Axa Asia Pacific has accepted a $A4.6 billion takeover offer for its Australian and New Zealand operations from National Australia Bank.
The surprise move trumped a joint offer from AMP and Axa Asia Pacific's French parent, Axa SA.
National Australia Bank says Axa's independent directors will recommend its shareholders accept the offer, which will be paid in cash, or a mixture of cash and shares.
The proposal now depends on AXA SA, which holds a majority stake in the Australian listed fund manager. For its part, AMP says it's considering its position.
IG Markets analyst Cameron Peacock says the deal will give the bank a clear edge over the rest of the big four banks in the wealth management market.
National Australia Bank is the parent company of the Bank of New Zealand.