Business Context and Reporting Period
This Form 6-K, dated June 12, 2023, announces the completion of UBS Group AG's acquisition of Credit Suisse Group AG. The transaction marks the last trading day for Credit Suisse shares on the SIX Swiss Exchange and the New York Stock Exchange. The combined entity now operates as a consolidated banking group, with UBS Group AG managing two separate parent banks (UBS AG and Credit Suisse AG) pending further integration.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or debt figures for the period. However, it includes the following capital metric:
- CET1 Capital Ratio: UBS expects its Common Equity Tier 1 (CET1) capital ratio to be around 14% in the second quarter of 2023 and to remain at that level throughout 2023.
Future consolidated financial results for the combined group will be reported under IFRS in USD.
Material Changes
The primary material change is the legal merger of Credit Suisse Group AG into UBS Group AG. Key operational changes include:
- Share Exchange: Credit Suisse shareholders receive 1 UBS share for every 22.48 Credit Suisse shares held.
- Governance: A new Board of Directors has been nominated for Credit Suisse AG, subject to regulatory approval, including Lukas Gæhwiler as Chair.
- Trading Status: Credit Suisse Group AG shares and ADSs have ceased trading.
Guidance, Outlook, and Risks
Outlook and Commentary: Management anticipates that Credit Suisse's operating losses and significant restructuring charges will be offset by reductions in Risk-Weighted Assets (RWA). The second-quarter 2023 earnings for the combined group are scheduled for communication on August 31, 2023. Leadership emphasized the creation of a stronger, unified Swiss global firm with enhanced geographic reach and expertise.
Risks and Contingencies: The document contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially. Investors are directed to the "Risk Factors" section of UBS's most recent Annual Report on Form 20-F for a detailed discussion of these risks.
Investor Verification Checklist
- Verify the final exchange ratio of 1 UBS share for every 22.48 Credit Suisse shares.
- Confirm the regulatory approval status of the newly nominated Credit Suisse AG Board of Directors.
- Monitor the August 31, 2023, earnings release for the first consolidated financial results under IFRS in USD.
- Review the updated pro forma financial information in the F-4 registration statement.
- Assess the impact of Credit Suisse's restructuring charges against the projected reduction in RWA on the 14% CET1 capital ratio target.