UPDATE 1-Hochtief installs own CEO at helm of Leighton, sweetens bid to raise majority stake

Thu Mar 13, 2014 12:13am EDT

Related Topics

* Former Leighton CEO resigns after Hochtief offer

* Move to up stake from 59 pct now valued at $1.08 bln

* German firm names two new directors as seeks 74 pct stake (Adds comment from new CEO, Leighton chairman)

By Maggie Lu Yueyang

SYDNEY, March 13 (Reuters) - German builder Hochtief AG has installed its chief executive at the helm of majority-owned Leighton Holdings Ltd and claimed more seats in the boardroom, cementing its grip on the Australian company that supplies much of its profit.

Hochtief also said on Thursday it has marginally sweetened a bid to increase its stake in Australia's biggest builder to about 74 percent from just under 59 percent currently. It's seeking to push through a restructuring strategy at Leighton that echoes its own cost cuts and non-core asset sales, masterminded by Hochtief's controlling shareholder, ACS of Spain.

Incoming CEO Marcelino Fernandez Verdes replaces Hamish Tyrwhitt, who resigned after Hochtief announced plans to raise its holding. A Spanish engineer, named to the top Hochtief job by ACS in 2012, Verdes on Thursday described Leighton as the German company's "main asset".

"It is very important for Hochtief to have in Leighton the similar strategy," Verdes said at a media briefing in Sydney. "I am going to spend all the necessary time that is needed in Australia."

Leighton reported a 30 percent jump in its full-year profits last month, benefiting from a building recovery in Australia, and also has a strong pipeline of projects in Asia.

The changes come a year after Leighton's former chairman quit in a row with Hochtief, saying he felt the German builder no longer supported his company's independence. The move to increase Hochtief's stake also follows the gradual acquisition strategy adopted by ACS at the German firm in its drive to become a major global player in the construction industry.

Under its revised offer, Hochtief said it will pay A$1.205 billion ($1.08 billion) to raise its, up 4 percent in total value terms from the A$1.155 billion it first offered on Monday. The offer is subject to the approval of Australia's Foreign Investment Review Board.

NEW MANAGEMENT

Leighton's chief financial officer Peter Gregg also stepped down, Hochtief said, without naming a successor. The pair also resigned from Leighton's board.

Leighton shares dropped 0.8 percent after the announcement to A$22.07 as of 0327 GMT. Morningstar analyst Ross Macmillan said the market was disappointed as Tyrwhitt was viewed as having done a good job for Leighton.

"Most of the market expected either Hamish or Peter to be retained, at least one of them. Most people would expect they would be kept on for at least another 12 months to two years," he said.

Speaking at the briefing in Sydney, Leighton's current chairman Robert Humphris said the management change was in line with Hochtief's plans to raise its stake.

"If you read Hochtief's proportional takeover offer, they made it quite clear in that as part of strategy, they wanted to get increased representation on the board and management changes," he told reporters.

The German company said it has appointed two new representatives on the Australian firm's 10-member board in addition to its two existing directors. Three current independent directors will leave later in the year, the company added.

Under terms of the revised offer, Hochtief said it would offer A$22.50 cash per share to acquire 3 out of every 8 shares it doesn't already own in Leighton, up from Monday's A$22.15 offer. Hochtief said Leighton's independent directors unanimously support the revised offer, and intend to recommend shareholders accept the offer if there is no superior proposal.

Chairman Humphris said independent directors had pressed for a full takeover offer. "We pressed hard for a full takeover because we thought it will resolve all the issues for everybody, but whilst we pressed hard we didn't press for very long, because it was quite clear that was not a possibility," he said.

Verdes said in a telephone interview with Reuters earlier this week that Hochtief was only aiming for 74 percent control partly because it wanted to "avoid possible disruptions into our aligned finance arrangements". He didn't disclose details of the financial arrangements.

Many of Leighton's debt facilities have a covenant which requires the debt to be refinanced if another company takes 75 percent control, Morningstar's Macmillan said.

($1 = 1.1146 Australian Dollars) (Reporting by Maggie Lu Yueyang; Editing by Kenneth Maxwell)

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