Takeover bids
Last published: 1 April 2025
By virtue of its role as the Norwegian takeover supervisory authority, Finanstilsynet reviews and approves bids and offer documents in connection with takeovers of Norwegian companies with shares listed on a Norwegian regulated market, and ensures that the rules of Chapter 6 of the Securities Trading Act are complied with.
Review of bids and offer documents
Finanstilsynet approves bids and offer documents prepared in connection with voluntary and mandatory bids, and ensures that the rules of Chapter 6 of the Securities Trading Act are complied with by the offeror and the offeree company throughout the takeover process.
The guidance on the review of bids and offer documents provides more details about the review process.
Exemption from the mandatory bid obligation in the case of acquisition by someone with whom the acquirer is consolidated
The obligation to launch a bid applies on a consolidated basis, which means that a shareholder's own shares are considered equal to shares owned or acquired by related parties as mentioned in Section 2-5 of the Securities Trading Act. Finanstilsynet decides whether consolidation shall be carried out.
Finanstilsynet may in special cases make exceptions from the bid obligation in the event of acquisition by someone with whom the acquirer is consolidated.
Applications for exceptions should be sent to Finanstilsynet at takeovers@finanstilsynet.no.
Compulsory acquisition of shares following a voluntary offer
Finanstilsynet checks whether the conditions for forced transfer of the remaining shares without a prior mandatory bid are met. Please note that the offeror should determine the time schedule and approval process at an early stage.
The guidance on compulsory acquisition of shares following a voluntary offer provides more details about the approval process.
Takeover bids with links to more than one state
Special rules regarding shared jurisdiction and supervision apply for companies listed on a regulated market in Norway with registerd office in another EU/EEA state.
Euronext Oslo Børs, by virtue of its former role as the Norwegian takeover supervisory authority, has made a guidance document ('Rule Document') on which provisions in Chapter 6 of the Securities Trading Act will apply in connection with takeover bids for companies with links to other EEA states than Norway. In case of inconsistency between the statutory provision and the Rule Document, the statutory provision will take precedence.
For Norwegian companies with shares listed on both a Norwegian regulated market and a regulated market in a state outside the EU/EEA, and for companies with shares listed on a Norwegian regulated market whose registered office is in a state outside the EU/EEA, exceptions from some or all Norwegian rules on takeover bids may be made.
Euronext Oslo Børs provides a list, "listed companies' home state", on its website, containing information about companies listed on Euronext Oslo Børs and Euronext Expand Oslo. The list is continuously updated, and indicates whether a company is subject to Norwegian takeover rules and whether it is subject to the EU/EEA rules regarding shared jurisdiction and choice of law, see:
Questions about the choice of law for takeover bids with links to more than one state and applications for exceptions should be sent to takeovers@finanstilsynet.no.
Fees and payment details
The relevant fees and payment details for the takeover supervisory authority's tasks are effective from 1 April 2025.
Practices, clarifications and decisions
Finanstilsynet will regularly publish decisions, clarifications, practices and other relevant information related to takeover bids.
Rules and regulations
The Securities Trading Act Chapter 6 regulates mandatory and voluntary bids in connection with acquisitions of listed companies. The Act implements Directive 2004/25/EC on takeover bids (‘Takeover Bid Directive’) in Norwegian law.
Decisions and statements from the former takeover supervisory authority and the Stock Exchange Complaints Board
Finanstilsynet took over the function as takeover supervisory authority from Euronext Oslo Børs on 1 April 2025. The Stock Exchange Complaints Board acted as an appeal authority for decisions made by Euronext Oslo Børs in its role as takeover supervisory authority.
Contact
Any questions should be directed to: takeovers@finanstilsynet.no.