ACS Welcomes Decision by Takeovers Panel

By Grupo Acs, PRNE
Sunday, November 7, 2010

MADRID, November 8, 2010 -

    - Panel Declines to Commence Proceedings Regarding HOCHTIEF Tender Offer

    - No Offer for Leighton Required

    - This announcement and the information contained herein are restricted
      and are not for release, publication or distribution, in whole or in
      part, in or into the United States, Canada or Japan.

The Australian Takeovers Panel today declined to commence
proceedings and rejected the applications by HOCHTIEF AG and Leighton
Holdings Ltd. (Leighton) requiring Grupo ACS (ACS, Actividades de
Construcción y Servicios, S.A.) to make an offer for HOCHTIEF's subsidiary
Leighton Holdings as part of its takeover offer for HOCHTIEF. HOCHTIEF holds
a stake of 54.5 percent in Leighton.

ACS welcomes the Panel's decision. The Panel considered "that
there was no reasonable prospect that it would declare the circumstances
unacceptable and no reasonable prospect of it reversing an ASIC decision not
to modify the law." It is a clear signal that ACS's offer for HOCHTIEF can
proceed as planned. As previously stated, ACS is prepared to stand by the
current governance arrangements between Leighton and HOCHTIEF.

Upon approval by BaFin, the official public tender offer will
be published in accordance with the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), and will further
be made available on:

ACS expects the acceptance period to begin by the end of
November and is confident that the entire offer will be completed
successfully by the end of January 2011.

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 144,000 employees operating in 41 countries. ACS is listed on the
Madrid Stock Exchange.

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of
an offer to sell HOCHTIEF Shares. Moreover, the announcement is neither an
offer to purchase nor a solicitation to purchase ACS Shares. The final terms
and further provisions regarding the public offer will be disclosed in the
offer document after the publication has been approved by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht). ACS reserves the right to deviate in the
final terms of the public offer from the basic information described herein.
Investors and holders of HOCHTIEF Shares are strongly recommended to read the
offer document and all documents in connection with the public offer as soon
as they are published, since they will contain important information.

Subject to certain exceptions to be approved by the relevant regulators
or certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into the United States, Canada, Australia,
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, Canada,
Australia or Japan. 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
, Canada, Australia or Japan.

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 Canada, Australia and Japan. Accordingly, subject to
certain exceptions, the ACS Shares may not be offered or sold within the
United States
or Canada, Australia and 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, Canada,
Australia or Japan.

To the extent permissible under applicable law or regulation, and in
accordance with normal German market practice, ACS or its brokers (acting as
agents) 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 will
be disclosed as required by law or regulation in Germany or other relevant

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 future performance and
actual results of operations, financial condition and liquidity, and the
development of the industry in which ACS and HOCHTIEF operates 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 otherwise.

    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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