ALLENS Arthur Robinson is acting for National Australia Bank Limited on the proposed acquisition of AXA Asia Pacific Holdings (AXA APH).
The Australian Securities Exchange said in December it would review the sequence of events leading up to the announcement of a fresh bid for AXAAPH by NAB.
Under the proposed acquisition, NAB will acquire all of the shares in AXA APH. It would retain AXA APH's Australian and New Zealand businesses for an effective acquisition price of A$4.6 billion, while AXA SA (the current 54 per cent shareholder in AXA APH) will acquire AXA APH's Asian businesses and effectively assume AXA APH's existing debt.
The AXA APH Independent Directors Committee has unanimously recommended that their shareholders vote in favour of the proposal, whereby minority AXA APH shareholders will be offered the choice of A$6.43 per share in cash or A$1.59 in cash and 0.1745 NAB shares for each AXA APH share. Based on the
NAB's 10-day VWAP of $28.16 at the time, that represented A$6.50 per AXA APH share.
The NAB proposal trumps the 'best and final' joint proposal for AXA APH announced by AMP and AXA SA earlier this week, which was valued at A$6.22 per AXA APH share.
The proposal is also subject to the completion of due diligence, discussions with AXA SA and agreement by AXA SA to acquire AXA APH's Asian businesses, and execution by NAB, AXA APH and AXA SA of formal documentation to implement the proposal.
The Allens team was led by partner Greg Bosmans, and included fellow partners Robert Pick and Jon Webster, senior associate Gadi Bloch and lawyer Brooke Griffin.
This core team was assisted by a larger team of partners, senior associates and lawyers from the other specialist groups who assisted with the preliminary due diligence exercise.
The proposal represents another key step in NAB's strategy of growing its wealth management franchise, most recently demonstrated through its acquisitions of Aviva Australia and a strategic alliance with JB Were, Allens said in December.
"It was exceptionally pleasing to advise a long-standing client of the firm on this strategically important transaction," said Bosmans.
"We had to work closely with the NAB team, which included people from across a diverse range of functions with the bank – to structure a proposal that satisfied the board of NAB and the AXA APH Independent Directors Committee while at the same time not being able to deal with AXA SA who will be a key player in the success of the proposal.
"That we were able to reach the stage of executing a binding Terms Deed that enshrines the proposal within a very short timeframe is testament to our and the NAB team's ability to work collaboratively under intense time pressure," Bosmans said.
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