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UBS Group AG and UBS AG announce final results of share-for-share exchange offer

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Zurich/Basel, 16 December 2014 – UBS AG proposed to its shareholders to establish a new holding company, UBS Group AG. To implement this proposal, UBS Group AG, a Swiss stock corporation (Aktiengesellschaft), offered to acquire any and all issued UBS shares in exchange for UBS Group AG shares on a share-for-share basis.

On 29 September 2014 UBS Group published the Swiss offer prospectus regarding the Exchange Offer.

Under the terms of the Exchange Offer, every registered share of UBS AG with a nominal value of CHF 0.10 validly tendered in, and not withdrawn from, the Exchange Offer was exchanged for one registered share of UBS Group AG with a nominal value of CHF 0.10. The Exchange Offer was comprised of separate offers. The Swiss Exchange Offer was made to all holders of UBS AG shares, wherever located, in accordance with local laws, regulations and restrictions, pursuant to the Swiss Offer Prospectus and, for holders of UBS AG shares located in one or more member states of the European Economic Area, one or more separate prospectuses. The U.S. Exchange Offer was made to all holders of UBS AG shares located in the United States pursuant to separate offer documentation.

On 12 November 2014 UBS Group AG published a supplementary Swiss offer prospectus that is supplemental to, and should be read in conjunction with, the Swiss Offer Prospectus and thereby reduced the minimum acceptance condition to 66.67% and extended the Initial Acceptance Period until 20 November 2014.

Final Result

Subject to the offer restrictions set forth in the Swiss Offer Prospectus, the Swiss Exchange Offer related to all issued UBS AG shares, including any UBS AG shares that were issued between 24 September 2014 and the end of the Additional Acceptance Period. At the expiration of the Additional Acceptance Period, the Exchange Offer related to a total of 3,844,560,913 UBS AG shares.

The table below provides information on the number of UBS AG shares tendered into the Exchange Offer at the expiration of the Additional Acceptance Period:

 

UBS AG shares

Acceptance ratio

Treasury shares tendered by UBS AG

90,843,754

n.a.

UBS AG shares tendered by UBS  AG Shareholders

3,624,575,658

96.56% (calculated based on the UBS AG shares held by UBS AG Shareholders as per 10 December 2014)

Total of tendered UBS AG shares

3,715,419,412

96.64% of all issued UBS AG shares at the end of the Additional Acceptance Period

Subsequent to the end of the Additional Acceptance Period, UBS Group AG has agreed to acquire an additional 1,490,795 UBS AG shares for new UBS Group AG shares via private exchanges with various shareholders and banks in Switzerland and elsewhere outside the United States. These private exchanges are made on the same terms and conditions as applied to the Exchange Offer and bring the total percentage of UBS AG shares owned by UBS Group AG to 96.68%.

Second Settlement

It is expected that holders of UBS AG shares who accepted the Exchange Offer during the Additional Acceptance Period will receive UBS Group AG shares on 18 December 2014.

The number of UBS AG shares tendered is less than the 98% required to complete a statutory squeeze out. UBS Group AG may use any method to acquire additional UBS AG shares permitted under applicable law, including purchases or subsequent exchanges to achieve 98% ownership and complete a statutory squeeze out as an alternative to effecting a squeeze-out through a forward merger.

As previously announced, UBS Group AG expects to initiate the delisting of the UBS AG shares from the NYSE and SIX Swiss Exchange as soon as practicable after consummation of the Exchange Offer. As a result, we expect the market for UBS AG shares to be significantly less liquid, and the value of UBS AG shares that remain publicly held may be lower or fluctuate more widely following completion of the Exchange Offer than was the case previously.

Registered shares of UBS AG
Swiss Security Number: 2489948      ISIN: CH0024899483  Ticker-Symbol: UBSN

Place and Date
Zurich, 16 December 2014

Offer Manager
UBS AG

UBS Group AG and UBS AG

 

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  • to legal entities which are qualified investors as defined in the Prospectus Directive; 
  • to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or 
  • in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of UBS Group shares shall result in a requirement for UBS Group to publish a prospectus pursuant to Article 3 of the Prospectus Directive.