AMUB 6-K
Ubs AG (AMUB)
1
MERGER BETWEEN UBS AG AND CREDIT SUISSE AG
Pursuant to the merger agreement dated 7 December 2023
between UBS AG (“UBS Parent Bank”) and Credit Suisse AG (“Credit
Suisse Parent Bank”),
and in accordance with applicable provisions of Swiss law,
on 31 May 2024 Credit Suisse Parent Bank
merged with and into UBS Parent Bank. UBS Parent Bank being
the absorbing company continues to operate and Credit Suisse
Parent Bank being the absorbed company ceased to exist (the “Transaction”).
Under the terms of the merger agreement, all of the
outstanding ordinary shares of Credit Suisse Parent Bank were cancelled;
no consideration was paid as all of the outstanding
shares of each of UBS Parent Bank and Credit Suisse Parent Bank were
owned by UBS Group AG.
2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
All amounts in this section are in US dollars (USD) unless otherwise specified.
The abbreviation “bn” is used to represent
“billion”. The abbreviation “m” is used to represent “million”. Numbers
presented throughout this section may not add up
precisely to the totals provided in the tables and text due to rounding.
The following unaudited pro forma condensed combined financial information
is intended to illustrate the effect of the transaction
(as previously defined) and comprises the unaudited pro forma condensed
combined income statement of UBS AG for the year
ended 31 December 2024, prepared as if the Transaction
occurred on 1 January 2024.
A pro forma balance sheet as of 31 December 2024 is not presented or required as the
balance sheet in UBS AG’s Annual Report
on Form 20-F for the year ended 31 December 2024, filed with the SEC on 17 March
2025, includes the effect of the Credit
Suisse AG merger.
The Transaction is a business combination of
entities under common control (a “common control transaction”) as defined under
IFRS 3
Business Combinations
since UBS Group AG is the common 100% shareholder of the two entities as of
12 June 2023,
when the Group merger occurred, and it controls
the two businesses merged before and after the Transaction.
IFRS 3
Business
Combinations
specifically scopes out such transactions; therefore, the application of the acquisition
method is not required.
Instead, in the absence of a specific IFRS Accounting Standards requirement,
UBS Parent Bank applied the
carry over basis
(also
referred to as the predecessor accounting method) consistent with previous UBS group
-internal legal entity transactions and as
commonly applied under Swiss regulations.
Under the carry over basis, the IFRS Accounting Standards-equivalent
financial statement carrying amounts of Credit Suisse
Parent Bank are added across each line item with the UBS Parent Bank financial
statement amounts, as at the transaction date. No
adjustments are made to reflect, for example, the fair value of amortized
cost financial assets and liabilities and the fair value of
non-financial assets and liabilities that were recorded in the UBS Group AG consolidated
financial statements as a result of
applying the acquisition method as required under IFRS 3
Business Combinations
on 31 May 2023 for the acquisition of Credit
Suisse Group AG (note that with the acquisition date of 12 June 2023, for
convenience the Credit Suisse Group was consolidated
with effect from 31 May 2023, as the effect of transactions
and activities in the period from 31 May 2023 to 12 June 2023 on the
consolidated financial statements was not material).
The unaudited pro forma condensed combined financial information
is presented for illustrative purposes only and reflects
estimates and assumptions made by UBS Parent Bank’s
management that it considers reasonable. The unaudited pro forma
condensed combined financial information does not purport to represent
what UBS Parent Bank’s actual results of
operations or
financial condition would have been had the Transaction
occurred on 1 January 2024, nor is it necessarily indicative of future
results of operations
or financial condition. Adjustments enumerated in this document are pro
forma in nature and are relevant for
the combination of the UBS Parent Bank and Credit Suisse Parent Bank only.
Such adjustments are not relevant for UBS Group
AG consolidated reporting, unless otherwise disclosed in the audited
consolidated financial statements of UBS Group AG as of
and for the year ended 31 December 2024, included in the UBS Group AG Annual
Report.
