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A proposed takeover of Leighton Holdings Ltd.'s (LEI.AU) German parent Hochtief AG (HOT.XE) by Spain's Actividades de Construccion y Servicios S.A. (ACS.MC) isn't likely to trigger a full takeover of the Australian construction company but could mean a change of strategy, analysts said Friday.

ADS on Thursday made an all-stock offer valued at about EUR2.73 billion for the 70% of Hochtief it doesn't already own. Hochtief owns 54% of Leighton, which only this week announced the impending retirement of long-serving Chief Executive Wal King.

Hochtief said it hasn't received an offer yet.

UBS analyst John Freedman said that while ACS could sell the Leighton stake, a more likely scenario would be to reduce Hochtief's corporate costs and sell some non-construction European assets. "A block trade out of Leighton seem unlikely, in our view, as is an outright bid for Leighton," Freedman said.

A bid is unlikely because ACS has used its own stock for the Hochtief offer, ACS is a construction conglomerate with a history of holding controlling stakes in other contractors and Leighton offers it a high growth exposure to emerging markets, Freedman said.

Deutsche Bank analyst Craig Wong-Pan agrees that ACS is likely to retain its stake in Leighton but said the transaction is a slight negative to Leighton due to potential changes to its management and strategic direction.

Hochtief currently has four seats at Leighton's board of 12 directors and ACS may seek a greater number of seats but is unlikely to make any executive changes, Wong-Pan said.

"ACS does not have any exposure to contract mining and has minimal exposure to the resources sector," he said.

"Therefore, ACS could seek to limit Leighton's exposure to contract mining and expanding into the Asian resources markets."

Leighton shares last traded at A$33.57.

-By Ross Kelly, Dow Jones Newswires; 61-2-8272-4692; Ross.Kelly@dowjones.com