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Credit Suisse and UBS to Merge
Credit Suisse and UBS have entered into a merger agreement on Sunday following the intervention of the Swiss Federal Department of Finance, the Swiss National Bank and the Swiss Financial Market Supervisory Authority FINMA (FINMA). UBS will be the surviving entity upon closing of the merger transaction. Under the terms of the merger agreement all shareholders of Credit Suisse will receive 1 share in UBS for 22.48 shares in Credit Suisse. Until consummation of the merger, Credit Suisse will continue to conduct its business in the ordinary course and implement its restructuring measures in collaboration with UBS. The Swiss National Bank will grant Credit Suisse access to facilities that provide substantial additional liquidity. On March 19, 2023, Swiss Federal Department of Finance, the Swiss National Bank and FINMA have asked Credit Suisse and UBS to enter into the merger agreement. Pursuant to the emergency ordinance which is being issued by the Swiss Federal Council, the merger can be implemented without approval of the shareholders. The consummation of the merger remains subject to customary closing conditions.
Credit Suisse and UBS have entered into a merger agreement on Sunday with UBS being the surviving entity. After negotiations that took place during the weekend leading up to the signing of the merger agreement, UBS and Credit Suisse concluded that it would be in the best interest of their shareholders and their stakeholders to enter into the merger. This move comes after the Swiss Federal Department of Finance, the Swiss National Bank and FINMA asked both companies to conclude the transaction to restore necessary confidence in the stability of the Swiss economy and banking system.
The merger transaction provides for the following key terms:
All shareholders of Credit Suisse will receive 1 share in UBS for 22.48 shares in Credit Suisse as merger consideration. This exchange ratio reflects a merger consideration of CHF 3 billion for all shares in Credit Suisse.
The merger transaction remains subject to customary closing conditions. Both parties are confident that all conditions can be met. The merger is expected to be consummated by end of 2023 if possible.
The Swiss National Bank will grant Credit Suisse access to facilities that provide substantial additional liquidity.
For the purpose of a seamless integration of Credit Suisse into UBS, UBS is expected to appoint key personnel to Credit Suisse as soon as legally possible.
Credit Suisse continues to operate in the ordinary course of business and implement its restructuring measures in collaboration with UBS.
UBS has expressed its confidence that the employment of the staff of Credit Suisse will be continued.
On Sunday, Credit Suisse has been informed by FINMA that FINMA has determined that Credit Suisse’s Additional Tier 1 Capital (deriving from the issuance of Tier 1 Capital Notes) in the aggregate nominal amount of approximately CHF 16 billion will be written off to zero.
In consideration of the unique circumstances affecting the Swiss economy as a whole, the Swiss Federal Council is issuing an emergency ordinance (Notverordnung) tailored to this particular transaction. Most importantly, the merger will be implemented without the otherwise necessary approval of the shareholders of UBS and Credit Suisse to enhance deal certainty.
Axel P. Lehmann, Chairman of the Board of Directors of Credit Suisse said: “Given recent extraordinary and unprecedented circumstances, the announced merger represents the best available outcome. This has been an extremely challenging time for Credit Suisse and while the team has worked tirelessly to address many significant legacy issues and execute on its new strategy, we are forced to reach a solution today that provides a durable outcome.”
Credit Suisse
Credit Suisse is one of the world’s leading financial services providers. The bank’s strategy is built on its leading Wealth Management and Swiss Bank franchises, with strong Asset Management as well as Markets capabilities. Credit Suisse seeks to follow a balanced approach to wealth management, aiming to capitalize on both the large pool of wealth within mature markets as well as the significant growth in wealth in Asia Pacific and other emerging markets, while also serving key developed markets with an emphasis on Switzerland. The bank employs more than 50,000 people. The registered shares (CSGN) of Credit Suisse are listed in Switzerland and, in the form of American Depositary Shares (CS), in New York. Further information about Credit Suisse can be found at www.credit-suisse.com.
