UBS shareholders approve capital increase for use in PaineWebber merger.
At the Extraordinary General Meeting held on Thursday, 7 September, UBS shareholders approved the proposed increase in share capital for use in the merger transaction with PaineWebber. The General Meeting also approved the Board of Directors' proposal to distribute a partial dividend of CHF 4.50 per share relating to the first nine months of 2000. A total of 2'158 shareholders attended the Extraordinary General Meeting, representing 93'272'157 of the votes.
UBS shareholders voted in favor of the proposed capital increase for use in the PaineWebber merger transaction, which will result in the creation of a preeminent global investment services firm. "I am pleased with the clear signal our shareholders have given," commented Marcel Ospel, Chief Executive Officer of UBS Group. "They share our view that PaineWebber is the ideal strategic partner for UBS. The combination of PaineWebber's client franchise and UBS's product range means the bank will be strongly placed in wealth management both in the United States, and in the rest of the world."
The merger still has to be approved by PaineWebber's shareholders and the necessary regulatory authorities before it can be completed. PaineWebber plans to put the merger agreement to its shareholders in October 2000. Assuming approvals proceed as expected, UBS plans to conclude the transaction in November 2000.
On 12 July 2000, the two companies announced that they had entered into a definitive merger agreement. The expected total consideration, based on UBS's share price before the announcement and assuming exercise of all PaineWebber options held by employees, is estimated at USD 12.4 billion. The consideration will be in the form of cash and UBS shares. The Extraordinary General Meeting approved the creation of a maximum of 38 million new UBS shares in the form of authorized capital for the merger transaction, and a maximum of 17 million new UBS shares in the form of conditional capital for PaineWebber employee options outstanding beyond the merger exchange date. Due to the inter-relationship between the two categories, the maximum total number of shares issued either as authorized or conditional capital will not exceed 46 million shares. Any shares issued as a result of these approvals can only be used in the context of the merger transaction.
To avoid dilution of earnings and voting power, UBS's Board of Directors and the Group Executive Board are fully committed to keeping the number of shares issued as small as possible, subject to maintaining a sound capitalization for the UBS Group. The number of shares that will finally be issued may be reduced by shares temporarily borrowed in the market. UBS plans to replace any such borrowed shares through subsequent purchases in the market. The General Meeting approved the Board of Directors' proposal that it be granted the right to a "green shoe option" permitting the issuance of additional shares from the approved authorized capital during a limited period after the completion of the merger, to the extent that market conditions make such replacement purchases less economically desirable for shareholders.
The shareholders also approved the Board of Directors' proposal that UBS shareholders on record as of 2 October 2000 be paid a partial dividend of CHF 4.50 per share relating to the first nine months of the year 2000. The dividend will be paid on 5 October 2000. This is intended to ensure equal treatment of UBS shareholders and PaineWebber stockholders, as PaineWebber stockholders will already have been paid interim dividends for nine months of the year at the merger exchange date.
Independent Special Auditors
The General Meeting further approved the election of Deloitte & Touche Experta AG as independent Special Auditors to provide the auditors opinion with respect to the capital increase that is required under Swiss law. This firm was appointed, rather than UBS's regular auditors, to ensure that UBS's regular auditors would continue to be deemed independent under US accounting requirements.
Zurich / Basel, 7 September 2000
Information concerning proxy materials:
This communication is not a solicitation of a proxy from any security holder of Paine Webber Group, Inc. UBS and PaineWebber will be filing with the Securities and Exchange Commission a proxy statement/prospectus to be mailed to PaineWebber security holders and other relevant documents concerning the planned merger of PaineWebbeer into a subsidiary of UBS. WE URGE INVESTORS IN PAINEWEBBER TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by UBS will be available free of charge from Investor Relations, UBS, Stockerstrasse 64, Zurich. Documents filed with the SEC by PaineWebber will be available free of charge from Geraldine Banyai, Assistant Secretary, 1285 Ave of the Americas, New York, New York 10019.
PaineWebber and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of PaineWebber in favor of the merger. The directors and executive officers of PaineWebber include the following: D. B. Marron; M. Alexander; S. P. Baum; E. G. Bewkes, Jr.; R. Braun; R. A. Dolan; F. P. Doyle; J. T. Fadden; J. J. Grano, Jr.; J. W. Kinnear; R. N. Kiyono; T. A. Levine; R. M. Loeffler; E. Randall, III; H. Rossovsky; K. Sekiguchi; R. H. Silver; M. B. Sutton; and J. R. Torell III. Collectively, as of February 4, 2000, the directors and executive officers of PaineWebber may be deemed to beneficially own approximately 4.8% of the outstanding shares of PaineWebber common stock. Security holders of PaineWebber may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.
This press release contains forward-looking statements. These forward-looking statements are found in various places throughout this press release and include, without limitation, statements concerning the expected timing and benefits of the proposed merger. While these forward-looking statements represent our judgments and future expectations concerning the development of our business and the timing and benefits of the merger, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, the risk that the PaineWebber stockholders will fail to approve the transaction; the inability to obtain, or meet conditions imposed for, governmental approvals for the transaction; and other key factors that we have indicated could adversely affect the merger contained in our past and future filings and statements, including those filed with the United States Securities and Exchange Commission.