ABB Creates New Single Share (U.S. version)

Zurich, Switzerland, February 4 - The Boards of Directors of ABB Asea Brown Boveri Ltd of Switzerland, ABB AB of Sweden and ABB AG of Switzerland today announced the approval of a plan that would simplify the share capital structure of the ABB Group.

The plan contemplates the creation of a new Swiss company, "New ABB", that would offer a new single class of shares in exchange for existing ABB AB and ABB AG shares in two separate exchange offers.
The exchange offers are expected to commence shortly following the annual general meetings of both ABB AB and ABB AG, scheduled to take place on March 18, 1999. The exchange offers require the tender of shares by holders representing at least 90 percent of the share capital and the votes of ABB AB and ABB AG, respectively, during the exchange offer period, although the exchange offers may be completed under certain conditions if such 90 percent acceptance levels are not reached.
If the exchange offers and certain related transactions are completed, shareholders of ABB AB and ABB AG would each hold 50 percent of the share capital of New ABB, respectively, and New ABB would, in turn, hold 100 percent of the ABB Group. Currently, ABB AB and ABB AG have four separate classes of shares outstanding.
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.
Due to restrictions imposed by the U.S. securities law, the exchange offers will not be extended to U.S shareholders of ABB AB and ABB AG, including holders of the American Depositary Receipts of ABB AB and ABB AG, except as may, in certain limited cases, be done pursuant to an exemption from the registration requirements under the U.S. Securities Act of 1933.

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 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, 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 EXCHANGE OFFERS ARE ONLY BEING EXTENDED TO RESIDENTS OF COUNTRIES OUTSIDE OF THE UNITED STATES. SECURITIES OF "NEW ABB" 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, SOLD OR OTHERWISE TRANSFERRED 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 LAWS. (END)

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

    Contact us

    • Mr. John Fox
      ABB Corporate Communications, Zurich
      Tel: +41 1 317 7371
      Fax: +41 1 317 7958
    • Mr. Manfred Ebling
      ABB Investor Relations, Zurich
      Tel. +41 1 317 7313
      Fax +41 1 311 9817
    seitp222 c1256c290031524bc12567310025102f