Cautionary statement regarding forward-looking information
This document contains statements that constitute forward-looking statements. In addition, in the future we, and others on our behalf, may make statements that constitute forward-looking statements. Such forward-looking statements may include, without limitation, statements relating to the following:
our statements as to the proposed transaction between Credit Suisse and UBS;
our plans, targets or goals;
our future economic performance or prospects;
the potential effect on our future performance of certain contingencies; and
assumptions underlying any such statements.
Words such as “may,” “could,” “achieves,” “believes,” “anticipates,” “expects,” “intends” and “plans” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. We do not intend to update these forward-looking statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, targets, goals, expectations, estimates and intentions expressed in such forward-looking statements. Additionally, many of these factors are beyond our control.
These factors include, but are not limited to:
- the consummation of the proposed transaction between Credit Suisse and UBS, and the timing and implementation thereof;
- the ability to maintain sufficient liquidity and access capital markets;
- market volatility, increases in inflation and interest rate fluctuations or developments affecting interest rate levels;
- the ongoing significant negative consequences, including reputational harm, of the Archegos and supply chain finance funds matters, as well as other recent events, and our ability to successfully resolve these matters;
- the impact of media reports and social media speculation about our business and its performance;
- the extent of outflows of deposits and assets or future net new asset generation across our divisions;
- our ability to improve our risk management procedures and policies and hedging strategies;
- the strength of the global economy in general and the strength of the economies of the countries in which we conduct our operations, in particular, but not limited to, the risk of negative impacts of COVID-19 on the global economy and financial markets, Russia’s invasion of Ukraine, the resulting sanctions from the US, EU, UK, Switzerland and other countries and the risk of continued slow economic recovery or downturn in the EU, the US or other developed countries or in emerging markets in 2023 and beyond;
- the emergence of widespread health emergencies, infectious diseases or pandemics, such as COVID-19, and the actions that may be taken by governmental authorities to contain the outbreak or to counter its impact;
- potential risks and uncertainties relating to the severity of impacts from the COVID-19 pandemic, including potential material adverse effects on our business, financial condition and results of operations;
- the direct and indirect impacts of deterioration or slow recovery in residential and commercial real estate markets;
- adverse rating actions by credit rating agencies in respect of us, sovereign issuers, structured credit products or other credit-related exposures;
- the ability to achieve our strategic initiatives, including those related to our targets, ambitions and goals, such as our financial ambitions as well as various goals and commitments to incorporate certain environmental, social and governance considerations into our business strategy, products, services and risk management processes;
- our ability to achieve our announced comprehensive new strategic direction for the Group and significant changes to its structure and organization;
- our ability to successfully implement the divestment of any non-core business;
- the future level of any impairments and write-downs resulting from strategy changes and their implementation;
- the ability of counterparties to meet their obligations to us and the adequacy of our allowance for credit losses;
- the effects of, and changes in, fiscal, monetary, exchange rate, trade and tax policies;
- the effects of currency fluctuations, including the related impact on our business, financial condition and results of operations due to moves in foreign exchange rates;
- geopolitical and diplomatic tensions, instabilities and conflicts, including war, civil unrest, terrorist activity, sanctions or other geopolitical events or escalations of hostilities, such as Russia’s invasion of Ukraine;
- political, social and environmental developments, including climate change and evolving ESG-related disclosure standards;
- the ability to appropriately address social, environmental and sustainability concerns that may arise from our business activities;
- the effects of, and the uncertainty arising from, the UK’s withdrawal from the EU;
- the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our operations;
- operational factors such as systems failure, human error, or the failure to implement procedures properly;
- the risk of cyber attacks, information or security breaches or technology failures on our reputation, business or operations, the risk of which is increased while large portions of our employees work remotely;
- the adverse resolution of litigation, regulatory proceedings and other contingencies;
- actions taken by regulators with respect to our business and practices and possible resulting changes to our business organization, practices and policies in countries in which we conduct our operations;
- the effects of changes in laws, regulations or accounting or tax standards, policies or practices in countries in which we conduct our operations;
- the discontinuation of LIBOR and other interbank offered rates and the transition to alternative reference rates;
- the potential effects of changes in our legal entity structure;
- competition or changes in our competitive position in geographic and business areas in which we conduct our operations;
- the ability to retain and recruit qualified personnel;
- the ability to protect our reputation and promote our brand;
- the ability to increase market share and control expenses;
- technological changes instituted by us, our counterparties or competitors;
- the timely development and acceptance of our new products and services and the perceived overall value of these products and services by users;
- acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the ability to sell non-core assets; and
- other unforeseen or unexpected events and our success at managing these and the risks involved in the foregoing.
