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AXA Asia Pacific Holdings Ltd (ASX:AXA) says the majority of its independent directors endorse the proposed deal between its majority shareholder AXA SA and AMP Ltd's (ASX:AMP).
AMP's $14 billion offer comprises of a cash and scrip bid with a fixed value of $6.43 per share.
AXA APH says five of its six independent directors recommend the arrangement that would see AMP acquire 100 per cent of the company and, merge AXA APH's Australian and New Zealand business with its own operations, then divest AXA APH's Asian business to its parent AXA SA.
AMP's bid represents its second attempt at scoring AXA APH, last year its bid was trumped by a cash offer from National Australia Bank Ltd's (ASX:NAB).
In September Australian regulators blocked NAB's bid AXA APH on competition grounds, despite both board's supporting the arrangement.
AXA APH says the proposal is in the best interests of its minority shareholders as it provides them with appropriate value for their investment in AXA APH supported by significant downside protection.
AXA Asia Pacific Holdings reported a net profit of $217 million in the six months to 30 June 2010.
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