ACS Says Hochtief Board List Isn’t Fair, Will Propose Own Plan
Actividades de Construccion & Servicios SA said it will offer its own plan for the Hochtief AG (HOT) supervisory board after the German builder it’s acquiring proposed a list of candidates with only two ACS representatives.
Hochtief included ACS executives Angel Garcia Altozano and Marcelino Fernandez Verdes in its nominations for the eight- person board in an invitation to the May 12 shareholder meeting in Essen, Germany, posted on its website today.
The proposal was “disappointing,” and didn’t respect “market-usual rights,” Oda von Dreising, an ACS spokeswoman, said in e-mailed comments. “ACS will communicate their intentions” for the meeting “in due time,” she said. ACS controls more than 43 percent of the voting rights when adjusted for Hochtief’s treasury stock, and is sticking to a plan to attain 50 percent in the medium term, von Dreising said.
If Madrid-based ACS offers its own list, shareholders at the meeting will choose between representatives suggested by Hochtief or by its largest shareholder, in a showdown that may be decided by the stake ACS holds until then and by how many investors attend the meeting.
Hochtief’s management had unsuccessfully opposed the takeover, drawing criticism from ACS, shareholders, and from labor representatives on its supervisory board.
Hochtief also nominated Yousuf Al Hammadi, representing the second-largest shareholder, Qatar; Detlev Bremkamp, the current supervisory board chairman; former Chief Executive Officer Hans- Peter Keitel; Heinrich von Pierer, former CEO of Siemens AG; Wilhelm Simson, former co-CEO of E.ON AG; and former Continental AG CEO Manfred Wennemer.
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