Jurisdictional thresholds

What jurisdictional thresholds trigger a review or application of the law? Is filing mandatory?

Some specific thresholds trigger mandatory ‘merger control’ filing to the Competition Committee in accordance with the Law on Competition. The following thresholds are applied both to foreign and local companies:

  • when an acquisition of a new interest or an increase in an existing participating interest or shares passes the following thresholds:
    • for joint stock companies - 35 per cent, 50 per cent and 75 per cent; and
    • for limited and additional liability companies - 50 per cent and 66 per cent;
  • if any party to the transaction holds a dominant position (a 50 per cent or larger market share) in the relevant commodity or financial market;
  • for companies participating in the transaction and carrying out commodity market related activity: their aggregate book value of assets or net sales for the preceding year exceeds 100,000 times of the minimum monthly wage; or
  • if the companies participating in the transaction and carrying out financial market-related activity have an aggregate book value of assets exceeding the threshold set out in legislation (ie, 1,800 billion som for banks, 100 billion som for insurance companies, 12 billion som for lease companies and 1.6 billion som for non-banking credit organisations).

Specific approvals may be necessary in particular industries. Thus, in the banking sector, the consent of the Central Bank is required if more than 20 per cent of the shares of a bank are bought by a company or affiliated companies.

When the government is involved, the examination of the investment project is triggered in cases given in question 1.

National interest clearance

What is the procedure for obtaining national interest clearance of transactions and other investments? Are there any filing fees?

In order to obtain clearance for a merger or acquisition based on the threshold above and irrespective of the national interest element, a filing must be prepared and submitted to the Competition Committee, including the application and a set of required documents. After reviewing the filing, the Competition Committee issues the decision, which is then sent to the applicant. There is no filing fee.

In order to be awarded a concession or a product sharing agreement, the investor shall go through the bidding process and examination procedure described above. The project documents reviewed by all involved state agencies are in this case submitted by the responsible state body - a partner of the foreign investor - to the relevant department of the cabinet of ministers. There is no filing fee in this case either.

Which party is responsible for securing approval?

The foreign investor is responsible for securing the approval of the Competition Committee. In other cases described above, the involved state agency or state-owned company will share the responsibility with the investor.

Review process

How long does the review process take? What factors determine the timelines for clearance? Are there any exemptions, or any expedited or ‘fast-track’ options?

The review process related to mergers and acquisitions in general takes 10 working days from the date of receipt of the application with a full package of documents by the Competition Committee. If the Competition Committee has any reason to believe that the transaction will or may lead to restriction of competition, including through occurrence or strengthening of a dominant position on the commodity or financial market, the deadline for the application review may be extended, but not longer than for one month from the date of submission. Uzbek law does not provide for any exemptions or ‘fast-track’ options for such review process.

The term of examination of projects involving the government may vary significantly, depending on the complexity of the project and the number of involved state institutions. It is generally assumed that the procedure may take at least three months.

Must the review be completed before the parties can close the transaction? What are the penalties or other consequences if the parties implement the transaction before clearance is obtained?

The review must, in any case, be completed after receipt of the Competition Committee’s approval and any other approvals as may be required in the case of government involvement. Failure to obtain clearance prior to finalising the transaction, failure to execute orders of the Competition Committee, or provision of false or misleading information may lead to the imposition of fines on involved parties’ executive officers of up to 10 times of the minimum monthly wage. Moreover, the Competition Committee is entitled to make specific requests, including, where required, reversal of the merger or setting particular limits that must be adhered to.

Involvement of authorities

Can formal or informal guidance from the authorities be obtained prior to a filing being made? Do the authorities expect pre-filing dialogue or meetings?

Uzbek law does not contain any specific provisions on obtaining formal or informal guidance on filing; however, the foreign investor may file an official request for clarification on applicable rules from the Competition Committee or other involved bodies. State bodies are generally obliged to provide the response within 15 days of getting the request.

The Competition Committee does not usually expect pre-filing dialogue or meetings.

When are government relations, public affairs, lobbying or other specialists made use of to support the review of a transaction by the authorities? Are there any other lawful informal procedures to facilitate or expedite clearance?

Uzbek law does not provide for specific procedures for expediting clearance.

What post-closing or retroactive powers do the authorities have to review, challenge or unwind a transaction that was not otherwise subject to pre-merger review?

If a closed transaction was not subject to clearance or review then there are no post-closing or retroactive powers of the Competition Committee or other bodies to review, challenge or unwind such transaction.