Public takeovers in Norway - key information

This introduction provides a brief overview of the rules and regulations dealing with acquisitions companies with its shares listed on a Norwegian regulated market; i.e. Euronext Oslo Børs and Euronext Expand. Public takeover bids are governed by complex rules and anyone involved in such acquisitions should seek specialist advice. This introduction summarizes the main rules on takeover bids as of February 2026.

Regulation: Norwegian rules on acquisitions of listed companies are mainly regulated by chapter 6 of the Norwegian Securities Trading Act and associated regulations (hereinafter referred to as the Takeover Rules). The rules are based on EU Directive on takeover bids (2004/25/EC)

Offer authority: From 1 April 2026, the Norwegian Financial Supervisory Authority (NFSA) took over the function as takeover supervisory authority from Euronext Oslo Børs. As the takeover supervisory authority, the NFSA is responsible for, among other things, approving offers and offer documents, and granting exemptions from the Takeover Rules.

Scope of application: The offer rules apply to the acquisition of shares in Norwegian companies and to a certain extent foreign companies whose shares are listed on Euronext Oslo Børs or Euronext Expand.

Specific rules on shared jurisdiction and supervision apply for takeover of targets listed on regulated market in Norway but domiciled in an EEA State other than Norway and/or listed on regulated market in another EEA State.

The offer rules do not apply to companies listed on a multilateral trading facility in Norway, i.e. on Euronext Growth Oslo. We refer to a separate post about acquisitions of companies on Euronext Growth Oslo.

The Takeover Rules distinguish between voluntary and mandatory offers:

• Anyone who, through acquisition, becomes the owner of shares representing more than 1/3 of the votes (with a repeated offer obligation at 40% and 50%) is obliged to make an offer to purchase the remaining shares in the company ( Mandatory Offer ).

• The rules on voluntary offers apply if the offer is accepted by the recipients of the offer, triggering an obligation to make an offer for the offeror (i.e. more than 1/3 of the voting rights of the target company) ( Voluntary Offer ).

The Takeover Rules will not apply in case of acquisitions or holdings of shares representing 1/3 or less of the voting rights of a listed target.

Typical structure: A takeover in Norway typically takes place through a structured process where it is planned to acquire all shares in a target company through a negotiated Voluntary Offer supported by the board of the target company. After the Voluntary Offer is completed, an obligation to make a bid and a requirement to make a Mandatory Offer are triggered if the Voluntary Offer results in ownership of more than 1/3. If the offeror has acquired nine tenths or more (or another threshold applicable under local company law), a compulsory transfer of the remaining shares may be carried out. This may take place without a prior Mandatory Offer, if the Voluntary Offer results in ownership of more than nine tenths and on further terms.

Mandatory Offer: The obligation to make a Mandatory Offer for the remaining shares in a listed company is triggered if a person/entity, alone or in concert with others, directly or indirectly, acquires 1/3 of the votes in a listed company, either through a Voluntary Offer or otherwise. A so-called repeated offer obligation is triggered for the person who, through acquisition, becomes the owner of shares representing more than 40% and 50% of the votes in the company.

The Mandatory Offer obligation ceases to apply if the shareholder sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the Mandatory Offer obligation was triggered.

When an agreement has been entered into for an acquisition that will trigger a mandatory bid, the party that has or will be subject to a mandatory bid shall immediately notify the Norwegian Financial Supervisory Authority (as the bid authority) and the target company in question. The notification shall state whether a Mandatory Bid will be made or whether a sale will be made to reduce the ownership interest below the relevant bid threshold. Notification that a Mandatory Bid will be made cannot, as a general rule, be withdrawn.

Hostile bids: There are no legal restrictions on hostile bids, i.e. offers without recommendation or participation on the part of the target. Hostile bids have not been very common in the Norwegian market the recent years.

Confidentiality: The offeror and the target company will usually enter into a confidentiality agreement at an early stage in the process. The takeover rules do not contain any specific rules on confidentiality before an offer is announced. However, a potential offer may constitute inside information (depending on a specific assessment) which the target company will be obliged to disclose to the market immediately under the rules on ongoing obligations for listed companies. The target company may be entitled to use deferred disclosure subject to, among other things, the requirement that the information be kept confidential. Insider trading and the unlawful dissemination of inside information are prohibited.

Irrevocable undertakings: A takeover process is usually commenced by solicitation by bidder of irrevocable undertakings from key shareholders prior to announcement of an offer, subject to the rules on handling of inside information. A possible takeover offer will normally be considered inside information, and shareholders who receive the inside information are barred from trading in the share until the information has been settled or the transaction has been cancelled. Furthermore, the solicitation cannot target a too broad group of shareholders if not to be regarded de facto as a Voluntary Offer. Such irrevocable undertakings are typically drafted as either "soft" irrevocable in which the selling shareholder commit to accept the offer it no higher competing bid is made or "hard" irrevocable in which the selling shareholder commits to accept the offer regardless of any subsequent higher competing offer.

Flagging obligation: The obligation to send a flagging notification may be triggered by the acquisition of shares and by the receipt of advance acceptances if the offeror receives an ownership interest that results in one of the following thresholds being reached or exceeded: 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and 90%. Exceeding new thresholds as a result of further acquisitions or receipt of advance acceptances will trigger the obligation to send a new flagging notification.

Primary insider notification obligation: If the offeror is itself a primary insider in the target company, or if any primary insiders are to enter into advance acceptances or sell shares in the takeover bid, typically the board or management, an obligation to notify the transaction will be triggered, regardless of the number of shares the transaction involves.

