NORWAY Law and Practice Contributed by: Ida Marie Windrup, Kristine Hjertenæs, Markus Nilssen and Daniel Jovanovic, BAHR
to the Directive 2004/25/EC on takeover bids (the “Takeover Directive” ), Regulation (EU) No 596/2014 on market abuse (the “Market Abuse Directive” ) and Directive 2004/109/EF (the “Transparency Directive” ) which have been implemented into Norway law. The regulations include: • disclosure obligations for listed companies; • restrictions on insider trading and handling of inside information; • major shareholder disclosure requirements; and • various requirements for voluntary and man- datory offers. The major shareholder disclosure obligation is triggered when holdings of shares with vot- ing rights or share capital reach, exceed or fall below the following thresholds: 5%, 10%, 15%, 20%, 25%, one-third, 50%, two-thirds and 90%. Holdings of rights to shares, derivatives and oth- er financial instruments with similar economic effect as such instruments, as well as financial instruments referenced to indices or basket of shares comprised of the relevant shares, shall pursuant to certain terms and conditions also be aggregated when calculating whether the major shareholding disclosure obligation is triggered, in addition to any holdings held by related par- ties. A requirement to make a mandatory offer for the shares in the target is triggered when the buyer acquires more than one-third of the voting rights in the target, with repeat triggers at 40% and 50%. An offer document must be prepared in con- nection with an offer and must be approved by the takeover authority of Norway in advance of
making the offer. The offer document must be distributed to all shareholders of the target and made known to all its employees. The takeover authority in Norway is the Norwe- gian Financial Supervisory Authority ( Finanstil- synet ). Methods of Acquisition Where consideration offered in a takeover con- sists of securities (wholly or partly), this can lead to a requirement to prepare a prospectus in accordance with the Prospectus Regulation (EU) 2017/1129 for those securities. A mandatory offer must include a cash-only alternative, but may also offer alternative forms of consideration. Further, a mandatory offer must be unconditional, whereas a voluntary offer can be made conditional, for example subject to receipt of a minimum 90% acceptance or approval from relevant authorities. The bidder must treat all shareholders equally when making a takeover offer, although differ- ent classes of shares can be treated differently. Funding Settlement of a mandatory offer must be backed by a bank guarantee from a bank authorised to carry out business in Norway. Squeeze-Out Procedures If the purchaser holds 90% or more of the shares of the target and a corresponding pro- portion of the votes that can be cast at general meetings of the target, the buyer has the right to acquire minority shareholdings on a compul- sory (squeeze-out) basis (and minority share- holders have a right to demand that the bidder make a compulsory acquisition). Funding of the squeeze-out must be backed by a bank guaran-
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