NORWAY Law and Practice Contributed by: Karoline Ulleland Hoel, Sigurd Opedal, Ole Henrik Wille and Daniel Nygaard Nyberg, Wikborg Rein Advokatfirma AS
• Basket: 1–2% of purchase price. • Total cap: 10–30% of purchase price.
may sometimes provide indemnities, but they are typi - cally treated similarly to private equity sellers. W&I insurance is very common in private equity deals, with approximately 70% of the insured deals involv - ing private equity players. W&I insurance is becoming increasingly popular for industrial players too. For public deals, W&I insurance brokers report an increased use of W&I insurance where warranties are provided. Escrow arrangements for a private equity seller are unusual because they conflict with the sponsor’s pref - erence for a clean exit. 6.11 Commonly Litigated Provisions Litigation is not a common outcome of Norwegian pri - vate equity transactions. The most common cause for litigation is a breach of warranty. With the rise in W&I insurance claims, the authors are seeing an increase in disputes related to completion accounts. These are often resolved outside of court through settlement agreements or expert decisions. The majority of public-to-private transactions in Nor - way are completed by industrial buyers rather than private equity buyers. However, there are several suc - cessful examples of private equity public-to-private transactions (such as the acquisition of Adevinta by a bidder consortium comprising, inter alia, Permira and Blackstone (2024), AI Volt (Luxembourg) Sàrl’s acqui - sition of Volue ASA (2025), and KKR’s acquisition of Quantafuel (2023), indicating a general expectation in the Norwegian market that the number of private equity-backed public-to-private transactions may continue to increase in the future, also considering the significant number of IPOs during 2020 and 2021. Once a target listed on a regulated market is made aware that an offer (mandatory or voluntary) for the shares will be made, the target’s board and CEO become subject to certain corporate action restric - 7. Takeovers 7.1 Public-to-Private
In W&I-insured deals, the de minimis threshold is usu - ally closer to 0.1%, and the basket closer to 1%. A private equity-backed seller will usually not accept a total cap of more than 10–15% unless the deal is W&I- insured; in this case, no recourse against the seller will apply. The following are the customary time limits on war - ranty liability. • General limitation period – between 12 and 18 months (24 months in case of W&I insurance). • Tax warranty limitation period – five years (seven years in case of W&I insurance). • Fundamental warranties – three to five years. Management co-investors are usually obligated under the existing shareholders’ agreement to provide the same warranties as the fund (usually the same liability limitations as set out above). Full disclosure of the data room is typically allowed against the warranties, meaning that the buyer is con - sidered to have knowledge of information presented fairly in the provided information. Exceptions are often accepted for fundamental warranties. 6.10 Other Protections in Acquisition Documentation The following protections are typically included in acquisition documentation: • pre-completion undertakings by the sell-side to secure continuation of the operation of the target group in accordance with past practice and to for - bid share issues and similar between signing and closing; and • post-completion obligations such as non-compete and non-solicitation undertakings – however, private equity-backed sellers very rarely accept non-compete or non-solicit undertakings. To secure clean exits private equity-backed sellers typically avoid providing indemnities to buyers. Man - agement co-investors and non-private equity sellers
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