pacific said under the proposal its minority shareholders would receive 0.6896 AMP shares and $1.3796 in cash for each AXA share held.

”The value of the offer was uncertain and varied with any movement in the AMP share price and the Australian dollar / US dollar exchange rate,” the company said.

“Based on the closing AMP share price and the Australian dollar / US dollar exchange rate on Thursday 5 November 2009, being the date cited in the proposal, the implied value of the offer to AXA APH minority shareholders was approximately A$5.34 per AXA APH share, or A$5.17 per AXA APH share assuming the minimum cash component.”

At the close of trade Friday, AXA Asia Pacific shares were trading at $4.30, while AMP shares were trading at $5.87.

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