ABB LIMITED
28 July 1999
ABB makes voluntary cash offer for untendered ABB AB shares and American
Depositary Receipts
Zurich, Switzerland, July 28, 1999 - ABB announced today it will offer to
purchase all remaining shares of its former Swedish parent company, ABB AB, from
those shareholders who did not tender their shares during the recent share
exchange and who do not wish to wait for the outcome of a Swedish arbitration
proceedings.
The offer will include Series A shares, Series B shares and ABB AB American
Depositary Receipts (ADRs). The purchase price per share has been set at SEK
116.17 (payalbe in U.S. dollars with respect to the ADRs), plus interest at an
annual rate equivalent to the applicable official discount rate, as determined
from time to time by the Bank of Sweden, plus two percentage points. The
interest will be applied from June 30, 1999, until the date payment is made for
the shares.
As previously announced, ABB Ltd, a newly created Swiss company, has completed
its exchange offer for the outstanding shares of ABB AB and now owns 96.7
percent of the shares, representing 98.1 percent of the voting rights of ABB
AB. In order to acquire the remaining untendered shares, ABB initiated an
arbitration proceeding under Swedish law on June 30 through its wholly-owned
subsidiary, Asea Holding AB.
More detailed information about the offer will be sent to all directly
registered shareholders of ABB AB and all holders of ABB AB ADRs.
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 offer 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 offer.
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