Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
<PAGE>
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
[GRAPHIC OMITTED]
UBS to Merge with PaineWebber
UBS will offer $73.50 per PaineWebber share valuing PaineWebber's
outstanding share capital at $10.8 billion. The merger is recommended by
the board of PaineWebber and supported by General Electric and Yasuda
Mutual Life, PaineWebber's two largest shareholders, who together account
for approximately 30% of the issued share capital.
PaineWebber will become an integral part of UBS Warburg. Combining UBS
Warburg's premium content and global reach with PaineWebber's private
client franchise, and uniting the two highly complementary institutional
franchises creates a preeminent global investment services firm. UBS
Warburg will be one of the few financial institutions possessing top-class
private, institutional and corporate client franchises, across the world,
served by a full range of content, products and services.
New York, 12 July 2000 - Marcel Ospel, President and CEO of UBS, and Donald
B. Marron, Chairman and CEO of PaineWebber, announced today that UBS and
PaineWebber have entered into a definitive merger agreement.
> UBS will offer $73.50 per PaineWebber share valuing PaineWebber's
outstanding share capital at $10.8 billion.
> The consideration will be offered 50% in cash and 50% in UBS shares.
> The share exchange ratio will be 0.4954 UBS shares for each PaineWebber
share.
> The offer price represents a premium of 47% over PaineWebber's closing
price on 11 July 2000 and a multiple of 18.1 times I/B/E/S estimated
2000 earnings.
> The merger is recommended by the board of PaineWebber.
> General Electric and Yasuda Mutual Life, PaineWebber's two largest
shareholders, who together account for approximately 30% of the
outstanding share capital, have entered into agreements with UBS to
vote in favor of the merger.
> The transaction is expected to be cash EPS enhancing from 2001 for UBS.
PaineWebber will be an integral part of UBS Warburg, operating in the US
market under its current brand name. Combining UBS Warburg's premium
content and global reach with PaineWebber's private client franchise, and
uniting the two highly complementary institutional franchises, creates a
preeminent global investment services firm. UBS Warburg will be one of the
few financial institutions possessing top-class private, institutional and
corporate client franchises across the world served by the full range of
content, products and services.
The merger of PaineWebber and UBS will combine one of the top US private
client firms with the world's largest private bank, to create the premier
global institution serving private clients.
The strengths of PaineWebber and UBS are highly complementary and mutually
enhancing and both firms share a commitment to highly personal client
service. Access to UBS Warburg's diverse global product
<PAGE>
range will significantly enhance PaineWebber's client offering.
PaineWebber's 2.7 million US affluent clients offer a tremendous
opportunity to leverage UBS Warburg's premium content. UBS's financial
strength, allied to PaineWebber's experience, content, quality of
management and proven track record creates exciting growth potential.
The transaction is subject to the requisite shareholder and regulatory
approvals and is expected to complete in November 2000.
Marcel Ospel, CEO of UBS, said:
"This deal is great news for the clients, employees and shareholders of
both UBS and PaineWebber. The combination of UBS's international reach and
product range with PaineWebber's leading position in the US market for
affluent and high net worth individuals will create a premier global
investment services firm. I am delighted that PaineWebber's Board and
executive management share our vision for the future and I look forward to
welcoming PaineWebber into the UBS Group."
Donald B. Marron, Chairman and CEO of PaineWebber, added:
"Over the past 10 years, we have established PaineWebber as a leading
provider of financial advisory services to the fastest growing segment of
the world's largest market - affluent investors in the United States. We
are confident that these clients will increasingly seek the diversified
product range of a global financial services business, and believe that our
merger with UBS will result in a powerful combination well positioned to
meet those needs. Equally important, the blending of these two dynamic
organizations will provide exciting opportunities for PaineWebber
employees. This is the right merger, with the right partner, at the right
time."
Markus Granziol, Chairman and CEO of UBS Warburg, added:
"PaineWebber's powerful retail distribution, research and institutional
capabilities in the US will significantly strengthen UBS Warburg's
position. Combined with our institutional and corporate client franchises,
we see significant opportunities for accelerating growth."
