NORWAY Law and Practice Contributed by: Robin Aker Jakobsen, Amund Fougner Bugge, Jan Magne Langseth and Stig Walle, Simonsen Vogt Wiig
Processing Time for Reviews The processing time for reviews depends on several factors, including the type of takeover bid, the com- pleteness of the first draft, and the offeror’s responses to the Norwegian FSA’s comments during the pro- cess. Nonetheless, the review process normally takes between two to three weeks. Timeline for Offers The Norwegian FSA does not fully dictate every ele- ment of the timeline. The bidder proposes the offer period (within the limitations imposed by law) and other key dates (when the offer will open, when it will close, etc). For a mandatory offer, the offer period must be at least four weeks and no more than six weeks. For a voluntary offer, the offer period must be at least two weeks and no more than ten weeks, with three or four weeks frequently used for initial voluntary offer peri- ods. If more than 10% (and less than 40%) of the shareholders are residents in the US, the initial offer period must be minimum 4 weeks (the so-called Tier II exemption). There are no particular rules regarding the timeline of an offering having been launched if a competing offer is announced. MTFs For an offer in an MTF, there is no approval require- ment for the offer document. The Norwegian FSA is unlikely to review and comment on the offer docu- ment. 4.14 Timing of the Takeover Offer Bidders often announce an offer before all regulatory approvals are obtained. However, in larger or more complex deals, it is increasingly common to seek key regulatory or competition clearances prior to launch- ing the formal offer, so as to reduce the execution risk. Mandatory Offers A mandatory offer (in a regulated market) may be extended, provided that the new bid has been approved by the Norwegian FSA prior to being launched. For any such new bid, the acceptance
period must be extended to ensure that at least two weeks remain before the offer expires. Settlement under a mandatory offer must in princi- ple take place 14 days after expiry of the offer peri- od at the latest. If competition clearance is required for completion, settlement may be postponed until approval has been given but must take place within seven days thereafter. Voluntary Offers A voluntary offer in a regulated market may be extend- ed one or several times, provided that the extension is announced before the expiry of the original period and the total offer period does not exceed ten weeks. In a voluntary offer, settlement may ‒ both in a regu- lated market and in an MTF ‒ be extended in anticipa- tion of necessary regulatory approvals. In a regulated market, settlement must take place within a reason- able timeframe, once the required regulatory approv- als have been obtained. 4.15 Privately Held Companies In Norway, privately held companies in the energy and infrastructure sector are typically acquired through structured sales processes arranged by financial advisers. This is partly because the target companies normally have substantial value, at least in a Norwe- gian context – meaning the seller is willing to incur substantial transaction costs to seek to maximise the buyer universe and price. Key considerations in such transactions include con- ducting thorough due diligence to identify potential risks and liabilities. Negotiations typically focus on key terms such as price adjustments, carve-out and integration issues, representations and warranties – reflecting the complexity and value of the transaction. In addition, regulatory approvals and tax structuring issues are often critical factors, particularly in the energy and infrastructure sector.
333 CHAMBERS.COM
Powered by FlippingBook