Leighton Holdings has stepped up its pressure on both Australian regulators the Spanish shareholder bidding for German parent (of Leighton) Hochtief AG.
Leighton told the ASX yesterday that it had lodged a submission with the Australian Securities and Investments Commission in response to a move by Spanish construction firm Actividades des Construccion y Servicios SA to launch a takeover (all paper) for Hochtief AG, which holds a 56% stake in Leighton.
Leighton shares rose 1.3%, and then fell as the wider market weakened and close down 1%.
Leighton shares finished off 12c at $37.32.
In the statement, Leighton chairman David Mortimer said.
“Leighton’s independent directors are focused on assessing the ACS bid and responding to it in a way which protects and enhances value for Leighton’s many stakeholders and specifically its minority shareholders,” said Mr Mortimer.
“For value to be protected for all shareholders, Leighton considers that any ACS bid required by ASIC downstream be a fully priced cash bid for the minority stake which recognizes the inherent value in the Company, including a premium for control.
"If such a bid is not forthcoming, then Leighton considers that the only acceptable alternative for shareholders is a guarantee of the Company’s independence, including its brands, market position and operations.
“Pursuant to the protocols established with Hochtief over many years, and reflected in the governance statements of Leighton’s Annual Reports in all years since, Leighton is controlled in a practical and substantive sense by an independent board and independent management,” Mr Mortimer said in the statement.
“Indeed, it is that independence which has both facilitated Leighton’s growth since Hochtief’s original investment in 1983 to become one of the leading global contracting companies and the world’s largest contract miner, and provided minority shareholders with a simple and compelling investment decision.
"That independence has been to the benefit of Leighton’s 45,340 direct employees and almost 67,000 shareholders, many of whom are small holders.
“Any changes that are likely to be made to our governance arrangements or shareholdings, no matter by whom will be carefully considered in the context of any implications for the Company’s minority shareholders,” said Mr Mortimer.
Mr Mortimer also noted that Leighton’s management team remains focused on the operation of the business as evidenced by a number of recent high profile contract announcements.
Leighton Holdings Limited’s Chief Operating Officer and CEO-elect, Mr David Stewart, said that the recent project wins demonstrate that the company is continuing to power ahead.
“In the last few weeks, the Group has been awarded a A$170 million gold mining contract in the Philippines, a A$348 million mining contract at the Jellinbah coal mine in Queensland, the building of a A$660 million sludge treatment facility in Hong Kong, construction of a AED1.04 billion (around A$300 million) port project in Abu Dhabi and a A$105 million contract to upgrade a water reclamation plant in South East Queensland.
"These project awards are testament to the capabilities, strength, and financial acumen of the Leighton Group.
“This work represents just a small slice of the new business that Leighton companies have acquired in recent months. We are a significant force in both the Australian and international contracting markets and are extremely well positioned to continue to drive good returns and long-term growth for shareholders,” said Mr Stewart."
Significantly there was no comment on the statement from current CEO Wal King, who will be replaced by Mr Stewart later this year.
There have been media reports in recent months that Mr King is close to ACS.
The chances of ACS launching a bid for Leighton look remote. The fact that it is bidding with shares for Hochtief indicates it can’t afford cash.
And Sigma Pharmaceuticals says it has extended an exclusivity agreement with Aspen Pharmacare Holdings to October 29, allowing it more time to negotiate the details of the sale of its pharmaceuticals division.
The original agreement expired last Friday, October 15.
Sigma announced on August 16 that it had agreed to sell its pharmaceuticals division to Aspen for $900 million, subject to formal documentation.
Sigma shares eased half a cent to 46.5c.
