ABB to implement the single share by end of June

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

Full trading scheduled to begin June 28 in Zurich, Stockholm, Frankfurt, London; short extension provided for ABB AB Shareholders

Zurich, Switzerland, June 21, 1999 – ABB will issue its new single-class share on June 28, the company said today. According to final figures for the share exchange offers that ended on June 15, shareholders in ABB AB – the Swedish parent company – have tendered shares representing 95.2 percent of ABB AB capital and 97.2 percent of votes. Shareholders in the Swiss parent, ABB AG, have tendered shares representing 97.2 percent of ABB AG capital and 98.0 percent of the votes.

ABB said the acceptance rate fulfilled all the conditions of the share exchange offers which have been declared unconditional and will now be implemented. The new Zurich-based company, ABB Ltd, will issue the new shares on June 28 with immediate settlement.

After declaring the exchange offers unconditional and to give Shareholders of ABB AB who have not yet accepted the exchange offer the possibility to participate, ABB has decided to provide a short extension to the acceptance period in the ABB AB exchange offer up to and including June 24, 1999. Settlement and delivery of new ABB Ltd shares for those Shareholders that accept the exchange offer during the extended acceptance period is expected to commence on July 5, 1999.

Full trading in the new ABB Ltd shares is expected to begin on the stock exchanges in Zurich, Stockholm, Frankfurt and London on June 28. Trading on the Stockholm Stock Exchange on a “when issued” basis is expected to begin on June 22.

ABB Ltd will initiate the process to cancel the remaining non-tendered ABB AG shares on June 28, against delivery of ABB Ltd shares, as described in the exchange offer. For non-tendered ABB AB shares, ABB Ltd, through a subsidiary, will initiate a compulsory acquisition process in which cash compensation eventually will be paid. The amount of compensation will be decided by a Swedish arbitration panel. ABB AB and ABB AG will apply to delist their shares from all stock exchanges where they are currently traded other than in Switzerland, where delisting will take place after the above mentioned cancellation. The last day of trading of the old shares on the Stockholm, Copenhagen, Frankfurt, London, Vienna Stock Exchanges and The Nasdaq SmallCap Market is expected to be July 16, 1999.

As announced earlier, former ABB AG shareholders will receive a special dividend of CHF 278 million – CHF 30 gross per bearer share and CHF 6 gross per registered share – to equalize the net cash positions of the two parent companies. The special dividend is to be paid on June 25. Payment of the proceeds from the divestment of fractions of shares will be made on July 9.

For ABB AB shareholders, payment of the proceeds from the divestment of fractions of shares will be made in mid-July.

Indicative Timetable

DateABB ABABB AG
June 24End of extended acceptance period.
June 25Payment of special dividend to ABB AG shareholders. Last day of trading in ABB AG shares notified for exchange (second-line).
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), Frankfurt and London. ABB Ltd shares available in former ABB AG shareholders’ custody accounts.
June 29ABB Ltd shares available in former ABB AB shareholders’ VP-accounts.
July 5ABB Ltd shares available in the VP-accounts of those former ABB AB shareholders tendering shares during the extended acceptance period.
ABB <http://www.abb.com> is a globalized technology and engineering 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.

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 1 317 7371
      Fax: +41 1 317 79 58
    • Manfred Ebling
      ABB Investor Relations, Zurich
      Tel: +41 1 317 7313
      Fax: +41 1 311 9817
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