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* Conditional off-market offer would raise stake from 59 pct
* Hochtief seeks more directors, business structure review
* Shares surge 11 pct on A$22.15 cash per share offer
(Adds CEO interview comment, deal details, background)
By Maggie Lu Yueyang
SYDNEY, March 10 (Reuters) - German builder Hochtief AG
Hochtief, which currently owns 58.77 percent of Leighton, said on Monday it aims to raise its holding in Australia's biggest builder to 74.23 percent for A$1.155 billion ($1.05 billion) in an off-market offer that requires regulatory approval. Leighton's shares jumped 11 percent on the news.
Germany's biggest builder said it wants more seats on Leighton's board to reflect the bigger stake. Hochtief said it would work with the board to review operations, focusing on "whether existing businesses of Leighton can be more efficiently structured".
The offer comes a year after Leighton's former chairman quit in a row with Hochtief, saying he felt the German builder no longer supported his company's independence.
The Hochtief move also echoes the gradual acquisition strategy adopted by its own largest shareholder, Spain' ACS
Since ACS took control in 2011, Hochtief has since launched a wide-ranging transformation that includes cost cuts and the sale of airports and other non-core assets, which brought proceeds of 1.8 billion euros ($2.5 billion) last year. Leighton contributed about 90 percent of Hochtief's group pretax profit in 2012.
In a telephone interview, Hochtief chief executive Marcelino Fernandez Verdes said the German company would keep its holding in Leighton below 75 percent.
"The reason is because we wish that Leighton's business operations to continue as normal, and we want to avoid possible disruptions into our aligned finance arrangements," he said. The CEO declined to specify how many directors Hochtief ultimately aims to have on Leighton's board.
Under terms of the offer, Hochtief plans to make a conditional off-market offer to acquire 3 out of 8 shares not already owned by Hochtief for A$22.15 cash per share.
The offer is subject to the approval of Australia's Foreign Investment Review Board, it added. Hochtief will dispatch a detailed bidder's statement by the end of March.
Having touched a one-year high of A$23.15, Leighton shares held onto their 11 percent gain and were trading at A$23.00 at 0237 GMT. Analysts said the move could boost ACS and Hochtief's global expansion plans.
"They see it as a really good opportunity to consolidate the business and gain greater access to those markets," said Morningstar analyst Ross Macmillan.
"That (74 percent stake) puts them in a very strong position on Leighton's board ... so it gives them almost virtual control of basically everything that occur at Leighton," Macmillan said.
Leighton said in a statement that its independent directors would consider the bid, but declined to comment further.
Hochtief said it has reserved its right to "depart from the informal and non-binding governance principles" now in place at Leighton, although it added it continues to support the current independent chairman Robert Humphris.
($1 = 1.1016 Australian dollars)
(Reporting by Maggie Lu Yueyang; Editing by Edwina Gibbs and Kenneth Maxwell)
((maggie.luyueyang@thomsonreuters.com)(+61 2 93731819)(Reuters Messaging: maggie.luyueyang.thomsonreuters.com@reuters.net))
Keywords: AUSTRALIA LEIGHTON HLDGS/HOCHTIEF AG