ABB ABB Ltd

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 October 2020

Commission File Number 001-16429

ABB Ltd

(Translation of registrant’s name into English)

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 October 30, 2020, titled “ABB announces total consideration for Tender Offer for 3.800% notes due 2028 and 4.375% notes due 2042”.

2 

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ZURICH, SWITZERLAND, OCTOBER 30, 2020

ABB announces total consideration for Tender Offer for 3.800% notes due 2028 and 4.375% notes due 2042

ABB Ltd (ABBN: SIX Swiss Ex) (“ABB”) announced today the applicable total consideration for the 3.800% Notes due 2028 (CUSIP No. 00037B AF9) and 4.375% Notes due 2042 (CUSIP No. 00037B AC6) (collectively, the “Notes”), subject to the previously announced cash tender offer by ABB Finance (USA) Inc (the “Offer”). The applicable total consideration for the Offer was calculated by the dealer managers (as specified below) at 10:00 a.m. New York City time, today.

The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 26, 2020 (the “Offer to Purchase”).

The consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the Expiration Date or the Guaranteed Delivery Date and not validly withdrawn (each, a “Total Consideration”), is set forth in the table below. In addition to the applicable Total Consideration, holders whose Notes of a given series are accepted for purchase will be paid accrued and unpaid interest on such Notes to, but not including, November 4, 2020, which is expected to be the Settlement Date for the Offer.

The table below sets forth certain information regarding the Notes and the Offer.

The Offer will expire at 5:00 p.m., New York City time, on October 30, 2020 (such time and date, as it may be extended, the “Expiration Time”), unless extended or earlier terminated by the Issuer. Any Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer to Purchase.  Results of the Offer will be announced on November 2, 2020.

The Issuer’s obligation to accept for purchase and to pay for Notes that have been validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Issuer’s discretion, of certain conditions, which are more fully described in the Offer to Purchase. The complete terms and conditions of the Offer are set forth in the Offer to Purchase. Holders of the Notes are urged to read the Offer to Purchase carefully. Capitalized terms used here and not defined have the meanings ascribed to them in the Offer to Purchase.

The Issuer has retained D.F. King & Co., Inc. as the tender agent and information agent (the “Information Agent”) for the Offer. The Issuer has retained Merrill Lynch International and HSBC Bank plc as the dealer managers for the Offer.

Holders who would like additional copies of the Offer to Purchase may call or email the Information Agent at (212) 269-5550 (banks and brokers), (800) 317-8033 (all others) or abb@dfking.com. Copies of the Offer to Purchase are also available at the following website: https://sites.dfkingltd.com/abb. Questions regarding the terms of the Offer should be directed to HSBC Bank plc at +44 20 7992 6237 (Europe), +1 888 HSBC 4LM (toll free), +1 212 525 5552 (collect) or liability.management@hsbcib.com or to Merrill Lynch International at +44-20-7996-5420 (Europe), +1 (888) 292-0070 (toll free), +1 (980) 387-3907 (collect) or DG.LM-EMEA@bofa.com.

This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Issuer by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

ABB is a leading global technology company that energizes the transformation of society and industry to achieve a more productive, sustainable future. By connecting software to its electrification, robotics, automation and motion portfolio, ABB pushes the boundaries of technology to drive performance to new levels. With a history of excellence stretching back more than 130 years, ABB’s success is driven by about 110,000 talented employees in over 100 countries. More information about ABB can be found at https://global.abb/group/en/investors.

Important notice about forward-looking information

This press release includes both historical and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” or other words or phrases of similar import. Similarly, statements that describe the Issuer’s objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found in ABB’s periodic reports filed with the SEC. Holders are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements speak only to the date on which they were made, and neither ABB nor the Issuer undertake any obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. The issuer cannot assure you that projected results or events will be achieved.