John F. Welch, Chairman and CEO of General Electric, added:
"As a major shareowner of PaineWebber for five and a half years, we've
watched Don Marron lead the firm to deliver earnings growth of over 30% per
year. Equally impressive has been their growth in client assets from less
than $150 billion to almost $500 billion. We're pleased with the merger of
PaineWebber and UBS, which adds to the strong global franchise UBS enjoys
today, and dramatically increases its U.S. presence. We are confident in
the strategic fit of these two businesses and will vote our shares in
support of this transaction."
Naoshi Kiyono, Senior Managing Director and Chief Investment Officer of Yasuda
Mutual Life, said:
"Yasuda welcomes the transaction and expects that the products and services
of the combined firm which will be provided to Japanese clients will be
greatly enhanced."
UBS has been jointly advised by UBS Warburg and Wasserstein Perella.
PaineWebber has been jointly advised by Blackstone Group and Goldman Sachs
& Co.
For further information:
Websites:
<PAGE>
www.ubs.com/investor-relations
------------------------------
www.painewebber.com
-------------------
(available from 07.30 (EST), 12 July 2000)
Investors:
Switzerland UBS +41 1 234 4100
New York PaineWebber +1 212 713 3091
Press:
New York Neal McGarity +1 212 821 6044
UBS Warburg +1 203 912 2205 (mobile)
Sara Strong / Tom Buchanan +1 212 333 3810
Buchanan
Brunswick
Dave Walker +1 212 713 8502
PaineWebber
Switzerland UBS +41 61 288 6595
Caution concerning forward-looking statements
This press release contains forward-looking statements. These
forward-looking statements are found in various places throughout this
press release and include, without limitation, statements concerning the
financial conditions, results of operations and businesses of UBS and
PaineWebber and, assuming the consummation of the merger, a combined UBS
and PaineWebber, as well as the expected timing and benefits of the merger.
While these forward-looking statements represent our judgments and future
expectations concerning the development of our business and the timing and
benefits of the merger, a number of risks, uncertainties and other
important factors could cause actual developments and results to differ
materially from our expectations. These factors include, but are not
limited to, those listed in UBS's 1999 Annual Report on Form 20-F and
PaineWebber's 1999 Annual Report on Form 10-K, as well as the failure of
the UBS or PaineWebber stockholders to approve the transaction; the risk
that the UBS and PaineWebber businesses will not be successfully
integrated; the costs related to the transaction; the inability to obtain,
or meet conditions imposed for, governmental approvals for the transaction;
the risk that anticipated synergies will not be obtained or not obtained
within the time anticipated; and other key factors that we have indicated
could adversely affect our businesses and financial performance contained
in our past and future filings and reports, including those with the United
States Securities and Exchange Commission (the "SEC").
More detailed information about those factors is set forth in documents
furnished by UBS and filings made by UBS or PaineWebber with the SEC.
Neither PaineWebber nor UBS is under any obligation to (and expressly
disclaims any such obligations to) update or alter its forward-looking
statements whether as a result of new information, future events or
otherwise.
Further information about proxy materials
<PAGE>
UBS and PaineWebber will be filing a proxy statement/prospectus and other
relevant documents concerning the merger with the SEC. WE URGE INVESTORS TO READ
THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain the documents free of charge at the SEC's website, www.sec.gov. In
addition, documents filed with the SEC by UBS will be available free of charge
from Investor Relations, UBS, Stockerstrasse 64, Zurich. Documents filed with
the SEC by PaineWebber will be available free of charge from Assistant
Secretary, Geraldine Banyai, 1285 Ave of the Americas, New York, New York 10019.
PaineWebber and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of
PaineWebber in favor of the merger. The directors and executive officers of
PaineWebber include the following: D. B. Marron; M. Alexander; S. P. Baum;
E. G. Bewkes, Jr.; R. Braun; R. A. Dolan; F. P. Doyle; J. T. Fadden; J. J.
Grano; J. W. Kinnear; R. N. Kiyono; T. A. Levine; R. M. Loeffler; E.
