Private placement of ABB Ltd shares in 1999

ABB announces private placement of ABB Ltd shares with institutional investors
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE USA, CANADA, AUSTRALIA OR JAPAN

Zurich, Switzerland, June 25, 1999 - ABB announced today that it is offering approximately 5.1 million shares to institutional investors in Europe and the US to pre-fund the acquisition of the ABB AB shares not tendered in the recently concluded exchange offer. Based on the closing price on June 24, the size of the placement amounts to approximately US$ 480 million.
On June 21, 1999, ABB Ltd announced the results of the ABB AG and ABB AB exchange offers that were undertaken to create the new single-class ABB share.

Acceptances of the ABB AG exchange offer represented 97.2 percent of the capital and 98.0 percent of the votes in ABB AG. As described in the exchange offer prospectus, ABB Ltd will initiate the process to acquire the remaining non-tendered ABB AG shares in exchange for ABB Ltd shares. The required ABB Ltd shares are included in the shares issued and will be held as treasury stock until completion of the process.

Acceptances for the ABB AB exchange offer during the acceptance period that ended on June 15, 1999, corresponded to 95.2 percent of the share capital and 97.2 percent of the votes of ABB AB. After the extended acceptance period that ended on June 24, the acceptance level increased to approximately 96.6 percent of the share capital and 98.0 percent of the votes of ABB AB. As described in the exchange offer prospectus, ABB, through a subsidiary, intends to initiate the procedure to acquire for cash the non-tendered ABB AB shares, representing approximately 3.4 percent of the share capital of ABB AB. ABB has decided to issue the corresponding ABB Ltd shares and place them with institutional investors. The proceeds of the placement will be used to fund the acquisition of the ABB AB shares that were not tendered.

Morgan Stanley Dean Witter is the book-running lead-manager for the placement. Credit Suisse First Boston and Enskilda Securities are joint lead-managers.

ABB is a globalized technology and engineering company serving customers in power generation, transmission, and distribution; automation; oil, gas, and petrochemicals; industrial products and contracting; and financial services. ABB employs 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, OR TO ANY U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT”) ITS TERRITORIES OR POSESSIONS. THE SHARES OF ABB LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, 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.

http://www.abb.com/cawp/seitp202/C1256C290031524B4125679B0059ACBB.aspx