The State Assets Management Agency of the republic of Uzbekistan

As previously reported, the open sales process of state shares in the authorized capitals of “UzSungwoo” LLC (50%), “Avto Climate Control” LLC (100%) and “Uz truck and Bus Motors” LLC (34.2%) has started.

 

“Portfolio Investments” (hereinafter - the “Consultant”) was attracted as a privatization consultant of the UzSAMA to carry out these privatization processes based on international experience.

 

As part of the application acceptance stage, the Consultant carried out active marketing activities, including sending teasers to a wide pool of potential investors. Within the established deadline of April 15, 2025, Expression of Interest applications were received from 3 investors for “Avto Climate Control” LLC and 5 investors for “Uz Truck and Bus Motors” LLC, while not a single investor expressed interest in acquiring “UzSungwoo” LLC.

 

All applications received by the Consultant were reviewed for compliance with the following previously announced criteria:

• Sufficiency of financial resources for the acquisition of state share;
• Neither the Applicant (or in the case of a Consortium, any of the Consortium Members) nor its shareholders/participants shall be a state-owned company or a company with a state share in the authorized capital;
• Absence of any judicial, administrative, arbitration or other proceedings that may result in debarment from participation in the privatization process and a positive business reputation;
• Compliance with Uzbekistan Law #660-II (as amended on January 15, 2019) "Countering the legalization of proceeds of crime, the financing of terrorism and the financing of the proliferation of weapons of mass destruction";
• Neither the Applicant nor any of the Consortium Members (in the case of the Consortium) must be on the public sanctions lists of the European Union and the United States or any of the major international development banks (World Bank, European Bank for Reconstruction and Development, Asian Development Bank), or on the date of the Application must be subject to any proceedings or investigation by the aforementioned sanctions authorities. Also, neither the Applicant (and, in the case of the Consortium, none of the Consortium Members) nor any of its/their affiliates is/are in any way involved in any activity (directly or through any subsidiary) contrary to the sanctions regime of the aforementioned institutions and states and, neither the Applicant (or in the case of the Consortium, any of the Consortium Members) nor any of its/their Related Parties have as principal financiers or lenders banks or financial institutions which are sub-sanctioned persons or persons controlled or owned by sub-sanctioned persons.

 

As a result of the Consultant's review of the applications received, all applicants were found to be compliant with the above criteria.

 

In accordance with the recommendation of the Consultant, in order to provide additional opportunities for applicants to conduct a more detailed review of the performance of the Assets, applicants will submit their Non-Binding Offers (NBO) prior to the acceptance of Binding Offers (BO).

 

In addition, all applicants will receive individual Process letters from the Consultant detailing the next stage of the privatization process.

 

Information about the next stage:

 

I. For “Avto Climate Control” LLC:

 

After signing a Non-Disclosure Agreement (NDA), the 3 applicants expressing interest in acquiring the Asset will have access to a Virtual Data Room (VDR) containing detailed financial, legal and operational information on the Asset, including an analytical report prepared by the Consultant for the preparation of their Non-Binding Offers (NBO).

 

Non-Binding Offers (NBO) to acquire the Asset are accepted by the Consultant until 23:59 (Tashkent time) on May 8, 2025.

 

At the same time, in order to ensure a competitive environment, the Consultant will in parallel carry out actions to attract more potential investors to the sales process and will continue to accept Expression of Interest applications for the acquisition of the Asset.

 

The following terms are established for the acquisition of “Avto Climate Control” LLC:

1. Preservation of core business activities of the Asset for at least 10 years. Strict compliance with technical support license agreements with a supplier approved by General Motors (USA) - the product licensee, as well as with the requirements and related restrictions set forth in the General Alliance agreement for the use of technological equipment related to General Motors technologies;
2. Retention of existing jobs for at least 2 years, with no reduction in workforce except through natural attrition, and maintenance of current salary levels and collective agreement conditions.

 

In turn, with all applicants who have passed the stage of submission of Non-Binding Offers (NBO), an “Agreement on the main terms of the transaction” (Term Sheet) will be signed, which sets out the main terms of the acquisition of the Asset and its further activities.

 

II. For “Uz Truck and Bus Motors” LLC:

 

After signing a Non-Disclosure Agreement (NDA), the 5 applicants expressing interest in acquiring the Asset will have access to a Virtual Data Room (VDR) containing detailed financial, legal and operational information on the Asset, including an analytical report prepared by the Consultant for the preparation of their Non-Binding Offers (NBO).

 

The Consultant will also provide applicants with a “Agreement on main terms of the transaction” (Term Sheet), which sets out the main terms of the acquisition of the Asset and its further activities, and Non-Binding Offers (NBO) will be accepted only from applicants who have accepted this agreement.

 

Non-Binding Offers (NBO) to acquire the Asset are accepted by the Consultant until 23:59 (Tashkent time) on May 8, 2025.

 

III. For “UzSungwoo” LLC:

 

The UzSAMA announces the extension of the deadline for submission of Expression of Interest applications for the acquisition of the Asset until 23:59 (Tashkent time) on May 26, 2025.

 

In case of interest, applications should be sent to the following e-mail address: munir.yakubov@piamg.uz.

 

All other clauses of the previously published announcement remain unchanged.

 

The UzSAMA expresses its gratitude to all participants who showed interest in the privatization processes and submitted applications, and expresses confidence in further constructive cooperation with the applicants who successfully passed the stage of Expression of Interest.

 

Disclamer

This announcement, or any part of its content, should not be taken as a form of obligation on the part of UzSAMA, "Portfolio Investments" in relation to the Assets sale, as one might assume in connection with the publication of this announcement. UzSAMA and "Portfolio Investments" reserves the right, in its sole discretion, at any time and in any respect, without assuming joint or individual responsibility:

(i) Change the deadline for submission of applications;

(ii) Change the stages of the sales process;

(iii) Follow different procedures with respect to different stakeholders and/or negotiate with one or more potential buyers within the schedule and procedure established jointly by the UzSAMA and "Portfolio Investments", to the exclusion of any other potential buyer(s) without prior notice;

(iv) Stop the sale process for any reason;

(v) Stop all discussions and negotiations with any potential buyer(s) in relation to the Transaction at any time and without explanation.

UzSAMA reserves the right to change the sequence of the privatization process or refuse to sell to any participant and potential buyer(s) or negotiate with them at any time without explanation.