M&A

Mergers, Acquisitions and Takeovers

Mergers, Acquisitions and Takeovers proceedings are regulated by the Civil Code of Uzbekistan and other laws, which govern the specific form of incorporation.

According to the Uzbekistan legislation the merger, takeover, division, separation, and transformation of legal entity are forms of the reorganization. Under the general rule the company is deemed to be reorganized, except for cases of reorganization in the form of takeover, from the time of state registration of legal entities created as a result of reorganization.

Merger of companies means creation of a new company with transfer of all rights and obligations of two or several companies to it with further liquidation of the latter.

Takeover of company means liquidation of one or  several companies with transfer of all their rights and obligations to another company.

Division of company means liquidation of a company with transfer of all its rights and obligations to newly created companies.

Separation of company means creation of one or several companies with transfer to it (them) of part of rights and obligations of the reorganized company without liquidation of the latter.

Transformation means changing of legal-organizational form of the legal entity (LLC, JV, etc.).

Our law firm offers the following services in the sphere of M&A:

  • advising clients on all issues related to mergers, acquisitions and takeovers;
  • drafting of all corporate documents related to calling of general meetings of participants (shareholders), participating thereon on behalf of the client, voting and taking decisions on the instruction of represented persons;
  • representation of clients in front of management bodies of the local company in course of its reorganization;
  • assistance with the state registration of the local legal entities, including participating in negotiations with other co-founders, drafting of transferring documents, the new foundation documents and internal corporate regulations, verifying of constitutive documents of existing companies in respect to their correspondence to the company law;
  • providing of LDD of local companies and issuing of a legal opinions as regard to duly reorganization thereof;
  • consulting on various legal issues related to international merger and acquisition of the legal entities, including obtaining of preliminary consents of antimonopoly bodies for merger and acquisition.
Category:

Pepeliaev Group

  • In 2011 we have advised on acquisition by major international bank of shares in an international pharmaceutical company with subdivisions in CIS (including Russia and Uzbekistan). Performing legal due diligence of the target subdivision in Uzbekistan

Schneider Electric Industries SAS

  • In 2010 we have advised regarding indirect acquisition of control over the Uzbek subsidiary of the Group of Companies «Electroschit» – ТМ Samara” (Russia). Performing legal due diligence and advising on regulatory compliance issues in relation to M&A project

Herbert Smith CIS LLP

  • In 2010 we have advised on indirect acquisition by the State Corporation “Bank For Development And Foreign Economic Affairs “Vneshekonombank” (“VEB”) (Russia) of control over the Uzbek subsidiary of the “Tractor Plants” Group Companies (Russia). Performing legal due diligence and advising on regulatory compliance issues in relation to M&A project.

Caspian Resources

  • From 2007 to 2009 Azizov & Partners advised Caspian Resources on on merger and acquisition (M&A) issues.

Royal Bank of Scotland Group (Acquisition of ABN Amro Bank Uzbekistan)

  • In 2007-2008 Azizov & Partners advised the Royal Bank of Scotland Group in relation to acquisition of the branch bank in Uzbekistan, ABN Amro Bank NB Uzbekistan A.O. The project included advising on various regulatory and rights issues, as well as performing various mandatory filings and obtaining authorizations.

Korean Development Bank (Acquisition of shares in UzDaewooBank)

  • In 2005 Azizov & Partners has assisted Korea Development Bank with acquisition of major shareholding in one of the Uzbek banks, UzDaewooBank (currently UZKDB Bank). The project included completion of legal due diligence of the bank and advising on various corporate and regulatory issues related to share purchase. The regulatory assistance included registration of the transaction with the securities institutions and the State’s governing body in the banking sector.