NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE USA, CANADA, AUSTRALIA OR JAPAN
Zurich, Switzerland, March 28, 1999 - ABB today announced details of the exchange offers for the newly established Zurich-based company that will issue the proposed single-class share.
The new company, to be called ABB Ltd once the offers have been successfully completed, will have a share capital amounting to CHF 3,000,023,580 (US$ 2,041 million), assuming full acceptance of the exchange offers. This share capital will be divided into 300,002,358 registered shares, each with a nominal value of CHF 10 and each carrying one vote.
The exchange ratios for the different share classes of ABB AB and ABB AG into new ABB Ltd shares are as follows:
|Existing Share Class||Number of ABB Ltd shares issued per tendered share|
|ABB AB Series A||0.1599308 shares|
|ABB AB Series B||0.1599308 shares|
|ABB AG Registered||3.242 shares|
|ABB AG Bearer||16.210 shares|
A procedure for those shareholders who, because of these ratios, are entitled to fractions of ABB Ltd shares, is described in the exchange offer prospectuses, which will be available from March 29, 1999.
As previously announced, the creation of the single-class share will be achieved through parallel offers to exchange all issued and outstanding ABB AB and ABB AG shares (except where restricted by applicable securities laws) for new shares to be issued by ABB Ltd.
The acceptance periods, including the mandatory extension period in Switzerland, for the exchange offers will begin on March 31, 1999, and are expected to run until May 26, 1999. On that basis, trading in ABB Ltd shares would begin on June 14, 1999 on the Swiss Exchange SWX. Assuming commencement of trading on that date, the special CHF 278 million 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 - will be paid on June 11, 1999. Trading in currently outstanding ABB AB and ABB AG shares will continue during the exchange offer period. ABB has applied for the listing of its new shares at the stock exchanges in Zurich (Swiss Exchange SWX), Stockholm, Frankfurt and London.
Due to restrictions imposed by the U.S. securities laws, the exchange offers will not be extended to U.S. shareholders of ABB AG and ABB AB, including holders of the American Depositary Receipts (ADRs) issued by ABB AG and ABB AB, 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. ABB AB's ADRs are expected to be delisted from the NASDAQ SmallCap Market in connection with the creation of a single-class share.
The introduction of the single share is an important step in preparing for a full U.S. stock exchange listing.
The ABB Group 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. The Group reported orders in 1998 of over $31 billion and employed 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.