Randall III; H. Rossovsky; K. Sekiguchi; R. H. Silver; M. B. Sutton; and J.
R. Torell. Collectively, as of February 4, 2000, the directors and
executive officers of PaineWebber may be deemed to beneficially own
approximately 4.8% of the outstanding shares of PaineWebber common stock.
Security holders of PaineWebber may obtain additional information regarding
the interests of such participants by reading the proxy
statement/prospectus when it becomes available.
<PAGE>
Details of the merger
UBS has agreed to offer $73.50 per share for PaineWebber valuing its
outstanding share capital at $10.8 billion. The total consideration will be
offered 50% in cash and 50% in UBS shares. Individual PaineWebber
shareholders may choose to receive either cash or shares subject to
maintaining the overall proportions. UBS shares will be offered to
PaineWebber shareholders on the basis of 0.4954 UBS shares for each
PaineWebber share held.
UBS will seek shareholder approval for the issuance of new shares at an
Extraordinary General Meeting. UBS and PaineWebber have been advised that
the share element of the consideration will be tax-free for PaineWebber's
shareholders.
The cash consideration will be funded, in part, by a $1.5 billion issue of
preference shares in UBS.
The merger agreement has been approved by the PaineWebber Board of
Directors who are recommending the transaction to PaineWebber shareholders.
In addition, Donald B. Marron, Joseph J. Grano and the executive management
team have entered into agreements with UBS to vote in favor of the merger.
General Electric and Yasuda Mutual Life, PaineWebber's two largest
shareholders, who together account for approximately 30% of the issued
share capital, have entered into agreements with UBS to vote in favor of
the merger.
Rationale for the merger
The merger adds a leading position with US affluent and high net worth
clients to what is already the world's largest private bank. The US is the
biggest and fastest growing wealth management market in the world. The
combination creates a truly global private clients business, based on a
single philosophy of personal focus and advice. Both UBS and PaineWebber
share a vision of using technology to enhance the client relationship. The
combined private clients businesses bring together leading edge approaches
to wealth management, from traditional services such as trusts and
inheritance planning to brand new teams focused on specific client segments
such as entrepreneurs and executives.
UBS and PaineWebber expect that there will be minimal disruption to
PaineWebber's clients and its financial advisor network resulting from the
merger.
Following completion of the merger, approximately half of the private
client assets of the combined business will be drawn from high net worth
and affluent clients in the US, 15% from Swiss clients and 35% from clients
elsewhere in the world.
Combining the two US investment banking and securities franchises is also a
significant step. UBS Warburg has a particularly strong position in
distributing non-US products to US clients, and PaineWebber brings
significant equity and fixed income distribution strength and a top ten
ranked US equity research team. Strong US retail distribution will also
enhance the ability to win primary mandates globally. UBS Warburg provides
a wealth of content with a wide range of attractive products and expertise
that can be leveraged for PaineWebber's private clients, from top-rank
global equity research to direct access to new issues across the world's
securities markets, and a superior private equity capability. PaineWebber
also adds strengths in specialist investment banking areas such as
municipal finance, commercial real estate and asset backed securities.
UBS's financial strength allied to PaineWebber's experience, content,
quality of management and proven track record create exciting growth
potential for the combined business.
The new organization
<PAGE>
Following completion of the merger, PaineWebber will be an integral part of
UBS Warburg. The PaineWebber brand will be used as the private client brand
for UBS in the US. Its Private Client group will absorb the existing UBS
Warburg Private Clients business unit and e-services initiative and will be
responsible for all of UBS's onshore private client services outside
Switzerland. Mitchell Hutchins and DSI, PaineWebber's asset management
businesses along with their Transaction Services group, will continue to be
linked to the Private Client group in order to retain their close
connections.
PaineWebber's Capital Markets group will be integrated with the UBS Warburg
Corporate and Institutional Clients business unit.
Management and employees
UBS places the highest value on the skills and experience of PaineWebber's
management and employees and their importance to the business. An $875
million incentive plan comprising stock and cash will be set aside for key
PaineWebber professionals, including their financial advisors, to be paid
out over the next three years.
