Report of Foreign Issuer (6-k)
September 26 2017 - 9:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2017
Commission File Number 001-16429
ABB Ltd
(Translation of registrant’s name into English)
P.O. Box 1831,
Affolternstrasse 44, CH-8050, Zurich, Switzerland
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
⬜
Note:
Regulation S-T
Rule 101(b)(1) only permits the submission in paper of a Form 6-K if
submitted solely to provide an attached annual report to security holders.
Indication
by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
⬜
Note:
Regulation S-T
Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant’s “home country”), or under the rules of
the home country exchange on which the registrant’s securities are traded, as
long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
This
Form 6-K consists of the following:
1.
Press
release issued by ABB Ltd dated September 25, 2017, titled “ABB to acquire GE
Industrial Solutions”.
2
—
ZURICH,
SWITZERLAND, September 25, 2017
ABB to acquire GE Industrial
Solutions
Shaping leadership
in electrification
–
Acquisition will strengthen ABB’s #2
global position in electrification
–
Non-core GE business with significant
value creation potential within ABB
–
Expands ABB’s access to the North American
market through deep customer relationships, large installed base and extensive
distribution networks
–
Long-term usage of GE brand agreed
–
Purchase price of $2.6 billion
–
Potential for annual cost synergies of approximately
$200 million
–
ABB and GE establish long-term, strategic
supply relationship for ABB products
–
Operational EPS accretive in year one
–
Closing expected in H1 2018
ABB
today announced the acquisition of GE Industrial Solutions, GE’s global electrification
solutions business. GE Industrial Solutions has deep customer relationships in
more than 100 countries and an established installed base with strong roots in
North America, ABB’s biggest market. GE Industrial Solutions is headquartered
in Atlanta, Georgia, and has about 13,500 employees around the world. In 2016,
GE Industrial Solutions had revenues of approximately $2.7 billion, with
an operational EBITDA margin of approximately 8 percent
1
and an
operational EBITA margin of approximately 6 percent
1
. ABB will
acquire GE Industrial Solutions for $2.6 billion; the transaction will be
operationally accretive in year one. ABB expects to realize approximately $200 million
of annual cost synergies in year five, which will be key in bringing GE Industrial
Solutions to peer performance. As part of the transaction and overall value
creation, ABB and GE have agreed to establish a long-term, strategic supply
relationship for GE Industrial Solutions products and ABB products that GE
sources today.
“With
GE Industrial Solutions, we strengthen our Number 2 position in electrification
globally and expand our access to the attractive North American market,” said
ABB CEO Ulrich Spiesshofer. “Combined with the long-term strategic supply
relationship with GE, this transaction creates significant value for our
shareholders.”
He
added: “Together with the GE Industrial Solutions team, we will execute our
well-established plans in a disciplined way to bring this business as part of
the global ABB family back to peer performance. With this next step of active
portfolio management, we continue to shift ABB’s center of gravity, in line
with our Next Level strategy, by strengthening competitiveness, mainly in the
North American market, and lowering risk with an early-cycle business.”
“This
combination brings together two global businesses with a broad complement of
electrical protection and distribution assets,” said John Flannery, CEO of GE.
“ABB values our people, domain expertise, and our ability to operate in the
segments where we have depth and experience. GE will also benefit through an
expanded strategic supply relationship with ABB as the two companies work
together.”
1
2016 GE Industrial Solutions financial information adjusted to ABB financial
definition
1/3
GE
Industrial Solutions will be integrated into ABB’s Electrification Products
(EP) division, resulting in a unique global portfolio and very comprehensive
offering for North American and global customers. They will benefit from ABB’s
innovative technologies and the ABB Ability
TM
digital offering
coupled with GE Industrial Solutions’ complementary solutions and market
access. Included in the acquisition is a long-term right to use the GE brand.
ABB will retain the GE Industrial Solutions management team and build upon its
experienced sales force. After closing, this transaction will have an initial
dampening effect to EP’s operational EBITA margin. ABB commits to returning EP
to its target margin corridor of 15-19 percent during 2020.
Tarak
Mehta, President of ABB’s EP division, said: “This acquisition strengthens our
position as partner of choice for electrification globally and in North
America. We look forward to working with GE Industrial Solutions’ and ABB’s
customers and channel partners to create new opportunities in this highly
attractive core market for our division. We have a clear integration plan to
realize the synergies of this combination and to bring our combined business
back into the target margin corridor during 2020.”
ABB’s
EP division delivers more than 1.5 million products to customers around
the world every day through a global network of channel partners and
end-customers. EP offers a comprehensive portfolio of low- and medium-voltage
products and solutions for a smarter, more reliable flow of electricity from
substation to socket.
Given
this transaction, ABB has decided to put the previously announced share buyback
program on hold.
