The National Australia Bank (NAB) said yesterday it plans to take over the Australian and New Zealand businesses of financial company AXA Asia Pacific Holdings (AXA AP) at a cash consideration of A$4.6 billion.

The businesses it plans to take over from AXA AP include the Australian and New Zealand wealth management and financial protection businesses (including Australian mature business); aligned advisory businesses such as IPAC, Genesys, AXA Financial Planning, Charter Financial Planning; and a 50 per cent stake in AllianceBernstein Australia Ltd.

The acquisition is proposed to be funded from a combination of an equity raising of approximately A$1.5 billion, and existing capital resources.

The acquisition is expected to add significant synergy opportunity by combining AXA AP with MLC and recently acquired Aviva and JBWere businesses, the bank said in a presentation yesterday.

Acquired businesses will be transitioned to the MLC brand in Australia and BNZ in New Zealand.

The transaction, expected to be voted on by AXA AP shareholders at its scheme meeting next year, is likely to be concluded during the second quarter of 2010.

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, NAB said in a press release.

Under the terms of the proposal, AXA AP shareholders (other than AXA SA and its subsidiaries) will have the option to receive either A$6.43 per share in cash; or A$1.59 in cash and 0.1745 NAB shares for each AXA AP share.

In addition, AXA AP shareholders will receive up to 9.25 cents dividend for their AXA AP shares in relation to the second half 2009 results.

The shares issued under the proposal will also be entitled to receive NAB's interim dividend payable in July 2010.

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.''

NAB Group executive 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 surprise announcement comes after AMP, the country's second-biggest asset manager,  and France's AXA SA, which owns 54 per cent of AXA AP, moved earlier this week to bring a swift conclusion to their ongoing cash and scrip bid for AXA AP by increasing the offer price and setting a deadline for its acceptance. (See: AMP-Axa SA sweeten bid for Axa Asia Pacific Holdings to end stalemate)

In a statement, AXA APH confirmed it had agreed terms with NAB on the Australian and NZ businesses and that its independent directors had unanimously recommended the conditional proposal.

"The independent board committee has carefully and thoroughly examined the value and terms of the AMP/AXA SA revised proposal and the NAB proposal,'' AXA APH chairman Rick Allert said in a statement.

The independent board committee has unanimously concluded that the NAB proposal is in the best interests of AXA AP minority shareholders and superior to the rejected AMP/AXA SA revised proposal, in both its value and terms.

NAB's proposal puts all the onus on AMP to step up its offer, as NAB's plan would leave AXA SA paying the same as it would under the joint proposal with AMP. AMP's offer, which was sweetened earlier this week, was also dubbed "best and final".

AMP estimated annual synergies of $120 million and integration costs of $285 million.

In comparison, NAB estimated cost synergies of $210 million by the fifth year and integration costs of $400 million.

The proposal is the second major acquisition move for Clyne after the purchase of the Australian assets of Aviva, the troubled British group.