National Australia Bank, Paris-based insurer AXA SA, and AXA...

National Australia Bank, Paris-based insurer AXA SA, and AXA Asia Pacific Holdings have agreed on the pricing components of NAB's takeover proposal to acquire AXA APH.

NAB will pay $4.6 billion for AXA APH's Australian and New Zealand businesses based on consideration of $6.43 per share, while AXA SA will pay $9.4 billion for AXA APH's Asia businesses, the bank said in a statement.

NAB will acquire the Australasian operations without the $700 million debt owed by AXA APH to AXA SA which is accounted for in the price AXA SA will pay for the Asia assets, the bank added.

AXA APH chairman Rick Allert said the local wealth manager's board continued to unanimously recommend the proposal.

AXA APH confirmed that under the proposal NAB will acquire 100 per cent of AXA APH before on-selling the Asia businesses to AXA SA.

If approved by regulators and the Federal Treasuer Wayne Swan, the deal will be struck at $700 million more than NAB's original all-cash $13.29 bid that won the support of AXA APH's board on December 17.

Now AXA APH shareholders have the option of an all-cash or cash-and-scrip alternative offer.

They can either receive cash of $6.43 for every AXA APH share they hold, or $1.59 in cash and 0.1745 NAB shares for every AXA APH they own.

Shareholders electing the cash-and-scrip alternative offer will be entitled to receive NAB's fiscal 2010 interim dividend, the bank said.

Under the deal, NAB will acquire AXA APH's Australasian wealth management and insurance businesses including ipac, Genesys, AXA Financial Planning and Charter Financial Planning.

Subject to a new joint venture agreement being struck, NAB will also retain AXA APH's half share in the Alliance Bernstein Australia joint venture, the bank said.

The bank will be able to use AXA APH's brandmark in the Australasian markets for two years.

AXA will also offer to subscribe for $600 million of unsubordinated notes issued by National Wealth Management Holdings Ltd.