Bond exchange offer cancelled
ABB Ltd
06 December 2004
ABB cancels exchange offer for 2008 Euro and 2009 Sterling bonds
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, ITALY
AND SPAIN
Zurich, Switzerland, December 6, 2004 - ABB, the leading power and automation
technology group, said today it is canceling the offer announced on December 1,
2004, to exchange two of its bonds maturing in 2008 and 2009 for a new
fixed-rate Euro-denominated bond maturing in 2012. The cancelation takes
immediate effect.
ABB's decision follows the ruling last week by the United States Third Circuit
Court of Appeals that ABB's Chapter 11 Plan of Reorganization for its U.S.
subsidiary, Combustion Engineering (CE) will be reviewed again by the District
Court.
ABB said that market volatility following the court decision had made it an
unattractive time for the company to proceed with its proposed exchange offers.
The company said its liquidity position remains strong and the bond exchange
offer was clearly discretionary, adding that ABB would continue to monitor the
market and look for opportunities to extend the maturity profile of existing
debt and establish a new, longer dated benchmark security.
The offer was for any or all outstanding Euro 500 million 9.5-percent bonds, due
in 2008, and £200 million 10-percent bonds, due in 2009. Both were issued by ABB
International Finance Limited.
ABB (www.abb.com) is a leader in power and automation technologies that enable
utility and industry customers to improve performance while lowering
environmental impact. The ABB Group of companies operates in around 100
countries and employs about 103,000 people.
NEITHER THIS ANNOUNCEMENT NOR THE EXCHANGE OFFER MEMORANDUM DATED 1 DECEMBER
2004 (THE 'EXCHANGE MEMORANDUM') CONSTITUTES AN INVITATION TO PARTICIPATE IN THE
RELEVANT EXCHANGE OFFER IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON
TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION UNDER APPLICABLE
SECURITIES LAWS. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE EXCHANGE OFFER
MEMORANDUM IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO
WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY EACH OF THE COMPANY, THE
DEALER MANAGERS, THE CO-DEALER MANAGERS AND THE EXCHANGE AGENT TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. NO ACTION HAS BEEN OR
WILL BE TAKEN IN ANY JURISDICTION BY THE COMPANY, THE DEALER MANAGERS, THE
CO-DEALER MANAGERS AND THE EXCHANGE AGENT THAT WOULD PERMIT A PUBLIC OFFERING OF
THE 2012 BONDS.
THE EXCHANGE OFFERS ARE NOT BEING MADE AND WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY OF
INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES
EXCHANGE OF, THE UNITED STATES OF AMERICA. THIS INCLUDES, BUT IS NOT LIMITED TO,
FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND THE INTERNET.
ACCORDINGLY, COPIES OF THIS DOCUMENT AND ANY RELATED OFFERING DOCUMENTS ARE NOT
BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY MAILED OR OTHERWISE TRANSMITTED,
DISTRIBUTED OR FORWARDED IN OR INTO THE UNITED STATES OF AMERICA AND THE
EXCHANGE OFFERS CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS, BONDS OR FACILITIES
FROM OR WITHIN THE UNITED STATES OF AMERICA. ANY PURPORTED ACCEPTANCE OF THE
EXCHANGE OFFERS RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE
RESTRICTIONS WILL BE INVALID. THE EXCHANGE AGENT WILL NOT ACCEPT ANY ELECTRONIC
ACCEPTANCE NOTICE ON BEHALF OF ANY PERSON BY ANY SUCH USE, MEANS,
INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OF AMERICA.
NEITHER THIS ANNOUNCEMENT NOR THE EXCHANGE OFFER MEMORANDUM IS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA. SECURITIES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION. THE 2012 BONDS TO BE ISSUED PURSUANT TO THE
EXCHANGE OFFERS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES,
AND MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OF AMERICA. THE EXCHANGE OFFER MEMORANDUM MAY NOT BE SENT OR GIVEN TO A
PERSON IN THE UNITED STATES OF AMERICA.
