NORWAY Law and Practice Contributed by: Robin Aker Jakobsen, Amund Fougner Bugge, Jan Magne Langseth and Stig Walle, Simonsen Vogt Wiig
Reporting Thresholds for Major Shareholdings For acquisitions of stakes in public companies in Nor- way, an important distinction must be drawn between regulated markets such as Euronext Oslo Børs and Euronext Expand Oslo on the one hand and multilat- eral trading facilities (MTFs) such as Euronext Growth Oslo on the other. In regulated markets, acquisitions are subject to reporting obligations for an acquirer of shares and to rules on mandatory and voluntary offers, whereas no such regulations apply for acquisitions at an MTF. In a regulated market, the reporting threshold for major shareholdings is triggered if a shareholder’s proportion of votes in an issuer exceeds or falls below 5%, 10%, 15%, 20%, 25%, one-third, 50%, two-thirds or 90%. The shareholder must in that case notify the issuer and Oslo Børs (the Oslo Stock Exchange) immedi- ately and no later than the opening of the regulated market on the second trading day after conclusion of the trade agreement. Obligation to Disclose Purpose of Acquisition When triggering the reporting obligation on a regulated market, the buyer is not required to state the purpose of the acquisition. However, a buyer preparing an offer document, either for a mandatory or voluntary offer, must include information about the offeror’s plans for the company, its management and employees, and the consequences of the offer. The disclosure is thus required at the time of launching the offer to the mar- ket, but not upon the acquisition of the share(s). “Put Up or Shut Up” Requirement Norway does not have a general “put up or shut up” rule like in the UK (under the UK’s Takeover Code). However, a person who enters into an agreement on acquisition triggering a mandatory offer obligation (one-third of the voting rights) must immediately notify the takeover supervisory authority (ie, the Financial Supervisory Authority of Norway (FSA)) and the target company, and explain if an offer will be made or if the buyer will sell down below the one-third level again. 4.2 Mandatory Offer Under Norwegian law, a mandatory offer obligation is triggered when a person becomes the owner of one-third or more of the voting rights in an issuer
whose shares are listed on a regulated market in Nor- way. Once the threshold is exceeded, the acquirer is obliged to make a mandatory offer to purchase the remaining shares in the issuer at a price at least equal to the highest price paid (or agreed to be paid) by the bidder for shares in the issuer during the preceding six months. A new mandatory offer obligation is subsequently triggered upon the acquisition of shares represent- ing more than 40% or 50% of the voting rights in the issuer, respectively. 4.3 Transaction Structures In Norway, the most common structure for the acqui- sition of a Norwegian listed company is a two-step approach, whereby the first step is a voluntary cash offer (often recommended by the target board), fol- lowed by a compulsory acquisition (squeeze-out) as a second step if the bidder obtains more than 90% of the shares and voting rights based on the volun- tary offer. This applies both on Euronext Oslo Børs or Euronext Expand Oslo (both regulated markets) and on Euronext Growth Oslo (MTF). In a regulated market, if a bidder crosses the one-third ownership threshold through acquisition, a mandatory offer obligation is triggered. Such mandatory offers must include a cash alternative (but may also give the right to accept an alternative to cash such as shares) and are also usually followed by a squeeze-out pro- cedure, provided that the bidder achieves more than 90% of the shares and voting rights in the company. In Norway, mergers are also available as an acquisi- tion structure for Norwegian companies and can be implemented as a regular merger, triangular merger, or merger by formation of a new company. They are also used (more frequently during recent years) for the acquisition of listed companies in Norway. In recent years, the use of rollover mechanisms in takeover transactions has also increased. Such trans- actions may be structured in various ways, including: • an offer made to all shareholders with the option to receive consideration in the form of shares, cash, or a combination of both;
329 CHAMBERS.COM
Powered by FlippingBook