AXA Asia Pacific rejects AMP bid

AXA Asia Pacific Holdings Ltd (AXA APH) has rejected a takeover proposal from AMP Ltd working with AXA's French parent, AXA SA.

AXA APH said in a statement today it had received the unsolicited and conditional scheme proposal from AMP and AXA SA on Saturday morning.

Under the deal, AMP had agreed with AXA SA to acquire off-market all of the 53 percent of AXA APH now held by the French parent.

AMP then offered 0.6896 AMP shares plus $A1.3796 ($NZ1.75) in cash for each of the remainder of the AXA APH shares.

AXA APH said on Monday that the proposal had been reviewed by a committee of independent directors, along with advisers Macquarie and Mallesons.

AXA APH chairman Rick Allert said the independent board committee believed unanimously that the proposal "significantly undervalues" AXA APH.

"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 in a statement.

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

The offer involved AMP acquiring all of the shares in AXA APH, including those held by AXA SA.

AXA APH's Asian operations would be sold to AXA SA.

"The part-AMP share and part-cash offer implied an offer price of $A5.34 per AXA APH sare for the minority shareholders in AXA APH," a statement from AXA APH said.

Under the offer, AXA APH's minority shareholders would have received 0.6896 AMP shares and $A1.3796 for each AXA APH share, based on the closing price last Thursday, and an Australian dollar/US dollar exchange rate of $US0.9552.

"AXA APH is a strong business with outstanding prospects," Mr Allert said in a statement today.

"AXA APH has an impressive standalone growth profile, with an enviable position in Asia delivering strong growth, and an Australian and New Zealand business that is well positioned to take advantage of the recovery in markets and to respond to the anticipated future regulatory changes."