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Exhibit (a)(10)
ESSEN, August 16, 1999 (Construction & Civil Engineering)
HOCHTIEF AGREES TO MERGE WITH LEADING U.S. CONSTRUCTION FIRM
PLANNED MERGER EXPANDS THE GROUP'S PRESENCE TO COVER THE ENTIRE AMERICAN
MARKET
HOCHTIEF and The Xxxxxx Corporation, New York, today entered into merger
agreement under which HOCHTIEF will acquire all of the outstanding common stock
of Xxxxxx. The two companies reached agreement to that effect in New York
following intensive negotiations. The Board of Directors of Xxxxxx has
unanimously approved the merger agreement. As a result, HOCHTIEF will move a
huge step closer to its objective of being fully represented throughout the U.S.
market.
Certain officers and directors of Xxxxxx, as well as Turner's largest
stockholder, EBSPSW Holding AG, have agreed to tender Xxxxxx shares owned by
them, representing in the aggregate approximately 22 percent of the outstanding
voting power of Xxxxxx, and to grant HOCHTIEF an option to buy such shares in
accordance with, and subject to, the terms of an agreement among HOCHTIEF and
such stockholders.
The Xxxxxx Corporation, founded in 1902, is today primarily involved in general
construction. Like HOCHTIEF, Xxxxxx focuses on planning and building complex
projects, both as general contractor and as construction manager. With work
completed in 1998 valued at US$4.1 billion, Xxxxxx is the second largest company
in the U.S. general building market.
HOCHTIEF is offering existing Xxxxxx'x common shareholders US$28.625 per share.
As a first step, a U.S. subsidiary of HOCHTIEF will make a tender offer for all
Xxxxxx shares. HOCHTIEF will not be obliged to purchase the stock offered by
present shareholders unless the amount of stock tendered is sufficient to attain
a two-thirds majority of the total voting power of Xxxxxx. HOCHTIEF's obligation
to purchase shares in the tender offer will also be conditioned upon the
satisfaction or waiver of certain customary conditions, including expiration or
termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976. The offer to shareholders will remain in force until
mid-September.
Xx. Xxxx-Xxxxx Xxxxxx, President and Chief Executive Officer of HOCHTIEF: "A
takeover only creates synergies if both parties have a similar vision of the
future. We have found just such a partner in Xxxxxx. This company will greatly
enrich our global strategy."
Xxxxx X. Xxxxxxxx, Xx., Chairman and Chief Executive Officer of Xxxxxx:
"HOCHTIEF has the full support of our Board. We are delighted to have such a
strong partner take this interest in Xxxxxx, and we are confident that together
we will be a powerful combination in the marketplace."
HOCHTIEF anticipates that synergies will be reaped in all of its corporate
divisions:
- BUILDING: Xxxxxx has been extraordinarily successful in the building
market. The projects it has brought to fruition include Madison
Square Garden in New York, the Boeing Sheet Metal Center in
Washington state, the Chrysler Electronics City in Alabama, United
Airlines Terminal One in Chicago, Carnegie Mellon University in
Pittsburgh, and Warner Bros. Pavilion in California.
- CIVIL: In the years ahead, an extensive public infrastructure
program is due to be implemented in the United States. This will
also provide considerable impetus to Xxxxxx'x operations. This is a
good opportunity for HOCHTIEF to inject some of its own experience
gained in the infrastructure business.
- AIRPORT: Xxxxxx has collaborated with U.S. airlines and airports for
many years, which means it already has excellent good contacts in
these fields. Numerous U.S. airports are likely to be privatized in
the years ahead - and this is a business in which HOCHTIEF is
already active today.
- INTERNATIONAL: Xxxxxx'x 3,000 employees are distributed among 41
offices, thus covering the whole of the U.S.A. This allows HOCHTIEF
to provide international key accounts in North America with
outstanding support.
With its work completed valued at DM12.3 billion last year, HOCHTIEF is
Germany's largest construction firm. Roughly 48 percent of the Group's business
is done outside Germany. HOCHTIEF is increasingly involved not only in planning
and building, but also in financing and operating complex infrastructure and
other projects.
HOCHTIEF's operations in North America have in the past been channeled via its
participating interest in Xxxxxxxx Corporation, of Phoenix, Arizona. It will
retain its current holding of 35.34 percent of Xxxxxxxx'x equity unchanged.
Kitchell primarily operates in the traditional construction and general
contracting business in the South Western United States.