The unaudited pro forma condensed combined financial information
does not reflect expense efficiencies, asset dispositions or
business reorganizations that are or may be contemplated,
or any cost or revenue synergies, including any potential
restructuring
actions other than those that were reflected in the actual 2024 results.
The unaudited pro forma condensed combined financial information
for the year ended 31 December 2024 should be read in
conjunction with the consolidated financial statements of UBS Parent Bank and the
accompanying notes included in its 2024
Annual Report on Form 20-F,
as well as the additional disclosures contained therein. This document
is available on UBS’s
website at www.ubs.com/investors
and at the SEC’s website at
www.sec.gov.
3
USD millions
UBS AG
consolidated
(IFRS
Accounting
Standards)
Credit Suisse
AG
consolidated
(IFRS
Accounting
Standards)
1
Transaction
accounting
adjustment
2
Condensed
Combined
Income
Statement
(IFRS
Accounting
Standards)
Net interest income
4,678
1,223
-
5,901
Other net income from financial
instruments
measured at fair value through
profit or loss
12,959
1,387
-
14,346
Net fee and commission income
23,438
1,611
-
25,048
Other income
1,248
677
(479)
1,446
Total revenues
42,323
4,898
(479)
46,742
Credit loss expense / (release)
544
208
-
752
Personnel
expenses
19,958
2,884
-
22,842
General
and administrative expenses
16,548
2,224
(479)
18,293
Depreciation, amortization and impairment
of
non-financial assets
2,840
368
-
3,208
Operating
expenses
39,346
5,476
(479)
44,344
Operating
profit
/ (loss) before tax
2,433
(786)
-
1,647
Tax expense / (benefit)
900
16
-
916
Net profit
/ (loss)
1,533
(802)
-
730
Net profit / (loss) attributable
to non-controlling
interests
51
(5)
-
46
Net profit
/ (loss) attributable
to shareholders
1,481
(798)
-
684
Historical
Pro Forma
Unaudited Pro Forma Condensed Combined Income Statement
for the year ended 31 December 2024
1
Reflects the pre-merger unaudited historical condensed
income statement of Credit Suisse Parent Bank for the five-month
period ended 31 May 2024 derived from Credit Suisse Parent Bank's books and
records prepared under IFRS Accounting
Standards.
Refer to Note 1 in the explanatory notes for further information.
2
Refer to Note 2) in the explanatory notes for further information.
See accompanying notes.
4
Explanatory notes to unaudited pro forma condensed combined
financial information
(in USDm except where otherwise indicated)
Note 1: Basis of preparation
The unaudited pro forma combined income statement for the year ended
31 December 2024 was prepared as if the Transaction
occurred on 1 January 2024.
No adjustments have been reflected in the unaudited pro forma condensed
combined income statement for the effects of items that
have been considered to be immaterial.
Following the acquisition by UBS Group AG, Credit Suisse transitioned
its accounting systems to IFRS. From 1 January 2024,
Credit Suisse Parent Bank has been producing IFRS financial information
directly from its accounting systems without conversion
from U.S. GAAP.
During the first half of 2024 Credit Suisse Parent Bank modified its IFRS accounting
systems to accommodate
the integration of its financial information into UBS AG on a common control
basis from the actual merger date of 31 May 2024.
Accordingly, the
Credit Suisse Parent Bank pro forma IFRS income statement amounts for the five-month
period ended 31 May
2024,
derived from its IFRS books and records and other information available, have been extracted
directly from its accounting
systems.
The UBS Parent Bank unaudited pro forma condensed combined income statement
for the year ended 31 December 2024 was
sourced from (i) the audited consolidated income statement of UBS Parent Bank
contained in the UBS Annual Report for the year
ended 31 December 2024 and (ii) the unaudited historical condensed
IFRS consolidated income statement of Credit Suisse Parent
Bank on a common control basis for the five-month period ended 31 May 2024
derived from its IFRS books and records and other
information available. As the actual merger was effected
on 31 May 2024, UBS Parent Bank’s unaudited
historical condensed
consolidated income statement for year ended 31 December 2024 contains
Credit Suisse Parent Bank’s consolidated
income
statement activity for the seven-month period ended 31 December
- Collectively, the two sources
represent consolidated
income statement activity of both UBS Parent Bank and Credit Suisse Parent Bank for
the year ended 31 December 2024.
