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Hochtief board recommends shareholders not to accept ACS offer

The Hochtief Executive Board and the Supervisory Board (the latter acting through the Ad-hoc Committee) published their Joint Supplementary Opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG). This Supplementary Opinion refers to the amendment, of December 15, 2010, to the voluntary public takeover offer by the Spanish construction group Actividades de Construcción y Servicios, S.A. (ACS). In their Opinion, the Executive Board and the Supervisory Board continue to recommend the Hochtief shareholders not to accept the offer.

ACS had increased its offer on December 15, 2010, and now offers nine ACS shares in exchange for five Hochtief shares. The Executive Board and the Supervisory Board of Hochtief also deem this increased offer consideration inadequate from a financial perspective. This is also confirmed by Credit Suisse and Deutsche Bank in their respective Inadequacy Opinions which have been newly prepared following the offer increase, and are attached to the Supplementary Opinion. The implicit value of the increased offer consideration does not reflect the fundamental value of the Hochtief stock. The new offer by ACS still remains below the average of the analysts' assessments according to which the upside target of the Hochtief stock was EUR 72.80 as of December 16, 2010. The increased offer consideration also remains lower than the Hochtief stock price. In all other respects, the statements by the Executive Board and by the Supervisory Board included in the Joint Opinion of December 15, 2010 continue to apply.



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