SYDNEY: National Australia Bank (NAB) Thursday unveiled a surprise 11.9 billion US dollar bid for financial services group AXA Asia Pacific's Australian and New Zealand businesses, trumping a rival offer.

NAB, Australia's third largest bank, agreed key terms with AXA Asia Pacific (APH), elbowing out the earlier bid by fund-manager AMP. The deal is subject to AXA's French parent AXA SA taking over its Asian businesses.

"The independent board committee has unanimously concluded that the NAB proposal is in the best interests of AXA APH minority shareholders and superior to the rejected AMP, AXA SA revised proposal, in both its value and terms," AXA Asia Pacific chairman Rick Allert said.

The announcement came just days after AMP and AXA SA announced a sweetened 12.85 billion Australian dollar (11.68 billion US) offer, intending to carve up the firm's Australasian and Asian operations.

NAB must now convince the French parent company, which owns 53.9 percent of AXA Asia Pacific, to dump AMP and back the new proposal, according to Dow Jones Newswires.

Either NAB or AMP stand to become Australia and New Zealand's leading wealth management group, while AXA SA will gain a valuable presence in Asia.

Under the new deal, AXA Asia Pacific shareholders can receive either 6.43 Australian dollars per share or 1.59 dollars and 0.175 NAB shares. AXA closed at 5.65 dollars on Wednesday.

NAB said it will offer new shares worth 1.5 billion Australian dollars to help fund its latest push into the financial services sector, after acquiring Aviva Australia and forming a strategic alliance with JB Were.

"The proposed merger of our wealth business and AXA Australia and New Zealand would combine two successful and highly complementary businesses," said NAB's chief executive officer Cameron Clyne.

There was no immediate comment from AMP, which has set its sights on becoming the "fifth pillar" in the Australian financial sector alongside the big four banks.

"I'd like to think that we've got a great Australian company buying back the farm," AMP chief executive Craig Dunn told public radio last month.

Separately, NAB chief Clyne told shareholders in Brisbane that the bank is in talks to offload its UK subsidiaries, Clydesdale and Yorkshire Banks.

He said NAB had been approached by "a number of players in the UK market" over industry consolidation there.

"These approaches indicate that in our Clydesdale and Yorkshire bank we have a high quality asset that is an attractive platform for participation in UK market developments," he told NAB's annual meeting in Brisbane.

Australia's banks are in a strong position after the global financial crisis, during which none needed a government bail-out due to their low levels of risky loans.