6-K 1 parentbankmerger20231.htm
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: December 07, 2023
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
Credit Suisse AG
(Registrant's Name)
Paradeplatz 8, 8001 Zurich, Switzerland
(Address of principal executive office)
Commission File Number: 1-33434
Indicate by check mark whether the
registrants file 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 333-263376),
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EXTENT NOT SUPERSEDED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 proposed combination
with Credit
Suisse AG requires
it to
incorporate historical financial
statements for
Credit
Suisse
AG in
the
outstanding
registration
statements
indicated
on
the
cover
of
this
Form
6-K.
In
addition,
pursuant
to
Article 11 of
Regulation S-X, UBS
AG is
required to
incorporate in
such
registration
statements
unaudited
pro forma
condensed combined financial
information prepared to
reflect the
proposed combination.
Such
pro forma financial information is based on the historical
consolidated financial statements of UBS AG
and the historical consolidated financial statements of Credit Suisse AG, and is
presented for illustrative
purposes only and
does not
reflect the
results of
operations or the
financial
position
of UBS
AG that
would
have resulted had the combination occurred at the dates indicated, or project the results of operations
or
financial position of UBS AG for any future
date or period.
The audited consolidated
income statements, statements of
comprehensive income, cash flow
statements
and statements of
changes in equity
of Credit Suisse
AG for the
three years ended
31 December 2022,
2021 and 2020,
and the
audited consolidated balance
sheets of Credit
Suisse AG as
of 31 December
2022
and 2021, including the
notes thereto and
the report of the independent
accountant thereon, are
filed as
Exhibit 99.2 to this report on Form 6-K.
The
unaudited
consolidated
income
statements,
statements
of
comprehensive
income,
cash
flow
statements, and
statements of changes
in equity of
Credit Suisse
AG for the
six months ended
30 June
2023 and
2022, and
the unaudited
consolidated balance
sheet of
Credit Suisse
AG as
of 30
June 2023
including the notes thereto, are filed as Exhibit
99.3 to this report on Form 6-K.
The unaudited pro forma condensed combined income statements for the
year ended 31 December 2022
and for the
six months ended
30 June 2023
and the unaudited
pro forma
condensed combined
balance
sheet as of 30 June 2023, are attached hereto
as Exhibit 99.4 to this report on Form 6-K.
EXHIBIT INDEX
Exhibit No.
99.1
News release published on December
7, 2023
99.2
Audited consolidated financial statements
of Credit Suisse AG as of December
31, 2022 and
2021 and for the three year period ended
December 31, 2022, and the accompanying
notes
thereto (
incorporated by reference to pages 429
to 506 of Credit Suisse AG’s
Annual Report
on Form 20-F for the fiscal year ended December
31, 2022
)
99.3
Unaudited condensed consolidated
financial statements of Credit Suisse AG
as of and for the
six months ended June 30, 2023 and
2022 (
incorporated by reference to Exhibit 99.1
to the
Form 6-K filed by Credit Suisse AG on
September 29, 2023 (Film No: 231291782)
)
99.4
Unaudited pro forma combined financial
information as of and for the fiscal year
ended
December 31, 2022 and the six months
ended June 30, 2023
99.5
Consent of PricewaterhouseCoopers AG
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrants
have duly
caused this report to be signed on their behalf
by the undersigned, thereunto duly
authorized.
UBS AG
By:
/s/ David Kelly
Name:
David Kelly
Title:
Managing Director
By:
s/ Ella Campi
Name:
Ella Campi
Title:
Executive Director
Credit Suisse AG
By:
/s/
Reto Hösli
Name:
Reto Hösli
Title:
Director
By:
/s/
Peter Simon
Name:
Peter Simon
Title:
Director
Date:
December 7, 2023