On completion of the merger, Joseph J. Grano, currently President of
PaineWebber, will manage the combined private client and asset management
businesses of UBS Warburg. Donald B. Marron will continue as Chairman of
PaineWebber Incorporated. He will also assume a new role as Chairman of UBS
North America and will be available to advise UBS CEO, Marcel Ospel, on
strategy.
Financial impact of the transaction
The price of $73.50 per PaineWebber share values PaineWebber's outstanding
share capital at $10.8 billion. The offer price represents a premium of 47%
over PaineWebber's closing price on 11 July 2000 and a multiple of 18.1
times I/B/E/S estimated 2000 earnings. The transaction is expected to be
cash EPS enhancing from 2001, and meets all UBS's investment criteria. The
return on investment in 2002 is expected to be greater than UBS's weighted
average cost of financing of 6.4% and the return on invested equity is
expected to exceed significantly UBS's cost of group equity.
Synergies are estimated at $425 million per annum pre-tax and are expected
to be fully achieved by 2002. Approximately 55% of the synergies are
expected to be derived from revenue enhancement and 45% from cost savings.
Revenue synergies will be driven by enlarged distribution for fixed income
and equity products and increased corporate finance opportunities. Cost
savings will be obtainable in vendor management, procurement and from some
overlap in operations. Benefits will also be achieved in financing costs.
Restructuring costs are expected to be $400 million, mainly relating to US
integration.
The transaction will be accounted for under purchase accounting rules with
a 20 year goodwill amortization period.
UBS will seek shareholder approval at an Extraordinary General Meeting for
the payment of a dividend in respect of the nine months ending 30 September
2000 to UBS shareholders of record on 2 October 2000 who will receive the
dividend shortly thereafter. A second dividend will be paid in respect of
the fourth quarter of 2000 to all UBS shareholders of record, including
holders of newly issued UBS shares.
At the end of 2000, UBS's pro forma BIS Tier 1 capital ratio is expected to
be between 8.5% and 9.0%. UBS's strong internal capital generation allows
it to strengthen its capital ratios rapidly. UBS will continue to actively
manage its capital, and will repurchase shares when market conditions are
favorable and internal cashflow support this action.
Information on PaineWebber
PaineWebber is the fourth largest private client firm in the US. It has
8,554 brokers in 385 offices.
<PAGE>
PaineWebber has a first class client franchise, explicitly targeting the
upper end of the affluent client spectrum. It has the highest average
account size of any major US broker, almost 40% higher than the nearest
competitor.
PaineWebber has been one of the most successful firms in the industry at
using technology to enhance client relationships, with 33% of its client
assets online. The EDGE, PaineWebber's Internet asset gathering gateway,
with an average asset balance of almost $800,000, is growing rapidly with
208,000 subscribers at the end of the first quarter of 2000, an annual
increase of 142%.
Over the last five years, PaineWebber has continually delivered growth in
client assets, profits and market share, with record profits every year and
an earnings per share compound annual growth rate of 32%. In particular,
growth in fee-based assets has been accelerating (26% compound annual
growth rate over the last three years), with net new money reaching record
levels of $220 million per day at the end of the first quarter 2000. Client
assets stood at $452 billion at the end of the first quarter 2000.
Furthermore, PaineWebber has been continually increasing its share of the
US affluent market over the last decade. Market share of US household
liquid financial assets has more than doubled since 1990.
Information on UBS
A leading global investment services firm, UBS is the world's largest asset
manager, a top-tier provider of investment banking and securities services,
and the world's largest private bank. In Switzerland, UBS is the undoubted
market leader, serving more than four million personal and corporate
clients.
One of the best-capitalized financial institutions in the world, the UBS
Group had a BIS Tier 1 capital ratio of 11.0% as at 31 March 2000. Its
financial stability is borne out by consistently impressive credit ratings,
reaffirmed today:
Moody's Aa1
Standard & Poor's AA+
Fitch/IBCA AAA
As at 31 March 2000, UBS reported $1,077 billion in client assets under
management. The UBS Group employs approximately 49,000 people around the
world.