- We caution you that the foregoing list of important factors is not exclusive. When evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, including the information set forth in “Risk factors” in I – Information on the company in our Annual Report 2022.
Important Information
This announcement does not constitute an offer of securities for sale, or a solicitation of an offer to purchase or subscribe for, any securities in the United States and does not constitute an offer or invitation to subscribe for or purchase any securities in any country or in any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
Investors and others should note that we announce important company information (including quarterly earnings releases and financial reports as well as our annual sustainability report) to the investing public using press releases, SEC and Swiss ad hoc filings, our website and public conference calls and webcasts. We also routinely use our Twitter account @creditsuisse (https://twitter.com/creditsuisse), our LinkedIn account (https://www.linkedin.com/company/credit-suisse/), our Instagram accounts (https://www.instagram.com/creditsuisse_careers/ and https://www.instagram.com/creditsuisse_ch/), our Facebook account (https://www.facebook.com/creditsuisse/) and other social media channels as additional means to disclose public information, including to excerpt key messages from our public disclosures. We may share or retweet such messages through certain of our regional accounts, including through Twitter at @csschweiz (https://twitter.com/csschweiz) and @csapac (https://twitter.com/csapac). Investors and others should take care to consider such abbreviated messages in the context of the disclosures from which they are excerpted. The information we post on these social media accounts is not a part of this document.
Disclaimer
This document was produced by and the opinions expressed are those of Credit Suisse as of the date of writing and are subject to change. It has been prepared solely for information purposes and for the use of the recipient. It does not constitute an offer or an invitation by or on behalf of Credit Suisse to any person to buy or sell any security. Any reference to past performance is not necessarily a guide to the future. The information and analysis contained in this publication have been compiled or arrived at from sources believed to be reliable but Credit Suisse does not make any representation as to their accuracy or completeness and does not accept liability for any loss arising from the use hereof.
Business Insights
Gig Economy Players Looking To External Partnerships, As They Seek New Avenues Of Growth.
“If you did a bad job with the delivery, all the other benefits are not that attractive,” he said. “The core value proposition is: Did you have a great experience across selection, quality and affordability using the underlying product? Are you using us for restaurants and other categories? That is what is going to differentiate us.”
DoorDash Inc. Chief Executive Officer Tony Xu has spent the past 11 years building the company that now owns more than two-thirds of the food delivery market in the US, far exceeding Uber Eats (26%) and Grubhub (6%). The app also has a loyal user base, with more than half of DoorDash users owning a DashPass subscription, according to YipitData. More importantly, for investors, the company finally became profitable from its operations in the third quarter this year.
But Xu says building out the product is only 80% of the work to keep the company successful. The rest will come from external partnerships, a strategy that his gig economy peers, including Uber Technologies Inc., the biggest company in the industry, have also increasingly leaned on as they seek new avenues of growth.
The latest effort to boost paid subscriptions is DoorDash’s partnership with Lyft Inc. announced last month. The tie-up is an example of two brands tapping into each other’s customer base to boost engagement without having to merge or make an acquisition. Uber has a restaurant-delivery partnership with Instacart, while Amazon.com Inc’s Prime membership offers a Grubhub subscription perk.
After spending about a decade offering habit-forming services —whether it’s hopping into a stranger’s car instead of hailing a taxi, or opening a door to someone who picked up a restaurant meal and a bottle of wine from the deli down the block — these companies now have a clearer understanding of the competitive landscape. Even as diners returned to restaurants in the post-pandemic era, take-out has become such an ingrained habit that companies know getting customers into a subscription will mean more dollars and time spent on their apps.
