Business Context and Reporting Period
This Form 6-K, filed on May 16, 2023, by UBS Group AG and UBS AG, serves as an ad hoc announcement regarding the planned acquisition of Credit Suisse Group AG. The filing details the submission of an amended Form F-4 registration statement to the U.S. Securities and Exchange Commission (SEC) to cover shares to be issued to Credit Suisse shareholders.
Key Financial Metrics
The filing does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references the inclusion of unaudited pro forma condensed combined financial information within the amended registration statement. This information includes:
- A pro forma condensed combined balance sheet as of December 31, 2022.
- A pro forma condensed combined income statement for the year ended December 31, 2022.
- An estimated preliminary Purchase Price Allocation.
These figures are presented for illustrative purposes only and reflect preliminary estimates and assumptions made by management.
Material Changes
The primary material change disclosed is the filing of Amendment 1 to the Form F-4 registration statement. This amendment incorporates pro forma financial data to illustrate the combined entity's financial position as if the acquisition of Credit Suisse had occurred on January 1, 2022 (for the income statement) and December 31, 2022 (for the balance sheet).
Guidance, Outlook, and Risks
Management commentary emphasizes that the pro forma financial information is based on preliminary estimates and assumptions that are subject to change as additional information becomes known before and after the closing of the acquisition. The document contains forward-looking statements and directs investors to the "Risk Factors" section of UBS's most recent Annual Report on Form 20-F and other SEC filings for a discussion of risks and uncertainties that could cause actual results to differ materially from expectations.
Investor Verification Checklist
- Verify the final terms of the Credit Suisse acquisition and the closing date.
- Review the full amended Form F-4 registration statement on the SEC website for detailed pro forma financial tables.
- Examine the "Risk Factors" in UBS's latest Form 20-F for specific risks related to the integration of Credit Suisse.
- Monitor for updates to the preliminary Purchase Price Allocation as the transaction progresses.
- Confirm the final share issuance details for Credit Suisse shareholders.