AXA Asia Pacific Holdings Ltd. (AXA.AU) is considering a new A$13 billion takeover proposal from French parent AXA SA (CS.FR) and AMP Ltd. (AMP.AU) that's likely to conclude a year-long battle for the wealth manager.

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.

The latest cash and stock offer has a floor of A$6.43 a share--the same level as NAB's all-cash offer--subject to the AMP share price remaining above A$4.50. AMP shares last traded at A$5.59.

"It would be very hard for the AXA APH board to say it wasn't a good idea given they accepted A$6.43 from NAB and this deal comes with an ACCC green light," said Brett le Mesurier, an analyst at Axiome Equities.

AMP plans to keep the Australian and New Zealand assets of AXA APH and sell the Asian business to AXA SA, which currently own 54% of the target.

The deal is crucial to the French company's global strategy of increasing exposure to developing markets.

"This transaction, if successful, would allow AXA to increase its exposure to high growth Asian markets where AXA APH Asian operations continued to perform very strongly in 2010," AXA said in a statement.

AXA SA will pay around EUR1.8 billion in cash under terms of the new deal, up from the EUR1.4 billion it would have paid in the failed NAB bid.

AXA SA said the deal would increase earnings-per-share in 2011.

Paris-based Keplar analyst Pierre Flabbee said a revised offer had been expected and makes it more likely that AXA SA will finally get a deal. Flabbee warned, however, that uncertainties still remain, as the offer needs to be approved by the AXA APH independent directors who rejected the previous joint AMP/AXA bid.

He said the latest offer was "clearly better" than the last, and estimated that the guarantees being offered to AXA APH minority shareholders could add EUR300 million to AXA SA's costs if AMP shares fall substantially.

At 0913 GMT, AXA SA shares were up EUR0.16, or 1.3%, at EUR13.40, one of only two risers on the CAC 40 benchmark index, which was down 0.5%.

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.

Under the new and more complicated proposal, minority AXA APH shareholders would receive 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.

Shareholders would receive A$6.43 if the average AMP share price was equal to, or greater than, A$4.50 but less than A$5.60.

If the AMP average share price was A$5.60 or higher, AXA APH shareholders would receive 50% of the benefit of that higher share price. If the average share price was below A$4.50, the value of the bid would fall below A$6.43.

Goldman Sachs analyst Ryan Fisher said the proposal is "a well thought-out structure, intended to satisfy AXA APH's desire for price protection."

The offer is an 11% premium to AXA APH's last traded price on Friday.

The proposal would need to be approved by AXA APH's minority shareholders and Australia's treasurer.

A spokesman for the treasurer said he doesn't comment on commercial matters.

-By Rebecca Thurlow and Cynthia Koons, Dow Jones Newswires; 61-2-8272-4679; rebecca.thurlow@dowjones.com

(Lyndal Mcfarland in Melbourne and Digby Larner in Paris contributed to this article.)
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