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DEVINE Limited (ASX:DVN) has advised shareholders to take no action in CIMIC Group Limited's (ASX:CIM) proposed takeover bid.
Through its wholly-owned subsidiary CIMIC Residential Investments, the Spanish-owned construction company has offered 75c per share for Devine.
The offer represents a 31.3 per cent premium in the average share price, based on the company's profit downgrade of 57c per share last month.
CIMIC already controls 50.63 per cent of Devine and is seeking full ownership.
"As a major shareholder in Devine for more than eight years, CIMIC has been supportive of its management and board," CIMIC says in a statement.
"However, the recent profit downgrade and rapid deterioration in Devine's performance have caused the CIMIC board to conclude that decisive action must be taken to ensure that the value of Devine is protected for all shareholders."
The announcement follows the resignation of Devine CEO and managing director David Keir last week. CFO and company secretary Craig Bellamy has taken over the role in the interim.
CIMIC has outlined plans to reconstitute the Devine board and appoint a new CEO to lead the business if the takeover receives the green light.
CIMIC expects to lodge the bidder's statement with ASIC as soon as possible, which will be sent to Devine shareholders shortly after.
The Devine board has indicated they will consider the offer and will keep the market updated with any further developments.
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