AXA agrees sale to NAB
17/12/2009
NAB today announced that it has agreed certain key terms with AXA Asia Pacific (“AXA AP”) for NAB to acquire AXA AP’s Australian and New Zealand businesses.
AXA AP’s independent directors will recommend to shareholders that they accept NAB’s proposal (the “Proposal”) to acquire all of the shares in AXA AP on terms that value the Australian and New Zealand businesses at A$4.6 billion.
The Proposal is subject to a number of conditions and regulatory and other approvals, including completion of due diligence, discussions with AXA SA and agreement by AXA SA to acquire the Asian businesses of AXA AP ("the AXA SA Acquisition") and execution by NAB, AXA AP and AXA SA of formal documentation to implement the Proposal and the AXA SA Acquisition.
MLC and AXA Australia and New Zealand are among the most trusted financial services brands in Australasia, and collectively hold more than A$144.3 billion in funds under administration and management.
Combining AXA Australia and New Zealand and MLC will establish a market leaderin the Australian and New Zealand life insurance and wealth management sectors and will deliver the scale benefits necessary to drive better outcomes for customers, financial advisers and shareholders.
Summary of the transaction:
- NAB will acquire 100 per cent of AXA AP’s shares, valuing the Australian and New Zealand businesses at A$4,610 million.
- AXA AP shareholders (other than AXA SA and its subsidiaries) will have the ability to elect to receive consideration of $6.43 in cash or A$1.59 in cash and 0.1745 NAB shares for each AXA AP share.
- AXA AP shareholders will also be entitled to receive a final AXA AP 2009 dividend, if declared, of up to 9.25 cents per share. AXA AP shareholders will not be entitled to NAB’s 2009 final dividend payable on 17 December 2009. NAB shares issued pursuant to the Scheme of Arrangement will be entitled to receive the same dividends on those shares as existing NAB shareholders.
- The Proposal is conditional upon AXA SA agreeing to proceed with the AXA SA Acquisition
- The Proposal is also conditional on, among other things, completion of due diligence, execution by NAB, AXA AP and AXA SA of formal documentation to implement the Proposal and the AXA SA Acquisition, regulatory approvals, the continuing unanimous support of the AXA AP Independent Directors
Commenting on the transaction, NAB CEO Cameron Clyne said: “The proposed merger of our Wealth business and AXA Australia and New Zealand would combine two successful and highly complementary businesses, and will achieve attractive scale benefits in the Australian superannuation, retirement income and insurance markets. The Proposal is consistent with NAB’s strategy of growing its wealth management franchise, most recently demonstrated through the acquisitions of Aviva Australia and a strategic alliance with JB Were.
Indeed, integrating these businesses and AXA Australia & New Zealand is expected to deliver substantial synergy benefits and will provide a better outcome for customers and advisers, with access to a broader range of quality investment and insurance products.”
NAB Group Executive NAB Wealth and MLC Australia, Steve Tucker said: “The acquisition of AXA AP’s Australian and New Zealand business would be a transformational step in our journey to deliver the best possible wealth products and services to our clients and advisers. The Proposal will significantly grow our number of aligned advisers as well as enhance our relationships in the external financial adviser (EFA) market and we are committed to supporting them with quality insurance and investment products.”
“The wealth management industry is currently going through a considerable amount of change and we believe we are well placed to support advisers and customers through this evolution.
“With the integration process for Aviva currently tracking ahead of plan, our estimates of synergies for the AXA AP transaction are reasonable and achievable.”
