UBS Group AG (SWX:UBSG) entered into a merger agreement to acquire Credit Suisse Group AG (SWX:CSGN) from The Saudi National Bank (SASE:1180) and others for CHF 3 billion on March 19, 2023. Under the terms, Credit Suisse shareholders will receive 1 UBS share for every 22.48 Credit Suisse shares held, equivalent to CHF 0.76 per share. As part of the transaction, UBS benefits from CHF 25 billion of downside protection from the transaction to support marks, purchase price adjustments and restructuring costs, and additional 50% downside protection on non-core assets. UBS will be the surviving entity upon closing of the merger transaction. Colm Kelleher will be Chairman and Ralph Hamers will be Group Chief Executive Officer of the combined entity. Ulrich Koerner will join the executive board of the combined bank once it closes its takeover of its Swiss rival while Todd Tuckner will replace Sarah Youngwood as chief financial officer. UBS Group AG is expected to retain many Credit Suisse executives after they complete their merger. The transaction is not subject to shareholder approval. UBS has obtained pre-agreement from Swiss Financial Market Supervisory Authority FINMA, Swiss National Bank, Swiss Federal Department of Finance and other core regulators on the timely approval of the transaction. The parties still require regulatory approvals in other jurisdictions. Company have formed a Strategy Committee to review the transaction. The consummation of the merger remains subject to customary closing conditions. As of March 29, 2023, UBS Group AG said it had appointed the chairman of the Swiss re insurance company, Sergio Ermotti, as the group's chief executive officer starting from April 5. Ralph Hamers- the current CEO of UBS will remain at UBS and work alongside Sergio P. Ermotti as an advisor during a transition period to ensure a successful closure of the transaction and a smooth hand-over. In view of the planned merger between Credit Suisse and UBS, the Board decided to withdraw its proposal concerning a one-time deferred share-based Transformation Award for the Executive Board. UBS Group Chairman Colm Kelleher estimates that the merger and integration of Credit Suisse Group will take three to four years, excluding the investment bank's wind down. On April 4, 2023, The shareholder approved the Lehmann was re-elected as Chairman of the Board for a further term until the closing of the planned merger with UBS Group AG (UBS) and Christian Gellerstad was appointed as Vice-Chair and Lead Independent Director. but rejected the compensation for the executive board. On April 5, 2023, The European Commission exempted conditionally the rescue takeover of Swiss bank Credit Suisse Group AG by UBS Group AG from the EU standstill obligation. The Commission found that the requirements for a derogation were met and approved the banks’ request on April 4, 2023. The Credit Suisse/UBSmerger marked the first time that parliament had withheld its support for emergency laws designed to deal quickly with crises. Switzerland's tradition of dependable consensus politics has taken a battering after the government used an emergency law to push through a mega-merger of UBS and Credit Suisse. Switzerland's two parliamentary chambers voted to reject for the deal between the country's two biggest banks. The Federal Reserve Board announced its approval for UBS Group AG, of Zürich, Switzerland, to acquire the U.S. subsidiaries of Credit Suisse Group AG, of Zürich, Switzerland on April 14, 2023. Credit Suisse has agreed to pay UBS Group AG a termination fee of either (i) CHF 100,000,000, or (ii) if the termination occurs because a third party has prior to completion either announced or published an offer to Credit Suisse shareholders or to Credit Suisse to acquire more than 50% of Credit Suisse’s business, in the amount of 50% of the explicit or implied premium offered by such third party. In May 2023, UBS Group AG states that the transaction is still to be cleared by authorities in the USA, EU and other markets. As of May 18, 2023, the CCI approved the proposed merger of Credit Suisse Group with UBS Group. As of May 25, 2023, European Commission approved the transaction. UBS Group AG to conclude an agreement with the Swiss government on loss protection related to its acquisition of embattled Credit Suisse Group, UBS said in a regulatory filing. The transaction is expected to close in second quarter of the year 2023. The acquisition of Credit Suisse is expected to be completed at the end of May or the beginning of June. As of June 5, 2023, Transaction is expected to close as early as June 12, 2023. As of June 7, 2023, the agreement is expected to be finalised in the next 24 hours. As of June 9, 2023, the transaction is expected to close on Monday June 12, 2023. UBS anticipates that the transaction is EPS accretive by 2027.

JPMorgan Chase & Co. (NYSE:JPM) and Morgan Stanley (Switzerland) GmbH acted as financial advisors to UBS Group AG. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor and Centerview Partners LLC acted as financial advisor to Credit Suisse Group AG. Daniel Daeniker, Benjamin Leisinger, Claude Lambert, Dieter Gericke, Flavio Romerio, Hansjürg Appenzeller and Richard Stäuber of Homburger AG acted as legal advisor to Credit Suisse Group AG in the transaction. Jennifer Bethlehem, Michael Raffan, Simon Orton, Julian Long, George Swan, Cyrus Pocha, Gunnar Schuster, Christoph Gleske, Doug Smith, Duncan Kellaway, Richard Hart, Holly Insley, Dawn Heath, Rafique Bachour, Tone Oeyen and Richard Lister of Freshfields Bruckhaus Deringer acted as legal advisors to UBS. Rolf Watter, Martin Anderson, Cédric Chapuis, Vera Naegeli, Frédéric Bétrisey, Peter Hsu, Daniel Flühmann, Mani Reinert, Susanne Schreiber, Nadja Jaisli, Pascal Hachem and Laura Widmer of Bär & Karrer Ltd. acted as legal advisor to UBS Group AG. Marc O. Williams, Luigi L. De Ghenghi, Evan Rosen, Shanu Bajaj, Daniel E. Newman, John B. Meade, Kara L. Mungovan, Adam Kaminsky, and Ronan P. Harty of Davis Polk & Wardwell LLP acted as legal advisor to UBS Group AG. The Bank of New York Mellon acted as Depositor to Credit Suisse whereas PWC and EY acted as Accountant to UBS group. Latham & Watkins LLP acted as legal advisor to the financial advisor, Morgan Stanley L&W Global of the transaction.