Hochtief owns 58.7% of Leighton and if its offer is successful, that would increase to 74.2%.

The German company will offer to acquire three out of every eight Leighton shares held at a price of $22.15 cash per share, an 18.8% premium over the dividend-adjusted five-day volume weighted average price of Leighton shares.

A 60c per share dividend declared by Leighton last month will not be deducted from the offer price.

Hochtief said it intended to increase its representation on the Leighton board, though it continued to support independent chairman Robert Humphris.

Out of 10 board members, Hochtief holds three seats.

Hochtief said it would work with Leighton directors to complete a broad-based general review of the company’s operating model, which was already underway.

“A particular focus of the review is whether existing operating businesses of Leighton can be more efficiently structured,” Hochtief said.

“Hochtief sees benefit in Leighton maintaining an ASX listing and an Australian head office.”

Leighton noted the potential bid and said its independent directors recognised it was conditional and would only make a recommendation once a bidder’s statement was received, expected by the end of the month.

The proposed offer comes after Leighton received a price query from the ASX on Friday after its shares rose.

Leighton offered no explanation as to why its shares jumped nearly 14% over Thursday and Friday.

Shares in Leighton were unchanged at $20.72 this morning.