NORWAY Law and Practice Contributed by: Beret Sundet, Elin Moen, Olav Kolstad and Harald K. Selte, BAHR
3.4 Parties Responsible for Filing The following parties are responsible for filing a noti - fication: • the acquiror in acquisitions; • the merging parties are jointly responsible in a merger; and • the controlling parent companies are jointly respon - sible when establishing a full-function joint venture. 3.5 Information Included in a Filing The information and documentation required in the filing is regulated through Section 18a of the Competi - tion Act. Specifically, the following must be included in the filing: • contact information of the merging parties or the acquiror; • description of the merger/acquisition; • description of the parties involved including group companies; • names of the five most important competitors, customers, and suppliers in markets in Norway, or where Norway is a part of, where the involved companies and companies in the same group have horizontally overlapping activities; • description of horizontally and vertically affected markets. A market is horizontally affected if at least two of the parties are active in the same product market and the parties’ combined market share exceeds 20%. Vertically affected markets are those where one party operates upstream or down - stream of a market where another party operates and their combined market share exceeds 30% in each of the respective markets. The description of an affected market should include an overview of the market structure, a description of the involved companies’ main competitors, customers and sup - pliers, and a description of any barriers to entry in the affected markets; • a brief description of vertically overlapping mar - kets where a merger is between a party operat - ing upstream or downstream of a product market where another party operates, and the parties’ individual or combined market share exceeds 30% in at least one of these markets. The description of these markets should at least include the parties’
al exceptions to the standstill obligation for notifiable transactions. This applies also to partial implementa - tion of a transaction outside Norway, if it is consid - ered to be part of the same transaction ( Foretakssa- mmenslutning ) as the notified concentration. In such cases, carving out the Norwegian parts and imple - menting the transaction outside of Norway would require a derogation by the NCA from the standstill obligation. Such derogations are rarely granted and are only likely to be given if grave consequences of the standstill obligation can be demonstrated, the Norwegian parts of the transaction easily can be distinguished and “ring-fenced”, and the scope and effectiveness of any potential remedies is not reduced. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification There are no deadlines for notification. However, closing of a notifiable concentration must not take place before clearance has been obtained (see 2.12 Requirement for Clearance Before Implementation and 2.13 Penalties for the Implementation of a Trans- action Before Clearance ). 3.2 Type of Agreement Required Prior to Notification It is not necessary to wait until a binding agreement has been signed before submitting a notification to the NCA. However, in practice this is the usual approach, as the NCA will publish a notice of all incoming noti - fications as well as a public version of the notifica - tion on its website shortly after notification. See 7.3 Confidentiality . A transaction can be notified if the parties are able to demonstrate that the transaction is likely to proceed. In practice, the NCA will accept a signed term sheet, memorandum of understanding or the announcement of an upcoming public bid as evidence of this. The notifying parties must also be in a position to describe the transaction and, in particular, the post-closing control structure to the NCA. 3.3 Filing Fees There is no filing fee in Norway.
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