Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 20 2023 - 7:13AM
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
Date: March 20, 2023
UBS Group AG
Commission File Number: 1-36764
UBS AG
Commission File Number: 1-15060
(Registrants' Names)
Bahnhofstrasse 45, Zurich, Switzerland, and
Aeschenvorstadt 1, Basel, Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrants file or
will file annual reports under cover of
Form 20‑F or Form 40-F.
Form 20-F x Form
40-F o
This
Form 6-K consists of the news release which appear immediately following this
page.
Investor
Relations
Tel. +41-44-234 41 00
Media Relations
Tel. +41-44-234 85 00
19 March 2023
|
News Release
|
Ad hoc announcement pursuant to Article 53 of
the SIX Exchange Regulation Listing Rules
UBS to acquire Credit Suisse
|
|
· Creates leading global wealth manager with USD 5 trillion of
invested assets across the Group
· Extends UBS lead in Swiss home market
· UBS strategy unchanged, including focus on growth in Americas
and APAC
· Attractive financial terms which include downside protection
· Annual run-rate of cost reduction of more than USD 8 billion
expected by 2027
· UBS remains strongly capitalized well above our target of 13%
and committed to progressive cash dividend policy
· A focused Investment Bank, remaining committed to UBS’s model;
strategic Global Banking businesses to be retained, majority of Credit Suisse
markets positions moved to non-core
|
Transaction
creates significant sustainable value for UBS shareholders
|
Zurich
/ Basel, 19 March 2023 – UBS plans to acquire
Credit Suisse. The combination is expected to create a business with more than
USD 5 trillion in total invested assets and sustainable value opportunities. It
will further strengthen UBS’s position as the leading Swiss-based global wealth
manager with more than USD 3.4 trillion in invested assets on a
combined basis, operating in the most attractive growth markets.
The transaction reinforces UBS’s position as the leading
universal bank in Switzerland. The combined businesses will be a leading asset
manager in Europe, with invested assets of more than USD 1.5 trillion.
UBS Chairman Colm Kelleher said: “This acquisition is attractive
for UBS shareholders but, let us be clear, as far as Credit Suisse is
concerned, this is an emergency rescue. We have structured a transaction which
will preserve the value left in the business while limiting our downside
exposure. Acquiring Credit Suisse’s capabilities in wealth, asset management
and Swiss universal banking will augment UBS’s strategy of growing its
capital-light businesses. The transaction will bring benefits to clients and
create long-term sustainable value for our investors.”
UBS Chief Executive Officer Ralph Hamers said: “Bringing UBS and
Credit Suisse together will build on UBS’s strengths and further enhance our
ability to serve our clients globally and deepen our best-in-class
capabilities. The combination supports our growth ambitions in the Americas and
Asia while adding scale to our business in Europe, and we look forward to
welcoming our new clients and colleagues across the world in the coming weeks.”
The discussions were initiated jointly by the Swiss Federal
Department of Finance, FINMA and the Swiss National Bank and the acquisition
has their full support.
UBS
Group AG and UBS AG, News Release, 19 March 2023 Page
1
Investor
Relations
Tel. +41-44-234 41 00
Media Relations
Tel. +41-44-234 85 00
Under the terms of the all-share
transaction, Credit Suisse shareholders will receive 1 UBS share for every
22.48 Credit Suisse shares held, equivalent to CHF 0.76/share for a total
consideration of CHF 3 billion. UBS benefits from CHF 25 billion of downside
protection from the transaction to support marks, purchase price adjustments
and restructuring costs, and additional 50% downside protection on non-core
assets. Both banks have unrestricted access to the Swiss National Bank existing
facilities, through which they can obtain liquidity from the SNB in accordance
with the guidelines on monetary policy instruments.
The combination of the two businesses is expected to generate
annual run-rate of cost reductions of more than USD 8 billion by 2027.
UBS Investment Bank will reinforce its global competitive
position with institutional, corporate and wealth management clients through
the acceleration of strategic goals in Global Banking while managing down the
rest of Credit Suisse’s Investment Bank. The combined investment banking
businesses accounts for approximately 25% of Group risk weighted assets.
UBS anticipates that the transaction is EPS accretive by 2027 and
the bank remains capitalized well above its target of 13%.
Colm Kelleher will be Chairman and Ralph Hamers will be Group CEO
of the combined entity.
The transaction is not subject to shareholder approval. UBS has
obtained pre-agreement from FINMA, Swiss National Bank, Swiss Federal
Department of Finance and other core regulators on the timely approval of the
transaction.
Conference Call
Management will be hosting an analyst call at 10pm CET.
Participants can access the webcast via the following link https://stream.swisscom.ch/ubs/20230319/
UBS Group AG and UBS AG
Investor
Relations:
Switzerland:
Media
Relations:
|
+41-44-234
41 00
|
Switzerland:
|
+41-44-234
85 00
|
UK:
|
+44-207-567
47 14
|
Americas:
|
+1-212-882
58 58
|
APAC:
|
+852-297-1
82 00
|
www.ubs.com/media
Cautionary statement regarding forward-looking statements
This document contains statements that constitute forward-looking
statements. While these statements represent UBS’s judgments and expectations
concerning the matters described, a number of risks, uncertainties and other
important factors could cause actual developments and results to differ
materially from UBS’s expectations. Additional information about those factors
is set forth in documents furnished and filings made by UBS with the US
Securities and Exchange Commission, including the Annual Report on Form 20-F
for the year ended 31 December 2022. UBS undertakes no obligation to update the
information contained herein.
UBS
Group AG and UBS AG, News Release, 19 March 2023 Page
2
This Form 6-K is hereby incorporated by reference into
(1) each of the registration statements of UBS AG on Form F-3 (Registration
Number 333-263376), and of UBS Group AG on Form S-8 (Registration Numbers
333-200634; 333-200635; 333-200641; 333-200665; 333-215254; 333-215255; 333-228653;
333-230312; and 333-249143), and into each prospectus outstanding under any of
the foregoing registration statements, (2) any outstanding offering circular or
similar document issued or authorized by UBS AG that incorporates by reference
any Forms 6-K of UBS AG that are incorporated into its registration statements
filed with the SEC, and (3) the base prospectus of Corporate Asset Backed
Corporation (“CABCO”) dated June 23, 2004 (Registration Number 333-111572), the
Form 8-K of CABCO filed and dated June 23, 2004 (SEC File Number 001-13444),
and the Prospectus Supplements relating to the CABCO Series 2004-101 Trust
dated May 10, 2004 and May 17, 2004 (Registration Number 033-91744 and
033-91744-05).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants
have duly caused this report to be signed on their behalf by the undersigned,
thereunto duly authorized.
UBS
Group AG
By:
_/s/ David Kelly______________
Name:
David Kelly
Title:
Managing Director
By: _/s/
Ella Campi_______________
Name: Ella Campi
Title:
Executive Director
UBS
AG
By:
_/s/ David Kelly______________
Name:
David Kelly
Title:
Managing Director
By: _/s/ Ella Campi_______________
Name: Ella Campi
Title:
Executive Director
Date: March 20, 2023
UBS (NYSE:UBS)
Historical Stock Chart
From Aug 2024 to Sep 2024
UBS (NYSE:UBS)
Historical Stock Chart
From Sep 2023 to Sep 2024