The
transaction is expected to close in H1 2018, subject to customary regulatory
clearances. Credit Suisse and Dyal Co. acted as financial advisors to ABB, and
Davis Polk & Wardwell provided legal counsel.
More
information
The
press release and presentation slides are available on the ABB News Center a
t www.abb.com/news
and
on the Investor Relations homepage a
t
www.abb.com/investorrelations.
ABB
will host a press conference today starting at 9:00 a.m. Central European Time
(CET) (8:00 a.m. BST, 3:00 a.m. EDT). The event will be accessible by
conference call. Callers from the UK should dial +44 207 107 06 13.
From Sweden, the number to dial is +46 85 051 00 31, and
from the rest of Europe, +41 58 310 50 00. Callers from the
US and Canada should dial +1 866 291 41 66 (toll-free) or
+1 631 570 56 13 (long-distance charges apply). Lines will
be open 10-15 minutes before the start of the call.
A
conference call and webcast for analysts and investors is scheduled to begin
today at 12:00 p.m. CET (11:00 a.m. BST, 6:00 a.m. EDT). Callers from the UK
should dial +44 207 107 06 13. From Sweden, the number to
dial is +46 85 051 00 31, and from the rest of Europe, +41 58 310 50 00.
Callers from the US and Canada should dial +1 866 291 41 66
(toll-free) or +1 631 570 56 13 (long-distance charges
apply). Callers are requested to phone in 10 minutes before the start of
the call. The call will also be accessible on the ABB website and a recorded
session will be available as a podcast one hour after the end of the conference
call and can be downloaded from our website
. www.abb.com/investor
relations
About GE
Industrial Solutions
Since
Thomas Edison patented the world’s first circuit breaker, GE Industrial
Solutions has been transforming the future of electrification. We design
electrical solutions at the crossroads of digital and industrial – smart,
rugged and equipped to control electricity from the grid to its point of use.
Every day, we partner with our customers to solve their toughest energy
challenges and reimagine industry in a way that only the world’s digital
industrial company can. http://www.geindustrial.com/
ABB
TO ACQUIRE GE INDUSTRIAL SOLUTIONS
|
2/3
|
About GE
GE
(NYSE: GE) is the world’s Digital Industrial Company, transforming industry
with software-defined machines and solutions that are connected, responsive and
predictive. GE is organized around a global exchange of knowledge, the "GE
Store," through which each business shares and accesses the same
technology, markets, structure and intellect. Each invention further fuels
innovation and application across our industrial sectors. With people,
services, technology and scale, GE delivers better outcomes for customers by
speaking the language of industry. www.GE.com
About
ABB
ABB
(ABBN: SIX Swiss Ex) is a pioneering technology leader in electrification
products, robotics and motion, industrial automation and power grids, serving
customers in utilities, industry and transport & infrastructure globally.
Continuing more than a 125-year history of innovation, ABB today is writing the
future of industrial digitalization and driving the Energy and Fourth Industrial
Revolutions. ABB operates in more than 100 countries with about 136,000
employees
. www.abb.com
ABB
has invested more than $11 billion in the United States since 2010 and
employs approximately 20,000 people across the country, with more than 60
R&D and manufacturing sites nationwide.
Important
notice about forward-looking information
This
press release contains "forward-looking statements" relating to the
acquisition of GE Industrial Solutions by ABB. Such forward-looking statements
can be identified by words such as plans, intends, expects, commits and other
similar terms. Such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties, including factors
that could delay, divert or change any of them, and could cause actual outcomes
and results to differ materially from current expectations. No forward-looking
statement can be guaranteed. Among other risks, there can be no guarantee that
the acquisition will be completed, or if it is completed, that it will close
within the anticipated time period or that the expected benefits of the
acquisition will be realized. Forward-looking statements in the press release
should be evaluated together with the many uncertainties that affect ABB's
business, particularly those identified in the cautionary factors discussion in
ABB's Annual Report on Form 20-F for the year ended December 31, 2016. ABB
undertakes no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or otherwise.
—
|
For
more information, please contact:
|
Media Relations
Phone:
+41 43 317 71 11
Email:
media.relations@ch.abb.com
|
Investor
Relations
Phone:
+41 43 317 71 11
Email:
investor.relations@ch.abb.com
|
ABB Ltd
Affolternstrasse 44
8050 Zurich
Switzerland
|
ABB
TO ACQUIRE GE INDUSTRIAL SOLUTIONS
|
3/3
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
ABB LTD
|
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Date: September 26, 2017.
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By:
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/s/ Alanna Abrahamson - Haka
|
|
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Name:
|
Alanna Abrahamson - Haka
|
|
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Title:
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Group Senior Vice President
and
Head of Investor Relations
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Date: September 26,
2017.
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By:
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Name:
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Richard A. Brown
|
|
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Title:
|
Group Senior Vice President
and
Chief Counsel Corporate & Finance
|
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