Ubs Merge Explained: Understanding the Acquisition

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The UBS merge is a complex financial transaction that can be overwhelming to understand. The Swiss banking giant is acquiring Credit Suisse, creating a new entity with significant assets and liabilities.

The acquisition is valued at around $3.2 billion, with UBS offering 0.1891 new shares for each Credit Suisse share. This means that Credit Suisse shareholders will receive a significant amount of UBS stock in exchange for their shares.

The deal is expected to close by the end of 2023, pending regulatory approval. This timeline is ambitious, but UBS has a history of executing large-scale transactions efficiently.

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Acquisition

The acquisition process was a key aspect of the UBS merger. In 2007, UBS acquired the US investment bank Dillon Read for $11.5 billion.

UBS's acquisition strategy involved expanding its presence in the US market. The bank aimed to become a major player in the global financial industry.

The UBS merger with Dillon Read created a significant presence in the US market for the bank. This acquisition helped UBS to increase its revenue and market share.

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The acquisition of Dillon Read also brought new talent and expertise to UBS. The bank was able to tap into the experience and knowledge of Dillon Read's employees.

The UBS merger with Dillon Read was a complex process that required careful planning and execution. The bank's acquisition team worked closely with Dillon Read's management to ensure a smooth transition.

The acquisition of Dillon Read marked a significant milestone in UBS's history. It was a major step towards the bank's goal of becoming a global financial leader.

Background and Crisis

The UBS merger was a significant event in the financial world, with a long and complex history. The crisis leading up to the merger was triggered by the financial crisis of 2008.

UBS's investment banking division had taken significant losses due to the crisis, leading to a major overhaul of the company's strategy. The division was sold to the Spanish bank Santander.

The merger was a response to the changing regulatory environment and the need for a stronger, more stable financial institution.

Credit Suisse and the 2008 Financial Crisis

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Credit Suisse was founded in 1856 and became a leader among Swiss banks, but the 2007-2008 financial crisis affected it less than its peers.

Credit Suisse raised a far smaller $9 billion privately from investors to strengthen its financial position, whereas its rival UBS needed a $60 billion rescue from the Swiss National Bank.

The crisis led Credit Suisse's investment bank to continue taking on risky deals to compete with large U.S. financial institutions.

Many large U.S. banks and UBS, on the other hand, pursued more conservative strategies and sold off riskier assets to de-risk their portfolios.

Basel III was criticized for increasing incentives for banks to game the regulatory framework, and it was argued that markets often fail to discipline large banks to hold prudent capital levels.

The Swiss financial industry had a joke about a UBS-Credit Suisse merger being unlikely, but it was long rumored and even discussed by Credit Suisse's CEO, Tidjane Thiam.

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Legacy Issues Uphill Battle

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Legacy issues are a major concern for UBS as it takes over Credit Suisse. Credit Suisse is currently defending itself against a $160m claim in London’s High Court over allegations it made ‘fraudulent misrepresentations’ relating to the sale of residential mortgage-backed securities during the 2007–09 global financial crisis.

This case exemplifies the uphill battle UBS faces to resolve the legacy issues it will inherit in its controversial takeover of Credit Suisse. Litigation could materialise as a drag on earnings, and UBS may decide to simply settle other legacy claims behind closed doors in order to avoid further public scrutiny in Switzerland and internationally.

UBS is benefiting from extraordinary government measures, such as SFr9bn protection from the Swiss authorities in case of losses going beyond the first SFr5bn, which is to be assumed by UBS. The Swiss National Bank is also granting Credit Suisse very significant access to a long-term secured liquidity facility, protecting UBS from market uncertainty and supporting the execution of the integration of Credit Suisse into UBS.

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Investigations relating to Greensill Capital and Archegos are still at an early stage, and the potential costs are unknown. Credit Suisse was hit with losses relating to the collapse of hedge fund Archegos Capital Management, which resulted in a net charge of $5.2bn, and its supply chain finance funds were also impacted by the collapse of UK-based Greensill Capital.

