UBS announces share issuance plans.
In connection with its merger with PaineWebber, UBS announces an initial new issuance from authorized capital of 12 million ordinary shares and the re-issuance of 7 million shares currently held in Treasury.
UBS today announced the share issuance activity that it plans in connection with its merger with PaineWebber, which is expected to complete on 3rd November 2000.
UBS expects to deliver a total of 41million of its shares as part of the merger consideration.
UBS has the flexibility to supplement new share issuance and the re-issuance of Treasury shares with borrowed shares, backed up by the ability to use its "green-shoe" option to issue additional tranches of authorized capital for a period of three months following the completion date. The total amount of new shares issued in connection with the merger transaction will therefore only be fixed in the period following completion.
Given this flexibility, UBS has chosen to make an initial issuance from authorized capital of 12 million ordinary shares, as well as re-issuing 7 million ordinary shares currently held in Treasury. The remaining shares delivered at the completion of the merger will be borrowed shares. As a result of this activity UBS's holdings in its own shares will fall below the Swiss stock exchange reporting limit of 5% of outstanding shares.
With the election period for PaineWebber shareholders having closed on 1st November 2000, UBS is also able to make a preliminary announcement that valid cash or stock elections representing 77% of outstanding PaineWebber shares have been processed, with cash elections currently accounting for 95% of those shares with elections processed. Shares for which no election has been made account for a further 2% of outstanding shares.
Zurich / Basel, 2 November 2000
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 of the proposed merger. While these forward-looking statements represent our judgments and future expectations concerning the development of our business and the timing 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 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. All statements regarding matters following the completion of the merger of UBS and PaineWebber are subject to such completion.