M and A
UBS Completes Credit Suisse Takeover
UBS said it had reached an important milestone by completing this phase of the process. Alongside this effort come moves to integrate two complex and international organisations – both of them major wealth management players in several regions of the world
True to its word, UBS
has announced that it has completed the acquisition of Credit Suisse
yesterday, as it had flagged a few days ago.
Credit Suisse has been merged into UBS, and the combined entity
will operate as a consolidated banking group. The move leaves
Switzerland with one universal bank, coming after a period of
turmoil for Zurich-listed Credit Suisse which had seen it sustain
big client outflows and a slump in its share price. 12
June marked the last trading day of Credit Suisse
shares on the SIX Swiss Exchange in the Alpine state, UBS said in
a statement. Credit Suisse’s American Depository Shares will no
longer be traded on the New York Stock Exchange.
As announced on 19 March 2023, Credit Suisse shareholders
will receive one UBS share for every 22.48 Credit Suisse shares
held. UBS has paid SFr3 billion ($3.32 billion) for its rival. As
part of the deal, conducted at the urging of the Swiss
authorities, holders of Credit Suisse’s Additional Tier 1 bonds –
forms of buffer capital created for European banks after the 2008
crash – have had their bonds written down. This has sparked anger
and a number
of lawsuits, including from institutions such as PIMCO.
As previously announced, UBS said it will operate the following
governance model pending further integration:
-- UBS will manage two separate parent banks – UBS and
Credit Suisse. Each institution will continue to have its own
subsidiaries and branches, serve its clients and deal with
counterparties;
-- The board of directors and group executive board of UBS will
hold overall responsibility for the consolidated group;
-- Subject to regulatory approval, the Credit Suisse board will
consist of Lukas Gähwiler (chair), Jeremy Anderson (vice chair),
Christian Gellerstad (vice chair), Michelle Bereaux, Mirko
Bianchi (until June 30, 2023), Clare Brady, Mark Hughes, Amanda
Norton and Stefan Seiler.
"I‘m pleased that we’ve successfully closed this crucial
transaction in less than three months, bringing together two
global systemically important banks for the first time. We are
now one Swiss global firm and, together, we are stronger. As we
start to operate the consolidated banking group, we’ll continue
to be guided by the best interests of all our stakeholders,
including investors. Our top priority remains the same: to serve
our clients with excellence,” Colm Kelleher, UBS chairman,
said.
UBS expects its Common Equity Tier 1 capital ratio to be around
14 per cent in the second quarter of 2023 and to remain around
that level throughout 2023. It anticipates that Credit Suisse’s
operating losses and significant restructuring charges will be
offset by reductions in risk-weighted assets.
The bank said that in future it will report consolidated
financial results for the combined group under IFRS standards in
dollars. It issues second-quarter 2023 earnings will be
communicated on 31 August 2023. (For several years UBS has
issued results in dollars rather than the Swiss franc, explaining
that it earns the bulk of its revenues outside Switzerland. A
number of other international groups, such as HSBC, also do
so.)
As reports
such as this show, UBS faces a huge task of ensuring that the
two organisations integrate while dealing with legacy legal and
regulatory issues that have plagued Credit Suisse for years.