Business Context and Reporting Period
This Form 6-K, dated December 11, 2014, reports the preliminary final results of a share-for-share exchange offer between UBS Group AG and UBS AG. The additional acceptance period for the offer expired on December 10, 2014. The filing serves as a joint media release announcing the outcome of the transaction intended to consolidate UBS AG shares under UBS Group AG.
Key Financial Metrics and Transaction Data
The filing focuses on share tender statistics rather than traditional financial performance metrics such as revenue or profit. Key data points include:
- Total Issued UBS AG Shares: 3,844,560,913
- Treasury Shares Tendered by UBS AG: 90,983,307
- Shares Tendered by UBS AG Shareholders: 3,616,822,538
- Total Tendered Shares: 3,707,805,845
- Acceptance Ratio (Shareholders): 96.36%
- Overall Acceptance Ratio: 96.44% of all issued shares
Upon settlement, UBS Group AG will own 96.44% of the share capital and voting rights of UBS AG. The filing does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Transaction Status
The primary material change is the significant increase in UBS Group AG's ownership of UBS AG shares to 96.44%. However, this falls short of the 98% threshold required to complete a statutory squeeze-out immediately. Consequently, UBS Group AG may need to utilize other methods permitted under applicable law, such as purchases or subsequent exchanges, to acquire additional shares to reach the 98% ownership level required for a statutory squeeze-out or to proceed with a forward merger.
Outlook, Risks, and Management Commentary
Settlement and Delisting: Holders of tendered shares are expected to receive UBS Group AG shares on December 18, 2014. UBS Group AG expects to initiate the delisting of UBS AG shares from the NYSE and SIX Swiss Exchange as soon as practicable after the exchange offer is consummated. Management notes that the market for remaining UBS AG shares will likely be significantly less liquid, with values potentially lower or more volatile.
Risks and Contingencies: The filing includes extensive forward-looking statements and risk factors, including:
- Uncertainty regarding regulatory approvals for capital requirement reductions by FINMA.
- Execution risks related to the creation of a new Swiss banking subsidiary and holding company structure.
- Market risks, including liquidity, credit spreads, and interest rate movements.
- Regulatory and legal risks, including litigation, investigations, and changes in financial legislation across Switzerland, the US, and the UK.
- Operational risks, including technology updates and potential system failures.
Definitive final results of the exchange offer are expected to be published on December 16, 2014.
Investor Verification Checklist
- Verify the definitive final results of the exchange offer when published on December 16, 2014.
- Monitor announcements regarding the specific method UBS Group AG will use to acquire the remaining shares needed to reach the 98% squeeze-out threshold.
- Confirm the timeline for the delisting of UBS AG shares from the NYSE and SIX Swiss Exchange.
- Review the EU AAP Prospectus and Form F-4 registration statement for detailed terms of the exchange offer.
- Assess the impact of reduced liquidity on the valuation of any remaining publicly held UBS AG shares.