Notification and clearance timetable

Filing formalities

What are the deadlines for filing? Are there sanctions for not filing and are they applied in practice?

There are no legal deadlines for a pre-completion filing. Merger control clearance must be obtained before completion and the filing must be made well in advance of the envisaged completion date of the transaction.

The purchaser is liable for a penalty. However, there is no procedure for holding a foreign entity liable in the case of foreign-to-foreign transactions. In case of a breach of the Competition Law in mergers, consolidations and acquisitions, the following fines and penalties can be imposed:

  • administrative: a fine in the amount of one to three times MMW applies where an individual is involved (and three to five times MMW, if committed repetitively within one year of the date of the application of a fine for the similar actions), and of three to five times MMW applies where a legal entity is involved (and five to ten times MMW, if committed repetitively within one year of the date of the application of a fine for the similar actions); and
  • criminal (applicable after imposing administrative fine): a fine in the amount of 25 to 50 times MMW, or deprivation of a right to hold certain positions for the period from three to five years, or up to 360 hours of mandatory public works, or up to three years of corrective labour. There is no notion of corporate criminal liability in Uzbekistan, therefore criminal liability is imposed on the official or any other authorised person from the company of the purchaser and only if such violation is repeated twice during one year.

In addition, the Antimonopoly Committee may apply to a court to invalidate, in full or in part, agreements and other transactions for which its prior authorisation or subsequent notice was required but has not been obtained or given, or to liquidate a company if it was incorporated without prior approval, provided that the relevant transaction or incorporation results in limitation of competition.

Which parties are responsible for filing and are filing fees required?

The purchaser of the shares or assets is responsible for filing with the Antimonopoly Committee. There are no filing fees.

What are the waiting periods and does implementation of the transaction have to be suspended prior to clearance?

The Antimonopoly Committee is obliged to consider antitrust filings within 10 calendar days of the filing date and take a decision on approving the filing or returning it as incomplete and in this case the review period will start anew as soon as the full set of documents is submitted. However, if the Antimonopoly Committee determines that further disclosure, documents or information is needed or that the transaction may result in limitation of competition, the Antimonopoly Committee may extend the term of review by up to 30 calendar days.

Closing of the transaction must be suspended prior to clearance.

Pre-clearance closing

What are the possible sanctions involved in closing or integrating the activities of the merging businesses before clearance and are they applied in practice?

If a transaction that falls under the scope of the merger control is closed before antimonopoly pre-approval has been obtained, the potential penalties are as set out in question 9.

It should be noted that in practice the parties can only be prevented from closing by a court decision. However, for a direct acquisition of shares in a company registered in Uzbekistan, closing cannot be carried out without preliminary approval of the antitrust authority, as the registration agency may request a preliminary approval of the transaction.

Are sanctions applied in cases involving closing before clearance in foreign-to-foreign mergers?

See question 9. As noted above, clearance must be made before closing. As there is no procedure for holding a foreign entity liable in case of foreign-to-foreign transactions, we are not aware of any such cases.

What solutions might be acceptable to permit closing before clearance in a foreign-to-foreign merger?

Hold-separate arrangements are not provided for by the Competition Law.

Public takeovers

Are there any special merger control rules applicable to public takeover bids?

There are no special merger control rules and notably no exemption from the prohibition on completing the transaction before clearance.

Documentation

What is the level of detail required in the preparation of a filing, and are there sanctions for supplying wrong or missing information?

The Competition Law lists the documents and information that must be collected for the filing. These include the following:

  • an application, which must include the full name of the business entity, information about the transaction, purpose of the agreement to be concluded, list of the executive and supreme management bodies of all parties to the transaction and information on shareholdings in other business entities;
  • copies of constitutive documents (certificate of incorporation, articles of association). A copy of a passport if an individual is involved, including full passport details of an individual;
  • information on types of activities rendered, names of goods and the volume of goods manufactured and sold by an applicant for the last two years prior to the application, or from the date of company’s operation if less than two years;
  • annual financial and statistical reports for the past two calendar years;
  • information on the group of persons indicating certain grounds for forming the group, including other additional information, as may be requested by the Antimonopoly Committee; and
  • a power of attorney.

The documents listed above (except for the power of attorney) are required from all parties to the transaction. Documents issued abroad must carry an apostille (if the country where the document is issued is a party to the 1961 Hague Convention on Apostille) or be legalised. They need to be further translated into Uzbek or Russian by a certified translator and the translation must be notarised in Uzbekistan.

In the event of supplying the Antimonopoly Committee with wrong or misleading information, the following fines and penalties can be imposed:

  • administrative: a fine in the amount of one to three times MMW applies where an individual is involved (and three to five times MMW, if committed repetitively within one year of the date of the application of a fine for the similar actions), and of three to five times MMW applies where a legal entity is involved (and five to 10 times MMW, if committed repetitively within one year of the date of the application of a fine for the similar actions); and
  • criminal (applicable after imposing administrative fine): a fine in the amount of up to 25 times MMW, or deprivation of a right to hold certain positions for the period of up to three years.

However, in practice, we are not aware of any cases of application of fines or penalties for submitting wrong information and the Antimonopoly Committee may simply request clarification of the submitted information or ask the applicant to submit missing information.

Investigation phases and timetable

What are the typical steps and different phases of the investigation?

After submission of all necessary information and documents, the Antimonopoly Committee must decide within 10 calendar days of the filing date whether to clear the merger or return it as incomplete and in this case the review period will start anew as soon as the full set of documents is submitted.

If the transaction raises competition concerns, the Antimonopoly Committee is entitled to extend the review for up to 30 calendar days. In practice, the Antimonopoly Committee usually issues its decisions within 30 calendar days. There are no legal means to speed up clearance.

What is the statutory timetable for clearance? Can it be speeded up?

Upon filing, the set of documents and information as filed is forwarded to the Special Committee of the Antimonopoly Committee (the Special Committee) formed by its chairman.

The Special Committee is obliged to consider antitrust filings within 10 calendar days of the filing date and take a decision on approving the filing or returning it as incomplete.

As mentioned above, if the Antimonopoly Committee determines that further disclosure, documents or information are needed or that the transaction may result in limitation of competition, the Antimonopoly Committee may extend the term of review by up to 30 calendar days.

The Antimonopoly Committee is entitled at its own discretion to invite the applicant (or his or her authorised representatives) and other concerned parties to attend meetings of the Special Committee.

A decision of the Antimonopoly Committee approving the transaction must be signed by the chairman and members of the Special Committee in two copies, stamped and sent to the applicant on the same day. This decision is valid for one year and transactions on the establishment of association of legal entities, merger and consolidation of legal entities and acquisition of the shares must be entered not later than one year from the date of the decision.