Negotiations and Deal

Negotiations surrounding the acquisition of Credit Suisse by UBS began on 15 March. Swiss authorities asserted that a deal had to be done before 20 March to prevent panic from spreading.

The short negotiation period included discussions about UBS not wanting Credit Suisse's unprofitable investment bank, antitrust issues, and the size of a government backstop. Swiss National Bank chairman Thomas Jordan led the negotiation, mostly excluding Credit Suisse management.

Credit Suisse management warned UBS and Swiss authorities that its three largest shareholders disliked the deal, citing that the Mideast investors were large clients of both banks. UBS initially offered 0.25 Swiss francs ($0.27) per share, valuing Credit Suisse at around $1 billion.

The Mideast investors offered to invest $5 billion, but Swiss authorities told Lehmann that his firm had to sell to UBS. UBS eventually agreed to purchase Credit Suisse for CHF 3 billion ($3.2 billion) in an all-stock deal.

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Negotiations

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Negotiations surrounding the acquisition began on 15 March, with Swiss authorities urging a deal to be done before 20 March to prevent panic.

The Swiss authorities led the negotiation, mostly excluding Credit Suisse management. Centerview Partners and JPMorgan advised the management teams of Credit Suisse and UBS respectively.

Credit Suisse management was angered by their exclusion and warned UBS and Swiss authorities that its largest shareholders disliked the deal. The Mideast investors, who owned a quarter of the company, were large clients of both banks.

UBS only wanted Credit Suisse if the price was low and if Swiss authorities indemnified UBS from any Credit Suisse regulatory violations. On the morning of 19 March, UBS made an offer of 0.25 Swiss francs ($0.27) per share, valuing Credit Suisse at around $1 billion.

The price outraged the Mideast investors, who believed it was too low. SNB urged Credit Suisse to reject the offer, but Swiss authorities threatened to remove Credit Suisse's board if it did not accept.

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The Mideast investors offered to invest $5 billion, but Swiss authorities told Lehmann that his firm had to sell to UBS. Credit Suisse contacted Deutsche Bank and others, but there was not enough time for another buyer.

UBS countered with an offer of 0.50 Swiss francs ($0.55) per share, valuing Credit Suisse at just over $2 billion. The final deal to purchase Credit Suisse for CHF 3 billion ($3.2 billion) was accepted by the board of Credit Suisse prior to the opening of Asian financial markets on Monday morning.

Deal Clarity Needed

UBS's takeover of Credit Suisse is a massive deal worth over $3.2 billion. The Swiss authorities brokered the deal, which saw UBS pay just SFr0.50 per share in its own stock, a fraction of what Credit Suisse's shares were trading at.

The acquisition is expected to bring in a huge profit for UBS, with an estimated $57 billion in profits next quarter. This is due to an accounting effect called "negative goodwill" or "badwill", which companies can book when buying undervalued businesses.

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However, UBS still needs more clarity on the value of the assets it has acquired. Pro forma financial information for the combined group is currently unavailable, and investors are waiting for more details.

Dr. Stefan Legge, an economist, notes that there are two opposing views on the deal. Some believe that Credit Suisse was a steal at $3.2 billion, especially after the $17 billion wipeout of AT1 bonds.

Reactions and Impact

The UBS merge has sparked a range of reactions from financial experts and investors.

The deal's impact on the global banking landscape is significant, with some analysts predicting a shift in market dominance.

UBS's decision to acquire Credit Suisse will likely lead to job losses, with an estimated 10,000 positions at risk.

The merged entity will have a substantial presence in Europe, with a combined asset base of over $2 trillion.

Reactions

Reactions can be intense, with some people experiencing a mix of emotions, including anxiety and excitement.

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The impact of a reaction can be significant, with some reactions leading to long-term changes in behavior.

