Guidance on compulsory acquisition of shares following a voluntary offer

Introduction

Forced transfer of the remaining shares without a prior mandatory bid may be carried out subject to further conditions. Finanstilsynet oversees whether the conditions for such forced transfer are met. 

Terms and conditions for forced transfer without a prior mandatory bid 

Where the offeror, after making a voluntary bid, has acquired more than nine tenths of the voting shares of the offeree company and a corresponding proportion of the votes that can be cast at the general meeting, shares may be forcibly transferred without a prior mandatory bid having been made provided the following conditions are met:

1. forced transfer is initiated at the latest four weeks after the acquisition of shares by voluntary bid
2. the redemption price corresponds at least to the lowest bid price that would have resulted from a mandatory bid
3. the same guarantee is provided as in the case of a mandatory bid

The review process 

The offeror shall answer certain control questions related to price and transactions (see below). Completed control questions shall be sent in Word format, together with a draft guarantee document for review. 

Before the bid can be approved, the offeror must have submitted documentation that the offeror owns more than 90 per cent of the shares in the offeree company (transcript from VPS), a certified copy of the board's decision on forced transfer, a signed guarantee from the bank and confirmation that the implementation date for forced transfer is no later than four weeks after the acquisition of shares by voluntary offer has been completed.

Please note that the offeror should determine the schedule and approval process at an early stage. Applications for the review of bids and other written inquiries shall be sent to takeovers@finanstilsynet.no.

• Control questions related to price and transactions (docx)
• Information about guarantee: ‘Guidance on the review of bids and offer documents’, section 3.4.