EACH HOLDER OF 2008 BONDS AND EACH HOLDER OF 2009 BONDS PARTICIPATING IN THESE
EXCHANGE OFFERS WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED STATES OF
AMERICA AND IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S OF THE
SECURITIES ACT) AND IS NOT GIVING AN ORDER TO PARTICIPATE IN THE RELEVANT
EXCHANGE OFFER FROM THE UNITED STATES OF AMERICA OR ON BEHALF OF A U.S. PERSON.
FOR THE PURPOSES OF THIS PARAGRAPH, UNITED STATES MEANS UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA AND THE DISTRICT OF COLUMBIA.
THE EXCHANGE OFFERS ARE NOT BEING MADE IN THE REPUBLIC OF ITALY AND HAVE NOT
BEEN SUBMITTED TO THE CLEARANCE PROCEDURE OF COMMISSIONE NAZIONALE PER LE
SOCIETA E LA BORSA OR THE BANK OF ITALY PURSUANT TO ITALIAN LAWS AND
REGULATIONS. ACCORDINGLY, HOLDERS OF THE 2008 BONDS AND HOLDERS OF THE 2009
BONDS ARE HEREBY NOTIFIED THAT, TO THE EXTENT SUCH HOLDERS ARE ITALIAN RESIDENTS
OR PERSONS LOCATED IN THE REPUBLIC OF ITALY, THE EXCHANGE OFFERS ARE NOT
AVAILABLE TO THEM AND THEY MAY NOT SUBMIT FOR EXCHANGE 2008 BONDS OR 2009 BONDS
IN THE RELEVANT EXCHANGE OFFER NOR MAY 2012 BONDS BE OFFERED, SOLD OR DELIVERED
IN THE REPUBLIC OF ITALY AND, AS SUCH, ANY ACCEPTANCES RECEIVED FROM SUCH
PERSONS SHALL BE INEFFECTIVE AND VOID, AND NEITHER THIS ANNOUNCEMENT, THE
EXCHANGE OFFER MEMORANDUM NOR ANY OTHER OFFERING MATERIAL RELATING TO THE
EXCHANGE OFFER, THE 2008 BONDS, THE 2009 BONDS OR THE 2012 BONDS MAY BE
DISTRIBUTED OR MADE AVAILABLE IN THE REPUBLIC OF ITALY.
THE EXCHANGE OFFERS ARE NOT AVAILABLE TO ANY RESIDENT OF SPAIN. ACCORDINGLY,
RESIDENTS OF SPAIN MAY NOT SUBMIT FOR EXCHANGE THE 2008 BONDS OR THE 2009 BONDS
IN THE RELEVANT EXCHANGE OFFER NOR MAY THE 2012 BONDS BE OFFERED, SOLD OR
DELIVERED IN SPAIN AND NEITHER MAY THIS ANNOUNCEMENT, THE EXCHANGE OFFER
MEMORANDUM NOR ANY OTHER OFFERING MATERIAL RELATING TO THE EXCHANGE OFFERS, THE
2008 BONDS, THE 2009 BONDS OR THE 2012 BONDS BE DISTRIBUTED OR MADE AVAILABLE IN
SPAIN.
FOR THE PURPOSE OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000,
THIS ANNOUNCEMENT IS MADE ONLY TO, OR DIRECTED ONLY AT, (I) PERSONS OUTSIDE OF
THE UNITED KINGDOM OR (II) PERSONS WHO ARE INSIDE THE UNITED KINGDOM AND HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN
THE CATEGORY OF PERSONS SET OUT IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 AS AMENDED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'), AND MUST NOT BE ACTED ON OR
RELIED UPON BY PERSONS OTHER THAN RELEVANT PERSONS. ANY INVITATION OR INDUCEMENT
TO ENGAGE IN ANY INVESTMENT ACTIVITY INCLUDED WITHIN THE EXCHANGE OFFER
MEMORANDUM IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS.
THE EXCHANGE OFFERS ARE ALSO RESTRICTED BY THE LAWS IN THE UK, FRANCE, BELGIUM,
THE NETHERLANDS, LUXEMBOURG AND GERMANY. DETAILS OF THE ABOVE OFFER RESTRICTIONS
ARE DESCRIBED IN THE EXCHANGE OFFER MEMORANDUM.
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