NU Online News Service, Feb. 11, 2004, 5:52 p.m. EST – A Rockville, Md., proxy advisory firm is opposing efforts by a unit of AXA S.A., Paris, to acquire The MONY Group Inc.[@@]

AXA Financial, New York, agreed in September 2003 to pay $1.5 billion, or $31 per share, for MONY, New York. MONY shareholders can vote on the offer by mail or at a special shareholder meeting scheduled for Feb. 24.

Institutional Shareholder Services Inc. has released a report that recommends that shareholders vote against the AXA offer.

MONY managers say the AXA offer is a good one, given MONY’s mediocre performance in recent years and the weak state of the economy. As a midsize company struggling to compete with corporate giants, MONY will have a tough time improving its value to suitors other than AXA any time soon, the managers argue.

But the Institutional Shareholder analysts agree with critics who are waging a proxy fight against the deal that the AXA offer is too low.

When compared with MONY’s book value and price-to-book value ratios for other insurance deals, the offer price “is outside the boundary of reasonableness,” Institutional Shareholder analysts write in their report.

The Institutional Shareholder analysts also agree with deal opponents that acquisition agreement terms calling for MONY managers to receive $90 million in payments from AXA create the impression that the interests of MONY managers differ from those of MONY shareholders.

“A vote against the merger entails price risk over the short term,” the Institutional Shareholder analysts concede.

But the analysts say improving insurance market conditions should help MONY’s managers and MONY’s board unlock more shareholder value.

MONY Chairman Michael Roth says the Institutional Shareholder analysts and other deal critics are wrong.

“The fact that no other party has come forward since the September announcement of the proposed merger with an offer greater than $31 reinforces our view,” Roth says in a statement.

So far, none of the deal critics has presented any other concrete plans to improve MONY’s shareholder value, Roth says.

MONY emphasizes that clients of Institutional Shareholder are free to make their own voting decisions, and it predicts that most will end up accepting the AXA acquisition proposal.