AXA APH chairman Rick Allert said the company would consider a better offer.
Asked at a media conference if his company would maintain communication with AMP and AXA SA (the parent company of AXA APH), Mr Allert said: "It's up to them".
AXA APH has rejected an unsolicited and conditional scheme proposal from AMP and AXA SA received on November 7 under which AMP would buy all of the shares in AXA APH, including AXA SA's controlling stake, and sell back the AXA APH's Asian assets to AXA SA.
The cash and share plan values AXA APH shares at $A5.34 each, and the target at about $A11 billion.
Craigs Investment Partners broker Chris Timms said the deal might need to be closer to $A6 before it was taken seriously by AXA APH.
"The market doesn't think the offer is enough. Shares are already trading A30 cents above the offer price."
Mergers and acquisitions activity tended to be based on what a business would generate in the future.
AMP seemed to be indicating it had estimated that future business and taken it fully into account, he said.
However, there needed to be an incentive for minority shareholders to accept the offer.
So far, there was nothing to entice AXA APH shareholders unless they had a need for cash.
Some would sell into the offer if they were not traditional shareholders and had received the shares in the demutalisation process, Mr Timms said.
In a presentation to the market, AMP Ltd said its takeover proposal would deliver after-tax net synergy benefits of $A120 million to shareholders.
AMP chief executive Craig Dunn said the proposed transaction would result in AMP becoming the leading independent wealth management business in its core markets of Australia and New Zealand.
"We would use the strengths of both companies to create a new force in Australian and New Zealand financial services, with financial advice at its heart."
The scale of the merged business would mean AMP held the top market rankings in risk insurance, retail superannuation and retirement income in Australia.
In New Zealand, AMP would have an improved market position and hold the No 1 market ranking in retail and corporate superannuation growth market, he said.
"The proposed acquisition would provide AMP with significant scale and cost efficiencies in its core markets and also accelerate our strategic drive to broaden and diversify our distribution capability."
AMP noted the position of the AXA APH independent directors who had stated that the proposal was inadequate, Mr Dunn said.
AMP believed the joint proposal offered "compelling value" for AXA APH minority shareholders and fairly reflected the growth potential of the business, he said.
Mr Allert told reporters he agreed with this assessment of the synergy benefits, and he was glad a valuation of AXA APH's Asian assets - valued at $A8 billion - was now in the market.
"I'm in a sense glad that figure's out there now because that's somebody that's closer to the scene putting a value on our Asia business.
"Analysts will pick that up and that should be reflected in our share price going forward.
"I'm not saying that's the real value of our Asia businesses, but it's getting closer."
Mr Allert said AMP and AXA SA had approached AXA APH over the last two weeks seeking information about the company to enable the two parties to make a decision on whether to proceed with a takeover proposal.
Information was exchanged under a confidentiality agreement.
But the takeover offer made to AXA APH on Saturday was at a "substantial discount to the appraisal value" of the company, Mr Allert said.
"There is no way in the world we could recommend [to shareholders] anything like that," he said.
