ABB announces initial results of ABB AG exchange offer, extends acceptance periods for ABB AB, ABB AG offers (U.S. Version)

Zurich, Switzerland, May 5, 1999 – ABB today reported, as required under Swiss law, that as of May 4, 1999, a total of 5,187,774 ABB AG registered shares, or 94.8 percent of the total number of ABB AG registered shares outstanding, and a total of 7,347,422 ABB AG bearer shares, or 90.1 percent of the total number of ABB AG bearer shares outstanding, representing 90.6 percent of the share capital and 92.0 percent of the voting rights of ABB AG, have been tendered in connection with the exchange offer launched by New ABB Ltd for the ABB AG shares.

In addition, ABB today announced that it will extend the acceptance periods of the exchange offers by New ABB Ltd for both the ABB AB shares and the ABB AG shares until June 15, 1999 (which includes, in the case of the exchange offer for ABB AG shares, the mandatory extension period as required under Swiss law). The acceptance periods for both exchange offers were originally scheduled to end on May 26, 1999.

The exchange offers for the ABB AB shares and the ABB AG shares are part of a plan approved on February 4, 1999, by the Boards of Directors of ABB Asea Brown Boveri Ltd of Switzerland, ABB AB of Sweden and ABB AG of Switzerland to simplify the share capital structure of the ABB Group. Under the plan, New ABB Ltd, a newly created Swiss company, launched separate exchange offers for the ABB AB shares and the ABB AG shares on March 31, 1999, pursuant to which it is offering a new single class of shares in exchange for existing ABB AB and ABB AG shares. The exchange ratios for the different classes of shares of ABB AB and ABB AG are as follows: 0.1599308 New ABB Ltd shares will be issued per each tendered ABB AB Series A share; 0.1599308 New ABB Ltd shares will be issued per each tendered ABB AB Series B share; 3.242 New ABB Ltd shares will be issued per each tendered ABB AG registered share; and 16.210 New ABB Ltd shares will be issued per each tendered ABB AG bearer share.

The exchange offers require the tender of shares by holders representing at least 90percent of the share capital and votes of ABB AB and ABB AG, respectively, during the respective acceptance periods, although the exchange offers may be completed under certain conditions if such 90percent acceptance levels are not reached. In the event that New ABB Ltd acquires more than 90 percent of the share capital and voting rights of ABB AB in the ABB AB exchange offer, New ABB Ltd intends, through a subsidiary, to commence a compulsory acquisition proceeding under Swedish law to acquire all of the remaining issued and outstanding shares of ABB AB for cash. In the event New ABB Ltd acquires more than 98 percent of the voting rights of ABB AG in the ABB AG exchange offer, New ABB Ltd intends to cancel the remaining outstanding shares of ABB AG and issue shares of New ABB Ltd to such shareholders on the same terms as in the ABB AG exchange offer, except in certain jurisdictions where, due to securities laws restrictions, shareholders may receive cash in lieu of shares of New ABB Ltd.

Due to restrictions imposed by the U.S. securities laws, the exchange offers have not been extended to U.S. shareholders of ABB AG and ABB AB, including holders of the American Depositary Receipts issued by ABB AG and ABB AB, other than to certain institutional shareholders pursuant to transactions exempted from the registration requirements of the U.S. Securities Act of 1933.

The proposed modification of ABB’s capital structure and the exchange offers made in connection therewith are intended to simplify ABB’s share capital by creating one class of publicly held ABB shares in place of four separate classes of ABB AB and ABB AG shares. New ABB Ltd has applied for the listing of its shares on the Swiss Exchange SWX, the Stockholm Stock Exchange, the Frankfurt Stock Exchange and the London Stock Exchange. Trading in New ABB Ltd shares is expected to begin in the second half of June 1999. ABB AB’s American Depositary Receipts are expected to be delisted from the Nasdaq SmallCap Market upon completion of the exchange offers. In addition, promptly after the completion of the exchange offers, ABB AB and ABB AG plan to terminate their respective ADR facilities in accordance with the terms of the applicable deposit agreements. 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 200,000 people in more than 100 countries. (End)

THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER TO SELL, OR AS A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. SECURITIES OF NEW 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 SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

    •   Cancel
      • Twitter
      • Facebook
      • LinkedIn
      • Weibo
      • Print
      • Email
    •   Cancel

    Contact us

    • Douglas A. Sherman
      ABB Structure Finance (USA) Inc., Stamford, CT
      Tel. (203) 961 7977
      Fax (203) 961 7997
    • John G. Chironna
      ABB Inc., Norwalk, CT
      Tel. (203) 759 7743
      Fax (203) 750 2262
    seitp222 c1256c290031524b412567680056a7f1