The Norwegian rules on takeover bids are stipulated in the Norwegian Securities Trading Act Chapter 6 and the Securities Trading Regulations Chapter 6. The rules implement Directive 2004/25/EF on takeover bids (the Takeover Directive).
The mandatory offer obligation
The obligation to make a mandatory bid is triggered by the acquisition of shares representing more than 1/3 of the voting rights in a company listed on a Norwegian regulated marked.
Repeated mandatory offer obligation
The mandatory bid obligation is again triggered by acquisitions of shares representing more than 40 % and 50 % of the voting rights (repeat bid obligation).
If a shareholder has crossed a mandatory bid threshold in such a way as not to trigger the mandatory bid obligation (e.g. by shareholders coming together to act in concert), a mandatory bid obligations is triggered by any subsequent acquisition that increases the shareholder’s proportion of voting rights.
Sales of shares
A shareholder who crosses the mandatory bid threshold will avoid the obligation to make a mandatory bid by selling the proportion of shares which exceed the threshold within four weeks of the date on which the mandatory bid obligation was triggered.
The rules on voluntary bids apply to offers to purchase shares made to multiple recipients where the mandatory bid obligation comes into play if the offer is accepted by the recipients of the offer.
Norwegian takeover legislation
Oslo Børs is the takeover supervisory authority for companies that are subject to the Norwegian takeover rules. The Norwegian takeover rules apply in connection with voluntary and mandatory bids for shares in Norwegian and (subject to certain exemptions) foreign companies listed on Oslo Børs or Oslo Axess. Specific rules on shared jurisdiction and supervision apply in connection with takeover bids on companies listed on Oslo Børs or Oslo Axess but domiciled in an EEA State other than Norway.