Business Context and Reporting Period
This Form 6-K, dated June 5, 2023, serves as an ad hoc announcement by UBS Group AG regarding the anticipated completion of its acquisition of Credit Suisse Group AG. The filing outlines the expected timeline for the merger and the terms of the transaction.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios for either UBS or Credit Suisse. The document focuses exclusively on the structural terms of the acquisition.
Material Changes and Transaction Terms
- Completion Date: UBS expects to complete the acquisition as early as June 12, 2023.
- Exchange Ratio: Credit Suisse shareholders will receive one UBS share for every 22.48 outstanding Credit Suisse shares held.
- Delisting: Upon completion, Credit Suisse shares and American Depositary Shares (ADS) will be delisted from the SIX Swiss Exchange and the New York Stock Exchange.
- Debt Assumption: UBS Group AG will assume all assets and liabilities of Credit Suisse Group AG, including obligations under outstanding debt securities.
Guidance, Outlook, and Risks
Conditions Precedent: Completion is subject to the registration statement covering shares to be delivered being declared effective by the US Securities and Exchange Commission (SEC), as well as the satisfaction or waiver by UBS of other remaining closing conditions.
Risks and Uncertainties: The document contains forward-looking statements. Actual developments may differ materially from expectations due to various risks and uncertainties, which are detailed in UBS's most recent Annual Report on Form 20-F and other SEC filings.
Investor Verification Checklist
- Verify the effectiveness of the SEC registration statement required for the share exchange.
- Confirm the final closing date, noting it is currently expected to be June 12, 2023, but subject to conditions.
- Review investor notices from stock exchanges and the Depository Trust Company (DTC) for specific details on debt security obligations.
- Check for any updates regarding the satisfaction or waiver of remaining closing conditions.