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Press Release 99/17 (1 of 3 pages)

For your Business Editor

ABB single share acceptance exceeds 90 percent by ABB AG shareholders

Exchange offer periods extended for remaining shareholders, trading in new share expected to start end of June


Zurich, Switzerland, May 5, 1999 – Acceptance of ABB’s offers to exchange the multi-class shares of its two parent companies for a new single-class share has exceeded 90 percent among shareholders of ABB AG, its Swiss-based parent. The ABB AG offer ended on May 4.


To give the remaining ABB AG shareholders the opportunity to take part in the share exchange, and to harmonize the exchange offer timetable for shareholders of ABB AB of Sweden, ABB said today that it will extend the acceptance period for both exchange offers (including the mandatory extension period required under Swiss law) until June 15. An announcement of the ABB AB exchange offer acceptances will be made shortly after that date. The ABB AB acceptance period was originally scheduled to end on May 26. ABB expects trading in the new share to begin at the end of June, 1999.


ABB’s plan to implement a dividend access facility for shareholders of ABB Ltd with tax residence in Sweden is subject to tax review by the Swedish Supreme Administrative Court ("Regeringsrätten"). The facility would allow such shareholders to receive dividends in Swedish kronor through the VPC system without deduction of Swiss withholding tax. However, the possibility for shareholders to obtain tax deferral on any gain realized by the share for share exchange will not be affected by the final outcome of the decision by the "Regeringsrätten" because the dividend access facility will only be implemented if the decision is positive. Dividends from ABB Ltd can be paid in Swedish kronor through the VPC system also in case of a negative decision by the "Regeringsrätten".


Press Release 99/17 (2 of 3 pages)


During the original exchange offer period for ABB AG shareholders and based on preliminary figures, 5,187,774 ABB AG registered shares, or 94.8 percent of the total outstanding, and 7,347,422 ABB AG bearer shares, or 90.1 percent of the total outstanding, were tendered for exchange. As a preliminary result, the Zurich-based company created to issue the new single share – to be called ABB Ltd – would hold 90.6 percent of the capital and 92.0 percent of the voting rights of ABB AG.


The last day of trading in Temporary Depositary Receipts is expected to be June 17. Trading in the new single share is now expected to begin on the Stockholm Stock Exchange on June 22 and on the stock exchanges in Zurich, London and Frankfurt on June 28. Trading during June 22-24 on the Stockholm Stock Exchange will be on a “when issued” basis and the trading during June 22-23 will be settled on June 29. 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 – is expected to be paid on June 25, 1999.


The Boards of Directors of ABB and its parent companies announced on February 4 a plan to create a single-class share to replace the current four classes of shares of ABB AB, Sweden, and ABB AG, Switzerland. The main objectives of the plan are to give ABB greater financial flexibility and to increase transparency for investors. The introduction of the single share is also an important step in preparing for a full U.S. stock exchange listing. The exchange offers require the tender of shares representing more than 90 percent of both share capital and votes in both companies, although the exchange may be completed under certain circumstances below the 90-percent level.



Press Release 99/17 (3 of 3 pages)

Indicative Timetable

Date


ABB AB


ABB AG


May 26





End of acceptance period


June 2





Start of additional acceptance period


June 15



End of acceptance period


End of additional acceptance period


June 17



Last day of trading in Temporary Depositary Receipts




June 21



Announcement of final result of the ABB AB exchange offer


Announcement of final result of the ABB AG exchange offer


June 25





Payment of special dividend to ABB AG shareholders (assuming completion of exchange offers). Last day of trading in ABB AG shares notified for exchange (second-line)


Assuming completion of the exchange offers:



ABB Ltd



June 22



1st 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 28



1st day of trading in ABB Ltd shares on stock exchanges in Zurich (Swiss Exchange SWX), the Frankfurt Stock Exchange and the London Stock Exchange. ABB Ltd shares available in former ABB AG shareholders’ custody accounts


June 29



ABB Ltd shares available in former ABB AB shareholders’ (VP) accounts



ABB <http://www.abb.com> 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. ABB employs about 210,000 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)



ABB Asea Brown Boveri Ltd

ABB Corporate Communications, Zurich ABB Investor Relations, Zurich

John Fox Manfred Ebling

Tel: +41 1 317 7371 Tel: +41 1 317 7313

Fax: +41 1 317 79 58 Fax: +41 1 311 3819

[email protected] [email protected]




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