Essen-based Hochtief said it will reduce its offer of 18.76 euros for Abertis by 0.40 euros per share to 18.36 euros if Abertis pays a 0.40 euro dividend.
Abertis said on Feb. 7 its board proposed to pay a second dividend against 2017 earnings of 0.40 euro gross per share.
Atlantia has secured funding to raise its own bid which is expected to value Abertis at no less than 19 euros a share, with the Italian bidder ready to pay only in cash, rather than using a mix of cash and shares as initially envisaged, two sources told Reuters earlier this month.
The takeover battle is now entering its final stages after Hochtief secured unconditional EU antitrust approval for its bid on Feb. 2.
Reporting by Andreas Cremer; Editing by Adrian Croft