Hochtief installs own CEO at helm of Leighton, sweetens offer to raise majority stake

SYDNEY Wed Mar 12, 2014 8:33pm EDT

CEO of Hochtief AG, Marcelino Fernandez Verdes addresses the annual news conference in Duesseldorf February 28, 2013. REUTERS/Ina Fassbender

CEO of Hochtief AG, Marcelino Fernandez Verdes addresses the annual news conference in Duesseldorf February 28, 2013.

Credit: Reuters/Ina Fassbender

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

In a statement on Thursday, Hochtief also said it has marginally sweetened a bid to increase its stake in Australia's biggest builder to about 74 percent from 58.77 percent currently. Hochtief is now offering A$1.205 billion ($1.08 billion), up from the A$1.155 billion it first offered on Monday.

Hochtief said on Thursday that Leighton's chief executive Hamish Tywhitt resigned after the offer, which is subject to the approval of Australia's Foreign Investment Review Board. Tywhitt will be immediately replaced by Hochtief's chief executive Marcelino Fernandez Verdes, the German company said.

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

Under terms of the 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.

Leighton shares dropped 0.6 percent after the announcement to A$22.12 as of 0018 GMT.

The German company, in turn controlled by Spain's ACS (ACS.MC), 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.

Leighton's independent directors unanimously support the revised offer, and intend to recommend shareholders accept the offer if there is no superior proposal, Hochtief said.

($1 = 1.1146 Australian Dollars)

(Reporting by Maggie Lu Yueyang; Editing by Kenneth Maxwell)

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