A transaction accounting adjustment was applied to eliminate consolidated
income statement balances arising from intercompany
exposures and transactions between UBS Parent Bank and Credit Suisse Parent
Bank during the five-month period ended 31 May
- See Note 2 below.
Note 2: Transaction
accounting adjustment
UBS Parent Bank has reviewed exposures and transactions with Credit Suisse Parent Bank
to identify intercompany income
statement amounts for the five-month period ended 31 May 2024. The
only material intercompany income statement amounts
impacting the line items presented relate to the remuneration of staff
seconded from Credit Suisse Parent Bank to UBS Parent
Bank. Remuneration for such staff is recognized by Credit
Suisse Parent Bank in “Other income” while UBS Parent Bank records
the equal and opposite expense in “General and administrative expenses”. Accordingly,
intercompany secondment income and
expense of 479m, recognized during the five-month period ended
31 May 2024, have been eliminated.
ubsagproforma20250317
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 17, 2025
UBS AG
(Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
Aeschenvorstadt 1, 4051 Basel, Switzerland
(Address of principal executive offices)
Commission File Number: 1-15060
Indicate by check mark whether the
registrant files or will file annual reports
under cover of Form
20-F or Form 40-
F.
Form 20-F
☒
Form 40-F
☐
THIS
FORM
6-K
IS
HEREBY
INCORPORATED
BY
REFERENCE
INTO
(1)
THE
REGISTRATION
STATEMENT
ON FORM
F-3 (REGISTRATION
NUMBER 333-283672),
AND INTO
EACH PROSPECTUS
OUTSTANDING
UNDER
THE
FOREGOING
REGISTRATION
STATEMENT,
(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). THIS REPORT SHALL BE A PART THEREOF
FROM THE DATE ON WHICH THIS REPORT IS
FURNISHED, TO THE
EXTENT NOT SUPERSEDED
BY DOCUMENTS OR
REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
EXPLANATORY
NOTE
UBS AG has determined that,
for purposes of Rule 3-05
of Regulation S-X, the
combination with Credit
Suisse
AG
that
occurred
on
31
May
2024
requires
it
to
incorporate
unaudited
pro
forma
condensed
combined
financial
information
prepared
to
reflect
the
combination
in
the
outstanding
registration
statements indicated
on the cover
of this Form
6-K, as if
the combination
occurred on
1 January 2024.
Such pro forma financial information is based on (i) the audited
consolidated income statement of UBS
AG for the year ended
31 December 2024 and (ii) the
unaudited historical condensed IFRS consolidated
income statement of
Credit Suisse AG
on a
common control
basis for
the five-month
period
ended
31 May
2024 derived
from Credit
Suisse’s IFRS books and
records, and
other information available.
As the
actual
merger
was
effected
on
31
May
2024,
UBS
AG’s
consolidated
income
statement
for
year
ended
31
December 2024 contains
Credit Suisse AG’s consolidated income
statement activity for
the seven-month
period ended 31 December 2024.
This pro forma financial
information is presented
for illustrative purposes only
and does not reflect
the
actual
results
of
operations
or
the
financial
position
of
UBS
AG
that
would
have
resulted
had
the
combination occurred on
1 January 2024,
or project
the results of
operations or financial
position of UBS
AG for any future date or period.
The unaudited
pro forma condensed
combined financial
information
for
the
year
ended
31 December
2024
is attached hereto as Exhibit 99.1 to this
report on Form 6-K.
EXHIBIT INDEX
Exhibit No.
99.1
Unaudited pro forma condensed combined financial information for the fiscal year ended 31
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant
has duly
caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized
.
UBS AG
By: _/s/ Steffen Henrich__________
Name: Steffen Henrich
Title: Controller
By: _/s/ David Kelly
___
Name:
David Kelly
Title:
Managing Director
Date:
March 17, 2025