Restrictions on the target company: After the target company has been notified that a Voluntary Offer or Mandatory Offer is to be made and until the offer period has expired and the result is clear, the board of directors of the target company or the general manager may not make decisions on, among other things, the issuance of shares in the target company or in a subsidiary, the merger of the company or a subsidiary, the sale or purchase of significant areas of business and the sale or purchase of the company's shares. However, these restrictions do not apply to dispositions that are part of the company's normal ongoing business operations, or cases where the general meeting has granted authorization to make decisions with a view to acquisition situations, but the extent of such flexibility must be assessed in each individual case.

Agreements between bidder and target: In a Voluntary Offer, it is usual for bidder and target to enter into a transaction agreement, including provisions on due diligence, time table, conditions for making a bid, exclusivity, non-solicitation, matching right, etc.

Break fee: There are no specific rules on break fee in the Takeover Rules. According to the non-binding Norwegian Corporate Governance Code, any financial compensation should be limited to the costs bidder has incurred in making the bid.

Conditions: Voluntary offers can be made subject to conditions, and are only limited by the prohibition of discrimination against shareholders. Examples of conditions are (i) acceptance threshold (for instance 90% or 67%), (ii) acceptable financing, (iii) Norwegian Competition Authority approval, (iv) other approvals and waiver of change of control provisions and (v) other conditions, for instance due diligence. Conditions can be structured so that they can be waived or amended by the bidder.

Mandatory offers cannot be conditional. A takeover procedure is therefor often initiated by way of a Voluntary Offer in which conditions can be set.

Offer/offer document: Offers and offer documents must be approved by Finanstilsynet, in its capacity as supervisory authority, before the offer can be made. This applies to both Voluntary Offers and Mandatory Offers.

Restrictions on foreign ownership of shares: As a general rule, there are no restrictions on foreign ownership of shares in Norwegian companies, but in some sectors general ownership restrictions apply, e.g. in the financial sector. Norwegian FDI rules on national security issues give the authorities broad powers to block transactions of importance to national security. It is recommended to conduct an analysis of whether potential target companies are involved in types of activities that fall within the scope of these rules.

Information or consultation with employees: In Voluntary and Mandatory Offers, both bidder and target have a duty pursuant to the Takeover Rules to inform the employees immediately after the bid is published. If target board receives in reasonable time a separate opinion from the employees on the effects of the bid on employment, that opinion shall be appended to the statement from the board on the bid.

Consideration: In Voluntary Offers, the consideration may consist of cash, shares or a combination thereof. In Mandatory Offers, the consideration shall comprise cash. Settlement in another form may be offered; however, shareholders are entitled to demand cash.

Offer price: There is no regulation of offer price in Voluntary Offers.

In Mandatory Offers, the offer price shall as a main rule be at least as high as the highest price bidder has paid or agreed to pay for shares in target in a period of six months prior to the time the Mandatory Offer obligation was triggered. If it is clear that the market price at the time the Mandatory Offer obligation was triggered is higher than the highest price paid or agreed to be paid by bidder in the last six months, the offer price shall be at least as high as the market price. If bidder, after the Mandatory Offer obligation was triggered and before expiry of the offer period, has paid or agreed to pay a higher price than the offer price, a new offer shall be deemed to have been made with an offer price equivalent to the higher price.

Forced transfer: The threshold for carrying out a forced transfer is set out in the company legislation of the country in which the target company is registered.

If target is domiciled in Norway, if bidder alone or through subsidiaries owns nine tenths or more of the shares and voting rights in target, bidder may resolve take over the remaining shares in target, typically at the price offered in the takeover bid. The minority shareholders have a corresponding right to force redemption of their shares.

If, after making a Voluntary Offer, the offeror has acquired more than nine-tenths of the shares and votes in the target company, the compulsory transfer of the remaining shares may be carried out without a prior Mandatory Offer if: (i) compulsory redemption is implemented no later than 4 weeks after the acquisition of shares in the Voluntary Offer has been completed, (ii) the redemption price per share corresponds to at least the lowest amount the offer price would have been in a Mandatory Offer, and (iii) a similar guarantee is provided as when making a Mandatory Offer, i.e. guaranteed by a financial institution. Finanstilsynet will check whether the conditions are met.

If bidder completes a squeeze-out within three months after the expiry of an offer period, the redemption price shall be determined on the basis of the offer price, absent specific reasons indicating another price.

If target is domiciled in Norway, minority shareholder may object to the offer price within a specified deadline of at least two months' and demand that Norwegian courts determine the offer price.

Delisting: A listed company may apply to the exchange for delisting of the company's shares if the general meeting has approved this with a majority as for amendments to the articles of association (2/3 under Norwegian company law). Euronext Oslo Børs may decide on delisting.

Proposal for changes to the takeover rules: In 2019, the Securities Act Committee presented proposals for changes to the Norwegian rules on takeover bids, cf. NOU 2019: 1. Key themes in the proposal include requirements for preparations in the pre-bid phase and further regulation of Voluntary Offers. The proposal is still under consideration.

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This memo is written as a general overview and should not be regarded as specific advice and we recommend that you seek specific legal advice from Norwegian counsel should you consider making an offer for a company listed in Norway. This memo is limited to selected matters and should not be perceived as exhaustive. In particular, we do not address tax and accounting regulations. There are relevant issues in relation to a takeover-situation that are not covered herein.

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