6-K 1 parentbankmerger20231.htm parentbankmerger20231
 
 
 
 
 
 
 
 
 
 
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EXTENT NOT SUPERSEDED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
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 (
99.3
 
Unaudited condensed consolidated
 
financial statements of Credit Suisse AG
 
as of and for the
six months ended June 30, 2023 and
 
2022 (
99.4
99.5
 
 
 
 
 
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