Tower Australia Group Ltd (ASX:TAL) says Japan's Dai-ichi Life Insurance had offered to acquire all of the issued shares in Tower that it does not already own for $4 cash per share. Dai-ichi currently owns 29 percent of the Australian company.

In a statement to the Australian Securities Exchange Ltd (ASX:ASX), Tower says its independent directors unanimously recommended the $1.76 billion deal in the absence of a superior proposal and after an independent expert's report found the offer fair and reasonable.

Tower says a shareholders' meeting to vote on the offer is likely to be held in the second quarter of 2011. The deal is also subject to Australian and Japanese regulatory approvals.

Tower Australia managing director Jim Minto said: "Having the Dai-ichi Group as a cornerstone shareholder for the past two years has been of great benefit to Tower's business partners and customers. Dai-ichi is a major life company and there is a strong natural fit that will allow continued benefits to flow for TOWER's customers, staff and business partners.

"Tower will have the benefit of the backing of one of the top 10 life insurers in the world based on revenue," he said.

The General Manager, International Business Management Department of Dai-ichi, Takayuki Kotani, said: "We believe we can assist TOWER in the next stage of its development and to meet the challenges ahead in the competitive Australian insurance market. Beginning with this investment, Dai-ichi will strengthen its commitment to the Australian marketplace over time."

Tower said it understands that it will be an integral part of Dai-ichi's growth strategy in the region and "that the transaction will create exciting employment opportunities for existing management and staff across the enlarged group."

Dai-ichi has indicated that it wishes the current management of Tower and the independent directors to remain in place.