NORWAY Law and Practice Contributed by: Robin Aker Jakobsen, Amund Fougner Bugge, Jan Magne Langseth and Stig Walle, Simonsen Vogt Wiig
vide an offerer with sufficient information against the target company’s need to protect sensitive company information, especially if the offerer is a competitor. There is no general obligation for the target company to provide similar information, or information of a simi- lar scope, in a due diligence to all offerers. However, Norwegian market practice is that all serious offerers are provided with the same information, at least to the extent they reach the same level of due diligence review. If an offerer obtains possession of inside information during the transaction process, such inside informa- tion must be cleansed in the market prior to making the offer public. 7.2 Restrictions In Norway, the rules under the NEA and the Emer- gency Preparedness Regulations regarding the pro- tection of power-sensitive information may represent challenges for private investors (both Norwegian and foreign) seeking to invest in the Norwegian power sec- tor. Given that key technical, operational or security-relat- ed information about the power grid or production facilities are protected in some instances, investors may have limited access to information that is crucial for assessing the target company’s risks and potential prior to an investment. This may cause due diligence processes to be less predictable and increase the uncertainty associated with investment evaluations. Any access to such information may require authori- sation or, for classified entities, a formal security clear- ance under the NSA (including nationality or owner- ship restrictions). This may exclude some foreign investors or make the due diligence process more time-consuming and costly for those who actually obtain access.
in principle triggers an obligation to make the informa- tion public without delay, the target company is enti- tled to delay disclosure as long as the target company and the offerer are negotiating the terms of a possible offer but have not yet reached a binding agreement in this respect. However, when the parties reach a binding agreement regarding the offer (such as the price to be offered per share and an obligation by the target company’s board of directors to recommend the offer to the shareholders), the target company may no longer delay disclosure and is required make the offer public. In relation to mandatory offers, there is a specific obli- gation on the offeror to notify the Norwegian FSA and the target company without delay when an agreement concerning an acquisition triggering a mandatory bid Any requirement to issue a prospectus in a stock-for- stock takeover offer or business combination depends on the EU Prospectus Regulation and the accompa- nying provisions on national prospectuses pursuant to the Norwegian Securities Trading Act. Generally, a prospectus is required if a stock-for-stock offer is directed towards more than 149 natural or legal persons (other than qualified investors) in Norway and the total value of the offer is EUR1 million or more. If the total value of the offer is between EUR1 million and EUR8 million, a Norwegian national prospectus is required. This is a relatively simplified prospectus, which is not subject to control by the Norwegian FSA. If the total value of the stock-for-stock offer is above EUR8 million, the issuer must prepare an EEA pro- spectus to be approved by the Norwegian FSA. obligation has been entered into. 8.2 Prospectus Requirements There is no requirement for the buyer’s shares to be listed on a specified exchange in the home market or any other identified market. However, if the shares are to be offered to the public or admitted to trading on Oslo Børs, Euronext Expand Oslo or Euronext Growth Oslo, the admission requirements for such relevant market must be complied with.
8. Disclosure 8.1 Making a Bid Public
In the event that information about a potential offer constitutes inside information under the MAR, which
338 CHAMBERS.COM
Powered by FlippingBook