NORWAY Law and Practice Contributed by: Ida Marie Windrup, Kristine Hjertenæs, Markus Nilssen and Daniel Jovanovic, BAHR
tee from a bank authorised to carry out business in Norway.
After the remaining provisions of the Amend- ments have come into force, the qualified owner- ship interest threshold will be lowered to 10% of the ownership instruments or votes of the Desig- nated Company. Subsequent acquisitions of at least 20%, one-third, 50%, two-thirds and 90% of the ownership instruments or votes of the target company will trigger further notifications. Acquisitions of a qualified ownership interest in companies which supply goods or services in connection with security-graded procurements and which hold a facility security clearance cf. the National Security Act § 9-3, will also become subject to notification. Currently, the duty to notify is non-suspensory and applies to the acquirer. The parties may therefore close the transaction so long as the authority does not issue a suspension order. Fol- lowing the entry into force of the remaining provi- sions in the Amendments, the notification must be formally approved by the relevant authority prior to closing of the transaction, and the duty to notify will apply jointly to the acquirer, the tar- get company and the seller. Once the remaining provisions of the Amend- ments have entered into force, exchanges of information for the purposes of an acquisition will be prohibited if such information could be used for activities that threaten national secu- rity interests. The parties may request permis- sion to exchange such information from the rel- evant sectoral ministry or the NSA, including in instances where there is doubt whether the infor- mation in question could be used to threaten national security interests.
10. Jurisdiction-Specific Features 10.1 Other Acquisition Finance Issues The Norwegian National Security Act (the “Secu- rity Act” ) requires certain acquisitions to be noti- fied to and approved by the relevant Ministry with sectorial competence, or the National Security Authority (NSA). It is worth noting that the noti- fication requirements of the Security Act apply equally to foreign and Norwegian investors. The Security Act was amended on 20 June 2023 (the “Amendments” ). The main substan- tive provisions of the Amendments are expected to come into force during 2025, but the exact timing is not certain. Currently, the Security Act requires notifications of acquisitions of a qualified ownership interest in companies which have been individually clas- sified as important to basic national functions or national security ( “Designated Companies” ) by a decision of a Ministry or the NSA. There is no public register of Designated Companies. A qualified ownership interest is defined as one- third of the ownership instruments or votes of the Designated Company, or the right to become owner of one-third of such ownership instru- ments or votes or otherwise exercise significant influence over the Designated Company. Own- ership interests held by parties related to the acquirer are considered with those held by the acquirer for the purposes of determining if the threshold has been exceeded.
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