The Swiss Federal Act on Mergers provides for a judicial action to review the share exchange ratio, and thus offers any shareholder who feels he or she has been adversely affected by a merger the possibility of obtaining adequate compensation to offset the loss suffered.
Due to the specific procedural features of this action, ASDA is able to organize and conduct a class action.
The special feature of this type of legal action is that, in the event of success, the judgment is extended to all shareholders, making it possible to centralize the conduct of the action on behalf of a single shareholder (“model shareholder”), and also to reduce legal costs.
If the action is successful, either through settlement (out-of-court settlement) or victory on the merits (judgment), shareholders receive their compensation in accordance with their choice of participation.
To participate, you had to hold Credit Suisse ordinary shares (ISIN CH0012138530) or Credit Suisse American Depositary Shares (ADS, ISIN US2254011081) when the Swiss stock exchange closed, prior to the merger decision, i.e. on March 17, 2023 at 5:30 pm.
To join in, shareholders pay ASDA a financial contribution to cover, among other things, lawyers’ fees to conduct the legal proceedings, any legal costs and expenses, and ASDA’s general operating expenses.
Shareholders can choose between two participation variants.
As the legal action has already been filed within the legal time limit by the “model shareholder”, you can join by registering on our website until October 31, 2023. An extension of this deadline cannot be ruled out, depending on the flow of demands.
As this is an exceptional and unprecedented situation, the outcome of the proceedings is uncertain and depends on many factors, including the possibility that UBS may not wish to enter into negotiations.
ASDA gives no guarantee or assurance to the participating shareholder that the action will be successful or that he or she will receive compensation.
That being said, the situation is absolutely unprecedented, and it is likely that the Court will take a close interest in the takeover of Crédit Suisse by UBS, particularly in view of the emergency circumstances invoked and implemented in connection with this merger, as well as Crédit Suisse’s takeover price.
Aside from a Swiss court ruling, it is also possible to reach a so-called “out-of-court” agreement with UBS on a concrete compensation payment for shareholders.
However, it is not yet possible to assess the extent to which UBS will be prepared to enter into such transactional discussions.
There is no guarantee that you, as a shareholder, will receive any financial compensation.
No, apart from the loss of your financial participation paid to take part in the action.
No costs can be claimed from participants in the action, as only the “model shareholder” formally participates in the proceedings before the court.
All information made available to ASDA by the participating shareholder is treated as confidential.
ASDA undertakes not to pass on such information to unauthorized third parties, with the exception of lawyers, auditors and financial institutions with whom ASDA cooperates.
Such information may also be passed on to other parties who require it to enable ASDA to execute this agreement or to represent the interests of the participating shareholder.
The strategy is defined between ASDA and its chosen lawyers.
In the event of amicable negotiations with UBS (“out-of-court settlement”), ASDA will organize a consultative vote in which each participating shareholder will be able to express his or her views on the issues at stake in the negotiations, and in particular on the amount of compensation.
