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. This information is provided by RNS The company news service from the London Stock Exchange

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