ABB Announces Initial Results of ABB AG Exchange Offer and the Extension of the Acceptance Periods for the ABB AB and the ABB AG Exchange Offers.ZURICH, Switzerland--(BUSINESS WIRE)--May 5, 1999-- ABB n. 1. Among weavers, yarn for the warp. Hence, Noun 1. ABB - an urban hit squad and guerrilla group of the Communist Party in the Philippines; formed in the 1980s today reported, as required under Swiss law, that as of May 4, 1999, a total of 5,187,774 ABB AG registered shares, or 94.8 percent of the total number of ABB AG registered shares outstanding, and a total of 7,347,422 ABB AG bearer shares, or 90.1 percent of the total number of ABB AG bearer shares outstanding, representing 90.6 percent of the share capital and 92.0 percent of the voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. of ABB AG, have been tendered in connection with the exchange offer launched by New ABB Ltd for the ABB AG shares. In addition, ABB today announced that it will extend the acceptance periods of the exchange offers by New ABB Ltd for both the ABB AB shares and the ABB AG shares until June 15, 1999 (which includes, in the case of the exchange offer for ABB AG shares, the mandatory extension period as required under Swiss law). The acceptance periods for both exchange offers were originally scheduled to end on May 26, 1999. The exchange offers for the ABB AB shares and the ABB AG shares are part of a plan approved on February 4, 1999, by the Boards of Directors of ABB Asea Brown Boveri ABB, formerly Asea Brown Boveri, is a multinational corporation headquartered in Zürich, Switzerland, operating mainly in the power and automation technology areas. ABB is one of the largest engineering companies as well as one of the largest conglomerate companies in the Ltd of Switzerland, ABB AB of Sweden and ABB AG of Switzerland to simplify the share capital structure of the ABB Group. Under the plan, New ABB Ltd, a newly created Swiss company, launched separate exchange offers for the ABB AB shares and the ABB AG shares on March 31, 1999, pursuant to which it is offering a new single class of shares in exchange for existing ABB AB and ABB AG shares. The exchange ratios for the different classes of shares of ABB AB and ABB AG are as follows: 0.1599308 New ABB Ltd shares will be issued per each tendered ABB AB Series A share; 0.1599308 New ABB Ltd shares will be issued per each tendered ABB AB Series B share; 3.242 New ABB Ltd shares will be issued per each tendered ABB AG registered share; and 16.210 New ABB Ltd shares will be issued per each tendered ABB AG bearer share. The exchange offers require the tender of shares by holders representing at least 90 percent of the share capital and votes of ABB AB and ABB AG, respectively, during the respective acceptance periods, although the exchange offers may be completed under certain conditions if such 90 percent acceptance levels are not reached. In the event that New ABB Ltd acquires more than 90 percent of the share capital and voting rights of ABB AB in the ABB AB exchange offer, New ABB Ltd intends, through a subsidiary, to commence a compulsory acquisition proceeding under Swedish law to acquire all of the remaining issued and outstanding shares of ABB AB for cash. In the event ABB AG acquires more than 98 percent of the voting rights of ABB AG in the ABB AG exchange offer, New ABB Ltd intends to cancel the remaining outstanding shares of ABB AG and issue shares of New ABB Ltd to such shareholders on the same terms as in the ABB AG exchange offer, except in certain jurisdictions where, due to securities laws restrictions, shareholders may receive cash in lieu Cash In Lieu (CIL) In a typical exchange offer, "old" shares of the target company are exchanged for "new shares". of shares of New ABB Ltd. Due to restrictions imposed by the U.S. securities laws, the exchange offers have not been extended to U.S. shareholders of ABB AG and ABB AB, including holders of the American Depositary Receipts American Depositary Receipt (ADR) Certificates issued by a US depository bank, representing foreign shares held by the bank, usually by a branch or correspondent in the country of issue. issued by ABB AG and ABB AB, other than to certain institutional shareholders pursuant to transactions exempted from the registration requirements of the U.S. Securities Act of 1933. The proposed modification of ABB's capital structure and the exchange offers made in connection therewith there·with adv. 1. With that, this, or it. 2. In addition to that. 3. Archaic Immediately thereafter. Adv. 1. 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. New ABB Ltd has applied for the listing of its shares on the Swiss Exchange Swiss Exchange The major securities market of Switzerland. SWX SWX Swiss Exchange (trademark of SWX Swiss Exchange) SWX SolidWorks (3D solid modeling CAD software) SWX Splitter / Wave Division Multiplexer , the Stockholm Stock Exchange The Stockholm Stock Exchange (Swedish: Stockholmsbörsen) is a stock exchange located in Stockholm, Sweden. Founded in 1863 [1] it is the primary securities exchange of the Nordic Countries. , the Frankfurt Stock Exchange Frankfurt Stock Exchange The largest of Germany's eight securities exchanges, operated by Deutsche Borse AS. and the London Stock Exchange London Stock Exchange London marketplace for securities. It was formed in 1773 by a group of stockbrokers who had been doing business informally in local coffeehouses. . Trading in New ABB Ltd shares is expected to begin in the second half of June 1999. ABB AB's American Depositary Receipts are expected to be delisted from the Nasdaq SmallCap Market upon completion of the exchange offers. In addition, promptly after the completion of the exchange offers, ABB AB and ABB AG plan to terminate their respective ADR ADR - Astra Digital Radio facilities in accordance with the terms of the applicable deposit agreements. 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 The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. . ABB employs about 200,000 people in more than 100 countries. 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 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 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 SECURITIES LAWS. |
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