ABB single share acceptance exceeds 90 percent by ABB AG shareholders

Exchange offer periods extended for remaining shareholders, trading in new share expected to start end of June

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE USA, CANADA, AUSTRALIA OR JAPAN

Zurich, Switzerland, May 5, 1999 - Acceptance of ABB’s offers to exchange the multi-class shares of its two parent companies for a new single-class share has exceeded 90 percent among shareholders of ABB AG, its Swiss-based parent. The ABB AG offer ended on May 4.

To give the remaining ABB AG shareholders the opportunity to take part in the share exchange, and to harmonize the exchange offer timetable for shareholders of ABB AB of Sweden, ABB said today that it will extend the acceptance period for both exchange offers (including the mandatory extension period required under Swiss law) until June 15. An announcement of the ABB AB exchange offer acceptances will be made shortly after that date. The ABB AB acceptance period was originally scheduled to end on May 26. ABB expects trading in the new share to begin at the end of June, 1999.

During the original exchange offer period for ABB AG shareholders and based on preliminary figures, 5,187,774 ABB AG registered shares, or 94.8 percent of the total outstanding, and 7,347,422 ABB AG bearer shares, or 90.1 percent of the total outstanding, were tendered for exchange. As a preliminary result, the Zurich-based company created to issue the new single share - to be called ABB Ltd - would hold 90.6 percent of the capital and 92.0 percent of the voting rights of ABB AG.

Trading in the new single share is now expected to begin on the Stockholm Stock Exchange on June 22 and on the stock exchanges in Zurich, London and Frankfurt on June 28. The CHF 278 million special dividend to ABB AG shareholders to equalize the net cash positions of ABB AG and ABB AB - CHF 30 gross per bearer share and CHF 6 gross per registered share - is expected to be paid on June 25, 1999.

The Boards of Directors of ABB and its parent companies announced on February 4 the plan to create a single-class share to replace the current four classes of shares of ABB AB, Sweden, and ABB AG, Switzerland. The main objectives of the plan are to give ABB greater financial flexibility and to increase transparency for investors. The introduction of the single share is also an important step in preparing for a full U.S. stock exchange listing. The exchange offers require the tender of shares representing more than 90 percent of both share capital and votes in both companies, although the exchange may be completed under certain circumstances below the 90-percent level.

As announced in February, ABB also plans to create a separate special dividend mechanism that would allow shareholders with tax residence in Sweden to receive their future dividends in Swedish kronor in a similar way as they do today without deduction of Swiss withholding tax. The mechanism remains under tax review by the Swedish Supreme Administrative Court. The outcome of the review is not expected to have an impact on the creation of a single-class ABB share.

ABB is a global engineering and technology company serving customers in power generation, transmission, and distribution; automation; oil, gas, and petrochemicals; industrial products and contracting; and financial services. ABB employs about 210,000 people in more than 100 countries.

Indicative Timetable

DateABB ABABB AG
May 26End of acceptance period
June 2Start of additional acceptance period
June 15End of acceptance period End of additional acceptance period
June 17Last day of trading in Temporary Depositary Receipts
June 21Announcement of final result of the ABB AB exchange offerAnnouncement of final result of the ABB AG exchange offer
June 25Payment of special dividend to ABB AG shareholders (assuming completion of exchange offers). Last day of trading in ABB AG shares notified for exchange (second-line)
Assuming completion of the exchange offers:
ABB Ltd
June 221st day of trading in ABB Ltd shares on the Stockholm Stock Exchange. The trading from June 22, 1999 through and including June 24, 1999 will be on a “when issued” basis. The trading from June 22, 1999 through and including June 23, 1999 will be settled on June 29, 1999.
June 281st day of trading in ABB Ltd shares on stock exchanges in Zurich (Swiss Exchange SWX), the Frankfurt Stock Exchange and the London Stock Exchange. ABB Ltd shares available in former ABB AG shareholders’ custody accounts
June 29ABB Ltd shares available in former ABB AB shareholders’ accounts
A version of this release with more detail for Swedish investors was issued in Sweden today. Attached below is an English translation of that release (Word 2.x for Windows).

ABBshare.doc

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSESSIONS. THE SHARES OF ABB LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS.

The above information has been approved by Morgan Stanley & Co. Limited (which is regulated by the Securities and Futures Authority Limited), solely for the purposes of Section 57 of the Financial Services Act 1986. Morgan Stanley & Co. Limited is acting for ABB Asea Brown Boveri Ltd in connection with the exchange offers and no one else and will not be responsible to anyone other than ABB Asea Brown Boveri Ltd for providing advice in relation to the exchange offers.

END

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    Contact us

    • John Fox
      ABB Corporate Communications, Zurich
      Tel. +41 (0)1 317 7371
      Fax. +41 (0)1 317 7958
    • Manfred Ebling
      ABB Investor Relations, Zurich
      Tel. +41 (0)1 317 7266
      Fax. +41 (0)1 311 9817
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