Before launching a bid, take in Norway’s takeover regulations

The takeover regulations for companies listed in Norway are primarily governed by the Norwegian Securities Trading Act. Takeover recommendations are also included in the Norwegian Code of Corporate Governance, and are applicable to Norwegian listed companies and certain foreign companies listed in Norway. This column will look at what regulations apply and how they operate in practice.

Voluntary offers

A takeover typically starts with a voluntary offer. Investors should be aware, however, that mandatory offer requirements may be triggered if the threshold for such offers is exceeded by the acceptance of an offer by a sufficient percentage of shareholders of the target company.

The main difference between a mandatory and a voluntary offer is that under a voluntary bid, the offeror may make the bid conditional. The offer may also include consideration in addition to cash, for example shares in the offeror, or an affiliated company. The offeror will need to submit the offer to the supervisory authority for approval prior to publication. The validity of the offer must be for a minimum period of two weeks and a maximum 10 weeks.

Arne Didrik Kjørnæs is a senior partner at Wikborg Rein in Oslo, and Tormod Ludvik Nilsen is a senior associate at Wikborg Rein in Shanghai. Geir Sviggum, a partner at Wikborg Rein in Shanghai, also contributed to this article