SASV submits amendment to the Commercial Court of Zurich following the PUK report on 20 December 2024

On 20 December 2024, the Parliamentary Investigation Commission (PUK) published its report in the context of the Credit Suisse crisis. The findings of the PUK confirm the arguments put forward in the SASV's complaint that the takeover price of CHF 3 billion paid by UBS for CS was firstly set arbitrarily and secondly was significantly too low. Thirdly, the Federal Council deliberately did not exclude the possibility of a judicial review of the exchange ratio.

On 10 January 2025, the Swiss Investor Protection Association (Schweizerische Anlegerschutzverein, SASV)  submitted an amendment to the report of the Parliamentary Investigation Commission (PUK report) published on 20 December 2024 to the Commercial Court of Zurich. The PUK report is considered to be new evidence in the proceedings against UBS and was assessed by the SASV as part of the submission.

The findings of the PUK report confirm the arguments put forward in the SASV's complaint. The PUK report clearly shows that UBS exerted massive pressure on the Board of Directors of Credit Suisse, both directly and indirectly via the federal authorities, to accept a low purchase price that was determined without any objective basis for valuation. Even then, the Board of Directors of Credit Suisse recognised that the purchase price paid by UBS was far too low and that UBS would earn around CHF 30 billion from the takeover of Credit Suisse. A debtor warrant demanded by Credit Suisse was categorically rejected.

The Board of Directors of UBS was only able to make an offer of CHF 3 billion without a valuation report without breaching its duty of care because this value was obviously far too low. As the PUK report shows, UBS was already expecting significant profits as a result of the merger, but was not prepared to share these with the shareholders of Credit Suisse on an objective basis. The PUK report then confirms that UBS itself also assumed going concern values. According to the report, UBS also demanded the cancellation of the distribution restrictions at Credit Suisse, which indicates that UBS considered Credit Suisse's ability to pay dividends after the merger to be intact.

Consequently, just two months after the takeover of Credit Suisse, UBS waived the CHF 9 billion in federal guarantees granted to it as part of the merger.

According to the PUK report, the representatives of the Confederation must have been aware that the rights of CS shareholders were being massively curtailed, which is why the rights of action under Art. 105 of the Merger Act were deliberately not excluded. CS shareholders were to be given the opportunity to correct the takeover price retrospectively. SASV's lawsuit was also filed on this basis.