Corporate
27 March 2022

Target's statement released in response to HOCHTIEF Australia offer

CIMIC Group Limited (CIMIC) announces that it has today released its target's statement (Target's Statement) in response to the off-market takeover offer by HOCHTIEF Australia Holdings Limited, for all of the ordinary shares in CIMIC in which HOCHTIEF does not have a relevant interest at an offer price of $22.00 cash per share (Offer).

Following the announcement of the Offer, the CIMIC Board of Directors established the Independent Board Committee (IBC), comprising independent directors Russell Chenu and Kate Spargo, with responsibility for considering, evaluating and responding to the Offer.

The IBC appointed Grant Thornton Corporate Finance Pty Limited as Independent Expert to assess the merits of the Offer. The Independent Expert has concluded that the Offer is fair and reasonable to CIMIC Shareholders other than HOCHTIEF Australia. The Independent Expert has assessed the estimated market value of CIMIC Shares on a controlling and 100% basis to be in the range of $19.26 and $25.05 per CIMIC Share.

The IBC unanimously recommends that CIMIC Shareholders accept the Offer in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Offer is fair and reasonable to CIMIC Shareholders. In addition, each IBC member intends to accept the Offer in respect of all CIMIC Shares held or controlled by them or held on their behalf in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Offer is fair and reasonable to CIMIC Shareholders.

The Target's Statement sets out the IBC’s reasons for its recommendation and other information that is material to shareholders in assessing the Offer. CIMIC Shareholders should read the Target’s Statement (including the Independent Expert’s Report) carefully in full and, if required, seek independent advice if they are in any doubt as to how to respond to the Offer.

The Target's Statement has or will be sent to HOCHTIEF and lodged with the Australian Securities and Investments Commission today.

The Target's Statement will be dispatched to CIMIC Shareholders today by the following means:

  1. if shareholders have nominated an email address to receive communications from CIMIC, then they will receive an email to their nominated email address with a link to an electronic copy of the Target's Statement; and
  2. if shareholders have not nominated an email address to receive communications from CIMIC, then they will receive a letter from CIMIC to their registered postal address, which will contain details of where they can access an electronic copy of the Target's Statement or how to request a hard copy of the Target's Statement.
CIMIC Shareholders may also request a hard copy of the Target's Statement be sent to them (if in Australia, by pre-paid ordinary post or by courier, or, if outside Australia, by pre-paid airmail post or by courier) by contacting the CIMIC information line on 1300 620 408 (within Australia) or +61 3 9415 4639 (outside Australia) between 9:00am and 5:00pm (AEST) Monday to Friday, excluding public holidays.

View the target's statement and other relevant documents to HOCHTIEF Australia's offer here.