NORWAY Law and Practice Contributed by: Karoline Ulleland Hoel, Sigurd Opedal, Ole Henrik Wille and Daniel Nygaard Nyberg, Wikborg Rein Advokatfirma AS
7.4 Consideration The most common form of consideration in Norwe - gian takeovers is cash. It is estimated that approxi - mately 80% of completed voluntary offers are cash offers, while the remaining 20% comprise shares or a mix of shares and cash. Securities such as convert - ible bonds, warrants, and similar instruments are also permitted, but are rarely offered. The authors do see takeovers that include a roll-over structure, which may be available if agreed outside the offer (prior to enter - ing into the transaction agreement) and the voluntary offer reflects the financial value of the consideration agreed outside the offer. Mandatory offers must at minimum equal the high - est price paid in the previous six months. Mandatory offers require a full cash consideration option. How - ever, shares or other securities may constitute alterna - tive consideration. 7.5 Conditions in Takeovers The most successful takeover offers in Norway are structured as a friendly offer where the bidder and the target board enter into a transaction agreement. Out of 101 voluntary tender offers between 2008 and July 2025, 84 offers (both completed and non-completed) were recommended by the target board, of which 60 involved a transaction agreement. Norwegian takeover regulations allow for a wide range of conditions in voluntary takeover offers, such as those relating to financing and due diligence, although such conditions are likely to not be accepted by the target’s board and key shareholders. Mandatory offers must be unconditional. Common conditions for launching the offer include obtaining pre-acceptance from key shareholders and board members, maintaining the target board’s recommendation of the offer, ensuring ordinary busi - ness conduct, addressing MAC, obtaining necessary regulatory and corporate approvals and achieving a specified acceptance rate (often set at 90% to facili - tate the subsequent squeeze-out – see 7.6 Acquiring Less Than 100% ). As part of a voluntary offer, a bidder may also request deal security measures such as no-shop/non-solicita -
tions, and the board is required to make a statement with respect to the offer and its consequences for the target’s shareholders. A transaction agreement is often entered into between the target’s board and the bidder in a friendly process. Such agreements are also common in deals involving Euronext Growth-listed targets. 7.2 Material Shareholding Thresholds and Disclosure in Tender Offers Stakeholders in Norwegian companies listed on a reg - ulated market are subject to disclosure obligations to the issuer and Euronext Oslo Børs if the proportion of shares and/or right to shares of a person or entity reaches, exceeds or falls below any of the following thresholds: 5%, 10%, 15%, 20%, 25%, one-third, 50%, two-thirds and 90% of the total issued share capital or voting rights of the listed company. The dis - closure obligation also applies to equity certificates and depositary receipts (if Norway is the home mem - ber state of the issuer), entitlements to acquire shares, and financial instruments with similar economic effect as shares. For non-Norwegian listed on a regulated market in Norway, the thresholds are determined in accordance with the applicable law in the respective company’s country of incorporation. 7.3 Mandatory Offer Thresholds If a person, through acquisition, becomes the owner of more than one-third of the voting rights of a Norwe - gian company listed on a Norwegian-regulated mar - ket, the person is obligated to bid on the remaining shares (with a repeat trigger upon reaching 40% and 50% of the voting rights). The threshold is calculated on a consolidated basis with the respective share - holders’ closely associated persons (may include tar - get shares held by affiliated or related funds or port - folio companies). For non-Norwegian companies with a registered office within another EEA country admitted to trading on a Norwegian regulated market, the threshold depends on the laws of the country of incorporation of the com - pany.
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