So now it’s about finding partners strategically to build a larger system and lock in a more diverse pool of customers. Lyft CEO David Risher had earlier this year rejected the idea of his company offering food delivery on its own because that would keep people at home and exacerbate the loneliness epidemic. But he sees value in joining with the largest food delivery app because it gives millions of DoorDash members “a reason to prefer Lyft” for their rides and provides Lyft a way to compete better with Uber, which offers rideshare and delivery.
For DoorDash, which launched its membership in 2018, three years earlier than Uber, the deal offers customers Lyft discounts in addition to the existing benefit of free access to the ad-tier version of the Max streaming service. DoorDash is also getting new customers through an expanded partnership that offers certain Chase card holders a free subscription and discounted orders. These external perks have helped it maintain a lead on user penetration over the Uber One subscription. (As of September, 42% of Uber Eats users were subscribers, per YipitData. That percentage is lower if all users including rideshare customers are counted.)
Keeping subscribers isn’t easy, however. According to Bloomberg Second Measure data, only 35% of annual DashPass subscribers who made their first membership purchase in September 2023 were retained after a year. Annual subscriptions to Instacart+ show similar numbers with a 32% retention rate. (These figures do not include free trials and free subscriptions through credit card or other partnerships.) The real challenge will be finding creative ways to retain paying users, or at least keep them in the ecosystem so it’s not as costly to acquire them again.
DoorDash Chief Financial Officer Ravi Inukonda said the data doesn’t reflect how membership really works. The company has increased the flexibility it gives to accommodate consumers’ lifestyles with monthly, annual and student plans. “If you’re traveling with young kids, or you’re traveling in the summer and you want to put the program on hold, that’s completely OK with us,” he said.
These people who churn off the membership program are not leaving DoorDash, Inukonda said. And the company is confident in earning their membership back through offering more benefits in the future, as well as through the core product delivery service, which includes not just restaurant takeout, but also alcohol, grocery, makeup and even mattress deliveries.
“If you did a bad job with the delivery, all the other benefits are not that attractive,” he said. “The core value proposition is: Did you have a great experience across selection, quality and affordability using the underlying product? Are you using us for restaurants and other categories? That is what is going to differentiate us.”
After all, partners won’t matter if the main product isn’t drawing members. Case in point: Grubhub hasn’t been able to reverse a streak of losses in orders and users, ceding market share to DoorDash and Uber even as it has been offering free food delivery to hundreds of millions of Amazon Prime members since 2022. That is one of the reasons parent company Just Eat Takeaway.com NV announced this week it will be selling Grubhub to startup Wonder Group for $650 million, a steep discount to the $7.3 billion price tag at its peak during the pandemic.—Natalie Lung
Unilever has initiated talks with buyout firms to potentially sell its ice cream business, a move estimated to be worth up to $19.4 billion. This strategic decision aims to streamline Unilever’s operations and focus on its core business areas.
Unilever’s ice cream division, which includes renowned brands like Ben & Jerry’s, Magnum, and Wall’s, generated a turnover of €7.9 billion in 2023, representing about 13% of the company’s total sales. The separation will create a standalone ice cream business with significant global presence in both in-home and out-of-home segments.
The sale is driven by the distinct operational needs of the ice cream business, which differ from Unilever’s other segments. Ice cream has unique supply chain requirements, seasonal demand fluctuations, and higher capital intensity. By separating, Unilever can focus on its remaining core segments—Beauty & Wellbeing, Personal Care, Home Care, and Nutrition—aiming for mid-single-digit sales growth and improved margins post-separation.
The potential buyers include private equity firms like Advent International, Blackstone, Cinven, and CVC Capital Partners, which have shown preliminary interest. The separation process will involve significant operational changes, including a major productivity program aimed at reducing costs by €800 million over the next three years, offsetting any dis-synergies from the separation. This plan also involves a restructuring that will impact approximately 7,500 predominantly office-based roles globally.
