ACS Publishes Offer Document for the Public Tender Offer for HOCHTIEF - Acceptance Period Begins

By Grupo Acs acs Actividades De Construccin Y Servicios S.a., PRNE
Tuesday, November 30, 2010

BaFin gives Permission for Offer Document

MADRID, December 1, 2010 - Grupo ACS (ACS, Actividades de Construcción y Servicios, S.A.)
today published the offer document for the voluntary public tender offer for
HOCHTIEF. The offer document in accordance with the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
was approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungs­aufsicht, BaFin). It will be
available today at

From today, shareholders of HOCHTIEF may tender their shares
to ACS. To do so, they must issue a written declaration to their respective
custodian bank. ACS has appointed Joh. Berenberg, Gossler & Co. KG to act as
central settlement agent in connection with the exchange offer. The
acceptance period will end at 12 midnight CET on December 29. ACS expects the
entire offer to be completed by early February 2011.

As announced on September 16, 2010, HOCHTIEF shareholders will receive
eight ACS shares for every five HOCHTIEF shares. The offer is subject to
certain conditions, including the relevant antitrust approvals.

The creation of the combined group will allow shareholders to
benefit from the strength of a world leader in the infrastructure industry.
In this industry, scale will be a key success factor in the future, because
projects tend to increase in size, and a growing percentage is expected to be
financed by the private sector. ACS and HOCHTIEF together will have the size,
geographical spread and expertise to bid for any project on any continent.

HOCHTIEF to remain an independent German-listed company

The offer document contains clear commitments towards
HOCHTIEF: As previously stated, a domination agreement or profit and loss
transfer agreement is not intended. HOCHTIEF will remain a German-listed
company with a substantial free float, headquartered in Essen and will
continue to operate under its successful brands such as HOCHTIEF, Leighton,
Turner and Flatiron in the various regions of the world.

No adverse effects on HOCHTIEF's financial situation

Furthermore, ACS clarifies in the offer document that the
financial consolidation of HOCHTIEF will have no adverse effects on
HOCHTIEF's financial position. There will be no actual transfer of assets
from HOCHTIEF to ACS, and there are no plans which would result in an
increase of HOCHTIEF's indebtedness outside the ordinary course of business.

No divestments

Furthermore, ACS specifically states in the offer document
that it has no intentions regarding the use of the assets of HOCHTIEF. In
particular, there are no plans to cause HOCHTIEF to divest parts of its
activities. This includes in particular that ACS has neither an intention to
cause a sale of the HOCHTIEF subsidiaries Leighton, Turner or Flatiron nor to
change any of the existing corporate governance arrangements for these

Co-determination and existing agreements to be respected

ACS has the highest respect for the German business model and
is committed to fully respect co-determination and collective bargaining and
works council agreements. The transaction will not result in changes
regarding the employees of HOCHTIEF Group, their employment conditions or the
employee representation, including the co-determination of the supervisory
board of HOCHTIEF.

More information about the public tender offer is available at

About Grupo ACS

Grupo ACS (ACS, Actividades de Construcción y Servicios, S.A.),
headquartered in Madrid/Spain, is a world leader in infrastructure
development. In 2009, the Group's revenues totaled EUR15,606 million. ACS
has more than 146,000 employees operating in 41 countries. ACS is listed on
the Madrid Stock Exchange.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares in HOCHTIEF Aktiengesellschaft (the "HOCHTIEF
Shares"). Moreover, the announcement is neither an offer to purchase nor a
solicitation to purchase shares in ACS, Actividades de Construcción y
Servicios, S.A. (the "ACS Shares"). The public offer by ACS, Actividades de
Construcción y Servicios, S.A. to the shareholders of HOCHTIEF
Aktiengesellschaft is exclusively made on the basis of the terms set out in
the offer document. Investors and holders of HOCHTIEF Shares are strongly
recommended to read the offer document and all announcements published in
connection with the public offer, since they contain important information.

Subject to certain exceptions, the public offer will not be made directly
or indirectly, in or into the United States, Japan or any other jurisdiction
where to do so would constitute a violation of the laws of such jurisdiction,
or by use of the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone and the internet) of interstate
or foreign commerce, or any facility of a national securities exchange, of
the United States, Japan, or any other jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction. Accordingly, copies
of this announcement or any accompanying documents are not being, directly or
indirectly, mailed or otherwise distributed, forwarded or transmitted in,
into or from the United States, Japan, or any other jurisdiction where to do
so would constitute a violation of the laws of such jurisdiction.

The ACS Shares have not been, and will not be, registered under the US
Securities Act of 1933 or with any securities regulatory authority of any
state or other jurisdiction of the United States or under the applicable
securities laws of Japan. Accordingly, subject to certain exceptions, the ACS
Shares may not be offered or sold within the United States or Japan or any
other jurisdiction where to do so would constitute a violation of the laws of
such jurisdiction, or to or for the account or benefit of any person in the
United States
or Japan.

To the extent permissible under applicable law or regulation, ACS and
persons acting on its behalf may from time to time make certain purchases of,
or arrangements to purchase, directly or indirectly, HOCHTIEF Shares or any
securities that are immediately convertible into, exchangeable for, or
exercisable for, HOCHTIEF Shares, other than pursuant to the public offer,
before, during or after the period in which the offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases and arrangements to purchase will be disclosed as required by
law or regulation in Germany or other relevant jurisdictions.

This announcement includes forward-looking statements about ACS, HOCHTIEF
and the enlarged group. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. ACS cautions you that
forward-looking statements are not guarantees of the occurrence of such
future events or of future performance and that in particular the actual
results of operations, financial condition and liquidity, and the development
of the industry in which ACS and HOCHTIEF operate may differ materially from
those made in or suggested by the forward-looking statements contained in
this announcement. Any forward-looking statements speak only as at the date
of this announcement. Except as required by applicable law, ACS does not
undertake any obligation to update or revise publicly any forward-looking
statement, whether as a result of new information, future events or

    Company Contacts:

    German and international media:

    Phoebe Kebbel
    Hering Schuppener Consulting
    Phone: +49-69-921874-77
    Mobile: +49-173-2862110

    Oda Wöltje
    Hering Schuppener Consulting
    Phone: +49-69-921874-47
    Mobile: +49(151)15176631

    Australian media:

    Kate Inverarity
    Nightingale Communications
    Phone: +61-3-9614-6930
    Mobile: +61-413-163-020

    Lisa Keenan
    Nightingale Communications
    Phone: +61-3-9614-6930
    Mobile: +61-409-150-771

    Investor Relations:

    Grupo ACS
    Avda. Pío XII, ndegrees 102
    28036 Madrid, Spain
    Tel: +34-91-343-92-00
    Fax: +34-91-343-94-56

Company Contacts: German and international media: Phoebe Kebbel, Hering Schuppener Consulting, Phone: +49-69-921874-77, Mobile: +49-173-2862110, pkebbel at ; Oda Wöltje, Hering Schuppener Consulting, Phone: +49-69-921874-47, Mobile: +49(151)15176631, owoeltje at ; Australian media: Kate Inverarity, Nightingale Communications, Phone: +61-3-9614-6930, Mobile: +61-413-163-020, kate at ; Lisa Keenan, Nightingale Communications, Phone: +61-3-9614-6930, Mobile: +61-409-150-771, lisa at ; Investor Relations: Grupo ACS, Avda. Pío XII, ndegrees 102, 28036 Madrid, Spain, Tel: +34-91-343-92-00, Fax: +34-91-343-94-56, e-mail: infogrupoacs at

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