Pursuant to the Order of the Cabinet of Ministers of the Republic of Uzbekistan # 324-F dated 7 July 2020 and the Decree of the President of the Republic of Uzbekistan # UP-6096 dated 27 October 2020, the State Assets Management Agency of the Republic of Uzbekistan (“SAMA”) announces its intention to sell a 57.118% stake in LLC Coca-Cola Bottlers Uzbekistan, Ltd (“CCBU” or the “Company”) in an open competitive sale process as defined by the State Tender Commission (“STC”), being authorized to do so under the Resolution of the President of the Republic of Uzbekistan # 423 dated 21 July 2006 (the “Sale” or the “Transaction”). SAMA intends, among other things, to maximize the value of its stake, while also being interested in further development of CCBU’s operations.
Rothschild & Cie (“Rothschild & Co”) is acting as sole financial adviser to SAMA in relation to the Transaction.
CCBU is the largest carbonated soft drinks producer in Uzbekistan with ca. 47% market share in 2019 (ca. 70% larger than the next competitor). The Company is authorized by its second largest shareholder (with a 42.882% stake) The Coca-Cola Export Corporation (“TCCEC”) and trademark owner The Coca-Cola Company (“TCCC”) to prepare, package, distribute and sell certain Coca-Cola branded products in Uzbekistan pursuant to a bottling agreement between CCBU, TCCEC and TCCC.
CCBU’s manufacturing footprint includes three production facilities in Tashkent, Namangan and Urgench complemented by a modern network of warehouses. A new plant in Samarkand is planned for construction. For the twelve months ended 31 December 2019 Company’s revenue amounted to UZS 1,455 billion, representing a ca. 46% growth compared to the twelve months ended 31 December 2018.
The Sale is organized as a competitive bidding process open to all interested parties who meet the criteria listed in Annex 1.
Interested parties are invited to submit an application in the form of a letter in English, Russian or Uzbek (at applicant’s choice, provided that a letter in Russian or Uzbek must be complemented by a letter in English) and signed by the authorized representative of the applicant (the “Application Form”) by email to Chimgan@davaktiv.uz and Project_Chimgan@Rothschildandco.com no later than 6:00 pm Tashkent time on 31 December 2020.
The Application Form must contain:
On the basis of submitted Application Forms and no later than 14 January 2021, STC will select participants in the first round of the process who will be invited to execute a non-disclosure agreement (the “NDA”). Upon signing of the NDA round one participants will receive further instructions regarding the process and information about the Company (including financial statements, confidential information memorandum, business plan, as well as financial, tax and legal vendor due diligence reports). Following review of Company information round one participants will be invited to submit non-binding indications of interest (“NBO”).
On the basis of submitted NBOs STC will select participants in the second round of the process who will be allowed to perform further diligence checks on the Company (including access to a virtual data room, management presentation, Q&A session and site visits) and will receive a draft sale and purchase agreement. Round two participants will be invited to submit binding offers with respect to the Transaction and provide comments to the draft sale and purchase agreement.
The winner will be determined by STC based on, among other criteria, the best combination of the price offer and negotiated terms of the sale and purchase agreement.
SAMA, STC, the Company, TCCEC and Rothschild & Co reserve the right to change or to terminate the Sale or negotiations with any potential buyer(s) at any time and for any reason whatsoever.
Neither the issue of this announcement nor any part of its contents are to be taken as any form of commitment on the part of SAMA, the Company, TCCEC and Rothschild & Co to proceed with any sale of the Company which may be suggested by the issue of this announcement. SAMA, the Company, TCCEC and Rothschild & Co reserve the right at their sole discretion at any time and in any respect, without any liability on their respective or collective parts, (i) to amend the proposed timetable for the Transaction; (ii) to follow different procedures with respect to different interested parties and/or to negotiate with one or more potential buyers in a manner and pursuant to a timetable of SAMA, STC, the Company, TCCEC and Rothschild & Co’s collective choosing (which may be different than the manner outlined in this announcement) and to the exclusion of any other potential buyer(s), without giving prior notice; (iii) to terminate the Sale for any reason whatsoever; and/or (iv) to terminate any discussions and negotiations with any potential buyer(s) in respect of the Transaction at any time and without giving any reason and without any liability therefore. None of SAMA, the Company, TCCEC and Rothschild & Co is under any obligation to consider or accept any offers made, or obliged to give any reasons to any interested party for the acceptance or rejection of any proposal nor accept any liability in respect of any costs or expenses incurred by interested parties (or their advisers, bankers, directors, officers, employees, agents or representatives) in connection with their evaluation or investigation of the Company, the Transaction and/or their review of any of the information provided or disclosed.
This announcement does not constitute or form part of any legally binding offer for the sale of the Company, nor shall it constitute the basis of any contract which may be concluded for the sale of the Company. SAMA, STC and the Company shall not have any obligations or liabilities to any prospective purchaser with respect to this process or the Sale, except as may in the future be expressly set forth in a definitive written agreement.
The following criteria will be applied by STC at its sole discretion in the process of selecting participants and the winner of the Transaction.