Overall, this move is expected to create a world-leading ice cream business with the flexibility to grow and innovate independently while enabling Unilever to become a more focused and higher-performing company.
Business Insights
Consolidating Marketing Efforts into a Social-First Framework: A Data-Driven Approach
In the rapidly evolving digital landscape, consolidating marketing efforts into a social-first framework has become essential for brands seeking to maximize the effectiveness of their marketing channels, content strategies, and influencer collaborations. This comprehensive approach leverages the power of social media to create a cohesive and data-driven marketing strategy that enhances engagement, reach, and ROI.
Understanding the Social-First Framework
A social-first framework prioritizes social media as the primary channel for marketing activities. This approach ensures that all marketing efforts are integrated and optimized for social media platforms, where consumers increasingly spend their time. By consolidating efforts into a social-first strategy, brands can streamline their marketing processes and make more informed decisions based on real-time data and consumer insights.
Benefits of a Social-First Framework
Unified Marketing Channels:
Consolidating marketing efforts into a social-first framework allows brands to create a unified strategy across multiple channels. This ensures consistency in messaging and branding, leading to a stronger and more cohesive brand presence.
Example: Coca-Cola effectively uses a social-first approach by maintaining consistent branding and messaging across all social media platforms, which reinforces their brand identity and enhances consumer recognition.
Enhanced Content Strategies:
A social-first framework enables brands to develop content strategies that are tailored to the preferences and behaviors of their social media audiences. By analyzing social media data, brands can create content that resonates more deeply with their target audience.
Example: Starbucks uses social media analytics to understand what types of content their audience engages with the most. This data-driven approach allows them to create highly relevant and engaging content, from seasonal promotions to user-generated content campaigns.
Optimized Influencer Collaborations:
Integrating influencer marketing into a social-first framework ensures that influencer collaborations are aligned with overall marketing goals and strategies. Social media data can help identify the most effective influencers and measure the impact of their campaigns.
Example: Daniel Wellington’s influencer marketing strategy is deeply integrated into their social-first framework. By leveraging data to identify influencers who resonate with their target audience, they have successfully driven brand awareness and sales.
Implementing a Social-First Framework
Centralized Data Collection and Analysis:
To implement a social-first framework, brands need to centralize their data collection and analysis. This involves using tools that aggregate data from various social media platforms, providing a comprehensive view of consumer behavior and campaign performance.
Example: Sprout Social offers robust analytics tools that help brands gather and analyze social media data, enabling them to make informed decisions and optimize their marketing strategies.
Content Creation and Distribution:
Content should be created with a social-first mindset, ensuring that it is optimized for the platforms where it will be shared. This includes creating visually appealing graphics, engaging videos, and interactive posts that are tailored to each platform’s unique features.
Example: GoPro’s social-first content strategy involves creating stunning visual content that showcases their products’ capabilities. By focusing on user-generated content and sharing it on platforms like Instagram and YouTube, GoPro effectively engages their audience and promotes their brand (Latest Insights).
Leveraging Real-Time Engagement:
Social media allows for real-time interaction with consumers, providing an opportunity to build stronger relationships and address customer needs promptly. Brands should use this capability to engage with their audience, respond to feedback, and foster a sense of community.
Example: Nike’s real-time engagement strategy involves actively responding to customer inquiries and comments on social media. This proactive approach not only improves customer satisfaction but also enhances the brand’s reputation as responsive and customer-focused.
Conclusion
Consolidating marketing efforts into a social-first framework provides a comprehensive and data-driven approach that maximizes the potential of marketing channels, content strategies, and influencer collaborations. By prioritizing social media, brands can create more cohesive and effective marketing campaigns, engage with their audience in meaningful ways, and drive better business outcomes. Adopting a social-first strategy is essential for brands looking to thrive in the digital age and stay ahead of the competition.
