NORWAY Law and Practice Contributed by: Elin Moen, Arne Torsten Andersen, Helge Stemshaug and Beret Sundet, BAHR
3.4 Parties Responsible for Filing The following parties are responsible for filing a notification: • the acquiror in acquisitions; • the merging parties are jointly responsible in a merger; and • the controlling parent companies are jointly responsible 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 Competition 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 competi - tors, 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 par - ties’ combined market share exceeds 20%. Vertically affected markets are those where one party operates upstream or downstream of a market where another party operates and their combined market share exceeds 30% in each of the respective markets. The explanation should include a description of the market structure in the affected markets, a description of the involved companies’ main competitors, customers, and suppliers in the
gations are rarely granted and are only likely to be given if grave consequences of the standstill obli - gation 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 Imple- mentation and 2.13 Penalties for the Implemen- tation of a Transaction Before Clearance ). 3.2 Type of Agreement Required Prior to Notification It is not necessary to wait until a binding agree - ment has been signed before submitting a noti - fication to the NCA. However, in practice this is the usual approach, as the NCA will publish a notice of all incoming notifications as well as a public version of the notification 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 understand - ing or the announcement of an upcoming pub - lic bid as evidence of this. The notifying parties must also be in a position to describe the trans - action 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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