Some people may feel overwhelmed by a reaction, while others may feel energized and inspired.

Research has shown that people who experience strong reactions are more likely to remember the event.

A study found that the average person can recall a reaction from 5-10 years ago with remarkable clarity.

Impact

The impact of these reactions can be significant, with some people experiencing long-term consequences such as anxiety and depression.

In the short term, physical symptoms like a racing heart and sweating can occur, making it difficult to focus and perform daily tasks.

People who have experienced a panic attack often develop a fear of having another one, which can lead to avoidance of certain situations or places.

This avoidance can limit a person's daily activities and social interactions, affecting their relationships and overall quality of life.

Some people may also develop a fear of losing control or having a heart attack, which can be a major source of distress.

Credit Suisse Merger

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Credit Suisse's merger with UBS is a pivotal moment in the history of the Swiss banking industry.

The merger is expected to create one of the largest banking groups in the world, with a combined asset base of over $1 trillion.

The deal was announced on June 12, 2022, and is set to be completed by the end of 2022.

It's a massive undertaking that will require significant resources and expertise.

The merged entity will have a significant presence in Switzerland, the US, and Asia, with a combined workforce of over 200,000 employees.

This will enable the new bank to offer a wider range of services to its clients.

UBS will acquire Credit Suisse's entire share capital, with an option to exchange shares for cash.

The Swiss government has provided a guarantee to cover potential losses.

The merger is a response to the significant challenges facing the banking industry, including increased competition and regulatory pressures.

It's a bold move that will help UBS to strengthen its position in the market.

The deal is subject to regulatory approvals and is expected to be completed by the end of 2022.

This will enable the merged entity to start trading under a single brand.

Financial Aspects

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The financial aspects of the UBS-Credit Suisse deal are complex and far-reaching. The AT1 bonds issued by Credit Suisse and UBS are unusual in their terms, allowing for total write-off instead of conversion to equity.

Analysts warned that this move could extend the banking crisis, rather than ending it. Russ Mould, investment director at AJ Bell, said the deal has started a new chapter in the crisis.

The write-off of CHF 16 billion in AT1 bonds has been criticized by some, including former European Central Bank vice president Vítor Constâncio. He called the decision a "mistake with consequences".

The Swiss financial regulator FINMA has stated that the write-down complied with contractual obligations. However, the decision to write off the bonds has led to concerns about the treatment of investors.

AT1 bonds traded for a few cents on the dollar as of 21 March 2023, implying that investors still see value in them through litigation. This suggests that investors are holding out for potential court cases.

The deal has raised questions about the treatment of different types of bank debt. The Bank of England and European authorities stated that equity would remain subordinated to debt.

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Frequently Asked Questions

Who did the UBS merge with?

UBS merged with Credit Suisse, specifically completing the integration of UBS Switzerland AG and Credit Suisse AG.

Is Credit Suisse now UBS?

No, Credit Suisse is no longer a standalone entity, as it has merged with UBS. The merger, effective July 1, 2024, has integrated Credit Suisse into the UBS group.

Why did the UBS and Credit Suisse merger?

The UBS and Credit Suisse merger was necessary for financial market stability in Switzerland and globally, with the government considering it a commercial solution rather than a bailout.

Will the UBS assume Credit Suisse debt?

Yes, UBS has assumed all outstanding Credit Suisse debt instruments as part of the merger. This means UBS is now responsible for Credit Suisse's debts and obligations.

What will happen to Credit Suisse accounts?

Credit Suisse accounts will remain separate and operational, allowing for normal banking activities such as payments and transfers

Colleen Boyer

Lead Assigning Editor

Colleen Boyer is a seasoned Assigning Editor with a keen eye for compelling storytelling. With a background in journalism and a passion for complex ideas, she has built a reputation for overseeing high-quality content across a range of subjects. Her expertise spans the realm of finance, with a particular focus on Investment Theory.

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