In today’s digital age, traditional marketing efforts such as experiential marketing and customer service can be significantly enhanced through an always-on, social-first strategy. This approach not only increases engagement and reach but also creates a seamless brand experience for consumers. Here’s how brands can scale and elevate these efforts:
1. Transforming Experiential Marketing
Digital Amplification of Live Events:
Experiential marketing, which focuses on creating immersive brand experiences, can reach a broader audience by leveraging social media. Live streaming events, behind-the-scenes content, and interactive social media campaigns can extend the impact of physical events to a global audience.
Example: Red Bull’s Stratos Jump was not just an in-person event but a global phenomenon, thanks to its extensive live streaming and social media coverage. By sharing real-time updates and encouraging user-generated content, Red Bull created a massive online buzz that amplified the event’s reach and impact.
Creating Virtual Experiences:
Incorporating virtual reality (VR) and augmented reality (AR) into experiential marketing allows brands to create immersive experiences that can be shared on social media. This not only engages users but also encourages them to share their experiences, further extending the brand’s reach.
Example: IKEA’s AR app, which allows customers to visualize furniture in their homes, was widely shared on social media. This social-first approach turned a functional tool into an engaging experience that users were excited to share with their networks.
2. Enhancing Customer Service
Always-On Customer Support:
Social media provides a platform for brands to offer real-time customer support. By utilizing chatbots and AI, brands can ensure 24/7 availability, quickly addressing customer inquiries and issues. This always-on support enhances customer satisfaction and loyalty.
Example: Nike uses Twitter to handle customer service inquiries efficiently. Their dedicated support account (@NikeSupport) provides real-time responses, demonstrating the brand’s commitment to customer care.
Personalized Customer Interactions:
Brands can use social media to offer personalized customer service, leveraging data to tailor interactions. Personalized responses and proactive engagement based on past interactions make customers feel valued and understood.
Example: Spotify uses data-driven insights to personalize their interactions with users on social media. By addressing users by name and referencing their listening habits, Spotify creates a personalized experience that enhances customer satisfaction.
3. Scaling Content Through User Engagement
User-Generated Content (UGC):
Encouraging customers to create and share content related to their brand experiences can significantly amplify marketing efforts. UGC not only provides authentic content but also increases engagement as users feel part of the brand community.
Example: GoPro excels at leveraging UGC by encouraging users to share videos and photos captured with their products. This content is then featured on GoPro’s social media channels, showcasing real user experiences and inspiring potential customers.
Influencer Partnerships:
Collaborating with influencers can scale traditional marketing efforts by leveraging their established audiences. Influencers can create engaging content that resonates with their followers, extending the brand’s reach and authenticity.
Example: Daniel Wellington’s influencer marketing strategy involved sending free watches to influencers, who then shared their experiences on social media. This approach helped the brand achieve significant growth and recognition.
4. Integrating Data-Driven Insights
Real-Time Analytics:
Social media platforms offer robust analytics tools that provide insights into consumer behavior and campaign performance. Brands can use this data to refine their strategies, ensuring that marketing efforts are continuously optimized for better results.
Example: Starbucks uses social media analytics to track customer sentiment and engagement. By analyzing this data, they can adjust their campaigns in real-time, ensuring that their marketing efforts are always relevant and effective.
Feedback Loops:
Social media allows for immediate feedback from customers, which can be used to improve products, services, and marketing strategies. Creating a feedback loop where customer insights are regularly integrated into business decisions helps brands stay aligned with consumer needs.
Example: Sephora utilizes social media to gather customer feedback on new products. This feedback is then used to make adjustments and improvements, ensuring that the brand meets customer expectations (Sprout Social).
Conclusion
By adopting an always-on, social-first approach, brands can scale and elevate traditional marketing efforts such as experiential marketing and customer service. This strategy not only extends the reach and impact of these efforts but also creates a more engaging and personalized experience for consumers. Leveraging social media’s capabilities for real-time interaction, personalization, and data-driven insights ensures that marketing efforts remain relevant and effective in the ever-evolving digital landscape.
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