AMP Limited (AMP) today welcomed the release of AXA Asia Pacific Holdings Limited’s (AXA APH) Explanatory Memorandum setting out information for AXA APH shareholders about the proposed merger of AXA APH’s Australian and New Zealand businesses with AMP.
The proposed transaction is a joint proposal with AXA SA under which AXA SA would acquire 100 per cent of AXA APH’s Asian business.
AXA APH’s independent directors have unanimously recommended the proposal to minority shareholders in the absence of a superior proposal.
In addition, the independent expert Grant Samuel has concluded that the value delivered to AXA APH minority shareholders under the proposal is compelling and that, in the absence of a superior proposal, the proposed merger is in the best interests of AXA APH minority shareholders.
AMP confirms it still expects the proposed merger between AXA APH and AMP to achieve economic synergies of approximately A$120 million per annum and for one-off integration costs to be A$285 million, both amounts post tax.
In the event the proposed merger proceeds, AMP intends to continue its dividend policy of paying out 75 per cent to 85 per cent of underlying profit to shareholders. The franking capacity of the merged company is expected to be less than AMP’s interim 2010 franking level of 60 per cent in the near term, given AXA APH’s current franking position.
It is expected that AXA APH shareholders will have the opportunity to vote on the proposal on 2 March 2011. Assuming shareholders vote in favour of the proposal and subject to court approval, it is expected that the implementation date for the merger will be 30 March 2011.
In addition to receiving shareholder and court approvals, the merger also remains subject to various regulatory approvals, including from the Federal Treasurer.
Paul Sainsbury, formerly AMP Financial Services’ Director Product Manufacturing, has been appointed to the role of Integration Director and will report directly to AMP Chief Executive Officer, Craig Dunn.
Assuming the proposed merger proceeds, Mr Sainsbury will have responsibility for managing the integration planning and implementation. AMP will involve AXA APH employees in the detailed integration planning and implementation, ensuring the merged company draws on the strengths of both AXA APH and AMP.
