As a result of the offer, Hochtief local subsidiary Hochtief Australia Holdings will increase its stake in Leighton from 58.8% to up to 73.8% for a total cash consideration of about $A1.2 billion.
Hochtief acquired Leighton shares on a three-for-eight basis at a price of $22.50 per share, representing a 20.6% premium over the dividend adjusted five-day volume weighted average price of $18.65 per share.
It reflected a higher premium compared to the original offer made earlier this week, which proposed a purchase price of $22.15 per share.
Following acceptance of the offer, Hamish Tyrwhitt resigned as CEO of Leighton and is set to be replaced immediately by Hochtief CEO Marcelino Fernandez Verdes.
Leighton chief financial officer Peter Gregg also resigned.
“Hochtief is committed to improving the performance of Leighton for the benefit of all Leighton shareholders and I welcome the challenge to lead Leighton through its next phase of global growth building on the solid foundation established by Hamish and his colleagues during the last three years,” Fernandez Verdes said.
Under the terms of the bid implementation agreement, two new Hochtief representatives have been appointed to the Leighton board and three Leighton directors are planning to resign or retire by the 2014 annual general meeting.
“Hamish and Peter have both been outstanding leaders of our business, having successfully brought Leighton through a period of stabilisation and set the company on a pathway to growth by substantially rebasing our operations,” Leighton chairman Robert Humphris said.
“Employees, clients and shareholders have and will continue to benefit from the value they have created and the board and I sincerely thank them both for their contribution.
“I am personally grateful for the dedication, drive and leadership Hamish has shown during his 27 years of distinguished service with the group and for Peter’s excellent contribution to our financial and strategic direction through a challenging time in the company’s history.”
Acceptance of the agreement follows a 14% spike in Leighton’s share price last week, which in turn sparked concerns of insider trading.
However, Leighton said the company’s securities were not traded at any time when the company was in possession of information regarding the deal that was unavailable to the market.
The Australian Securities Exchange addressed the issue with the company but no formal investigation has been initiated.
Last month, Leighton marked a 30% year-on-year increase in underlying net profit after tax of $584 million for 2013 in a preliminary annual report.
Revenues for the year were reported 6% higher at a record $24 billion.
Shares in Leighton were last trading 0.7% lower at $22.09.
