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AXA Announced Today a Joint Offer With AMP Whereby AXA Would Acquire 100% of AXA APH's Asian Businesses While AMP Would Acquire 100% of AXA APH's Australia & New Zealand Businesses
Sunday, November 08, 2009 5:50 PM


AXA and AMP have entered into an exclusive arrangement whereby they have agreed that, if the offer is successful, AXA would take ownership of 100% of the Asian business and AMP would take ownership of 100% of the Australia & New Zealand business.

If successful, this offer would be equivalent to AXA selling its 54% stake in AXA APH's Australia & New Zealand business while acquiring the 46% of AXA APH's Asian operations that AXA does not own for a net cash payment of Euro 1.1 billion.

"This transaction would reinforce AXA's growth profile by doubling its exposure to the Asian Life & Savings market and further optimize the corporate structure of the Group," said Henri de Castries, Chairman of the AXA Management Board.

"The proposed transaction offers to AXA APH's minority shareholders a significant premium and the opportunity to become shareholders of a larger and stronger AMP Group which will permit them to share directly in the significant synergies that this transaction would create."

Note: A separate press release has been issued for the Australian market. This press release is enclosed in the cover e-mail and is available on www.axa.com website in the "investor relations" section.

Transaction structure & conditions

The joint offer submitted to the AXA APH board contemplates a Scheme of Arrangement pursuant to which:


-- AMP would acquire 100% of AXA APH's outstanding shares for A$ 11.0bn
(based on AMP stock price of A$5.75), with the objective of retaining
and integrating the Australian and New Zealand operations (including the
currently listed holding company). AMP would buy AXA's shares in AXA APH
for A$ 6.0bn in cash.

-- As part of the transaction, AXA would acquire from AMP 100% of AXA APH's
Asian operations for $A 7.7bn in cash, with the objective of increasing
its exposure to high growth markets.

The price offered by AMP to AXA APH's minority shareholders is $A 5.34 per share of which 26% would be paid in cash and 74% in AMP shares. This offer provides a 31% premium (vs.




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