Zurich, 6 November 2025 ¨C Âé¶¹Éç Group AG and Âé¶¹Éç AG, acting through its Stamford branch (each an ¡°Offeror¡± and together the ¡°Offerors¡±) announce today corrected pricing terms for each series of notes included in their previously announced seven concurrent and separate offers (each, an ¡°Offer¡± and collectively, the ¡°Offers¡±) to purchase outstanding notes of the series listed in the table below (collectively, the ¡°Notes¡±). The Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated October 30, 2025 (the ¡°Offer to Purchase¡±) and the accompanying notice of guaranteed delivery (the ¡°Notice of Guaranteed Delivery¡±). References herein to ¡°Âé¶¹É硱 are references to Âé¶¹Éç Group AG together with its consolidated subsidiaries (including Âé¶¹Éç AG). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.
Set forth below are the applicable Reference Yields and Total Consideration for each series of Notes, as of 10:00 a.m. (Eastern time) today, November 5, 2025, in accordance with the Offer to Purchase.
Acceptance Priority Level(1) | Title of Security | CUSIP/ISIN | Issuer | First Par Call Date(2) | Maturity Date | Principal Amount Outstanding | Reference Security(3) | Reference Security Yield | Fixed Spread | Bloomberg Reference Page | Total Consideration (2)(3) |
1 | 7.500% Senior Notes due 2028 | 22550L2M2 / US22550L2M24 | Âé¶¹Éç AG(4) | N/A | February 15, 2028 | $2,500 | 3.50% UST due 10/15/28 | 3.610% | 20 bps | FIT1 | $1,079.51 |
2 | 5.000% Senior Notes due 2027 | 22550L2K6 / US22550L2K67 | Âé¶¹Éç AG(4) | N/A | July 9, 2027 | $1,192.45 | 3.50% UST due 10/31/27 | 3.596% | 10 bps | FIT1 | $1,020.91 |
3 | 9.016% Fixed Rate/Floating Rate Senior Callable Notes due 2033 | 144A: 225401BB3 / US225401BB38 ? Reg S: H3698DDW1 / USH3698DDW14 | Âé¶¹Éç Group AG(5) | November 15, 2032 | November 15, 2033 | $2,000 | 4.25% UST due 08/15/35 | 4.126%(6) | 40 bps | FIT1 | $1,267.52(6) |
4 | 6.537% Fixed Rate/Floating Rate Senior Callable Notes due 2033 | 144A: 225401AZ1 / US225401AZ15; ? Reg S: H3698DDS0 / USH3698DDS02 | Âé¶¹Éç Group AG(5) | August 12, 2032 | August 12, 2033 | $3,000 | 4.25% UST due 08/15/35 | 4.126%(6) | 40 bps | FIT1 | $1,115.96(6) |
5 | 7.750% Fixed Rate Reset Senior Callable Notes due 2029 | Reg S ISIN: CH1214797172 | Âé¶¹Éç Group AG(5) | March 1, 2028 | March 1, 2029 | €3,000 | 0.50% DBR due 02/15/28 | 1.970% | 65 bps | FIT GE1-3 | €1,113.45 |
6 | 6.442% Fixed Rate/Floating Rate Senior Callable Notes due 2028 | 144A: 225401AV0 / US225401AV01; ? Reg S: H3698DDN1 / USH3698DDN15 | Âé¶¹Éç Group AG(5) | August 11, 2027 | August 11, 2028 | $1,750 | 3.75% UST due 08/15/27 | 3.621% | 50 bps | FIT4 | $1,038.96 |
7 | 4.282% Senior Notes due 2028 | 144A: 225401AC2 / US225401AC20; ? Reg S: H3698DAR5 / USH3698DAR55 | Âé¶¹Éç Group AG(5) | January 9, 2027 | January 9, 2028 | $2,250 | 4.00% UST due 01/15/27 | 3.682% | 30 bps | FIT4 | $1,003.36 |
The Offers expired at 5:00 p.m. (Eastern time) on November 5, 2025 (the ¡°Expiration Date¡±). The Initial Settlement Date for an Offer of any Notes accepted for purchase by the applicable Offeror, will be November 7, 2025 (the ¡°Initial Settlement Date¡±). On November 6, 2025, Âé¶¹Éç announced that overall, $7,668,817,115 combined aggregate principal amount of Notes have been accepted for purchase (excluding Notes delivered pursuant to the Guaranteed Delivery Procedures). The Maximum Purchase Condition (after giving effect to the increase announced on November 6, 2025) has been satisfied with respect to the Offers in respect of the series of Notes with Acceptance Priority Levels of 1 - 6. Accordingly, all Notes of those series that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase. Âé¶¹Éç has not accepted any Notes with Acceptance Priority Level 7 (as indicated in the table above) and will promptly return all validly tendered Notes of such series to the respective tendering Holders.
In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Initial Settlement Date. The Accrued Coupon Payment in respect of Notes accepted for purchase will be calculated in accordance with the terms of such Notes. For the avoidance of doubt, interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers and Holders whose Notes are tendered pursuant to the Guaranteed Delivery Procedures and are accepted for purchase will not receive payment in respect of any interest for the period from and including the Initial Settlement Date.
The Offerors have retained Âé¶¹Éç Investment Bank, as Dealer Manager for the Offers. D.F. King & Co., Inc. is the Information Agent for the Offers and Tender Agent for the USD Offers. Âé¶¹Éç AG is the Tender Agent for the EUR Offer. Questions regarding the terms of the Offers may be directed to Âé¶¹Éç Investment Bank at (833) 690-0971 (toll-free), (212) 882-5723 (collect) or +44 20 7568 1121 and by email at americas-lm@ubs.com or ol-liabilitymanagement-eu@ubs.com.?
Âé¶¹Éç Group AG and Âé¶¹Éç AG
Contacts
Contacts
Investor contact
Switzerland:
+41-44-234 41 00
Americas:
+1 212 882 57 34
Media contact
Switzerland:
+41-44-234 85 00
UK:
+44-207-567 47 14
Americas:
+1-212-882 58 58
APAC:
+852-297-1 82 00
