Norwegian Private M&A Survey – Statistics and Trends - 2021 edition by BAHR

Norwegian Private M&A Survey

Statistics and Trends 2021 Edition

CONTENTS Editorial team 02 Norwegian M&A at a glance – 2020 in review 03 Foreword 04 Trends in Norwegian SPAs 11 BAHR credentials 26 The Legal M&A Powerhouse in Norway 30 BAHR’s M&A Group 32

Editorial team ØYSTEIN GUVÅG

MARI LIVERØD

PARTNER

ASSOCIATE

T +47 908 31 527 E ogu@bahr.no

T +47 478 43 912 E maliv@bahr.no

LARS OLAV VISET

DIDRIK KROHG

SENIOR ASSOCIATE

ASSOCIATE

T +47 932 80 297 E laovi@bahr.no

T +47 473 18 489 E dikro@bahr.no

PER AKSEL HAMMER KROG SENIOR ASSOCIATE T +47 909 46 904 E peakr@bahr.no

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Norwegian M&A at a glance – 2020 in review

316

DEALS

Norwegian targets Overall volume on par with 2019

44%

Most active sectors

of deals had foreign bidders in 2020, up from 42% in 2019 (45% in 2018)

Most valuable sectors

#1: TMT (22.0%)

#1: Real estate (€5.27bn)

#2: Industrials & chemicals (16.9%)

#2: Transportation (€2.01bn)

#3: Business services (16.2%)

#3: Energy, mining & utilities (€1.75bn)

Deal value increased by 9% from 2019* €24.2bn €22.2bn

2020 2019 2018

€12.1bn

* Numbers for 2020 include several bids for Entra ASA, totalling €14.7bn Source: Mergermarket

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FOREWORD Welcome to the 2021 edition of BAHR’s Norwegian Private M&A Survey. In this report, we share our insights on the latest development on key terms and trends in the Norwegian M&A market. After several years of record-setting activity, 2020 kicked off with a widespread anticipation of continued high pace in the M&A market. While expectations were largely met in the beginning of the year, overall the M&A year 2020 was unavoidably impacted by the covid-19 pandemic and related macro events. Despite the upheaval, the M&A market showed remarkable resilience and versatility and activity levels in the beginning of 2021 show signs of regained optimism and determination amongst dealmakers.

Norwegian targets: Development in deal volume and value over the last decade 350 300

Deal volume

250

200 150

100

0 10

Deal value (EUR bn)

Deal volume Source: Mergermarket

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Øystein Guvåg, Partner and Head of BAHR’s Corporate M&A group

As the covid-19 pandemic set in during 1Q20, market players saw themselves faced with an array of novel challenges and uncertainties that adversely impacted deal appetite and resulted in a global slowdown in M&A activity. Forecasting future earnings became increasingly contentious, and many deals were aborted or shelved as bidders’ adjusted valuations failed to meet sellers’ price expectations. Traditional tools for bridging valuation gaps between parties, such as earn-outs or other types of

contingent deferred payment structures, generally proved futile as market players were caut ious to move w ithout clearer visibility on the shortand long-term effects of the pandemic. At the same time, the Norwegian economy suffered a double hit a s oil pr ices plummeted to record-low levels from December 2019 through the spring months of 2020. This forced many businesses to direct their at tention to immediate operational and legal 5

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concerns, leaving less room to pursue growth or strategic transactions. The initial shock waves of the pandemic also left stock exchanges trembling worldwide, and the Oslo stock exchange benchmark index hit rock bottom on 23 March 2020 at 635.93, down some 33% from 20 February 2020. Globally, 1Q20 saw a tangible d e c l i n e i n d e a l a c t i v i t y, followed by a steep dive in 2Q20 as lockdowns rippled across market s. Compared to the same quarter of 2019, deal count was down 35% (from 5,224 to 3,380) in 2Q20. Despite the slowdown in the initial phase of the pandemic, global activity quickly bounced back during late spring and early summer and the upward

trajectory continued through the remainder of the year. In fact, as a result of this surge in activity, year-on-year value decline ended at relatively modest 6.6% (from EUR 2,844bn to EUR 2,655bn). For private M&A, the global trends were largely mirrored in the Norwegian market in 2020, however the rebound from 3Q20 onwards was even more pronounced with a recordhigh deal count of 98 in 4Q20. Overall the year recorded 316 deals in the Norwegian M&A market, on par with 2019 which ended at 315. Adjusted for multiple bids for the Norwegian real estate company Entra ASA, aggregate deal value was down from EUR 22.2bn in 2019 to EUR 14.6bn. While M&A markets were

Global M&A activity by volume (4Q17 - 4Q20)

6,000

5,250

Deal volume

4,500

3,750

3,000 4Q17

1Q18

2Q18

3Q18

4Q18

1Q19

2Q19

3Q19

4Q19

1Q20

2Q20

3Q20

Source: Mergermarket

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4Q20

2,500

2,000

1,500

1.000

No. of Exits

2020

2019

2018

2017

2016

2015

2014

2013

2012

2011

2010

0 2009

0 2008

2007

500

Aggregate Exit Value ($bn)

3,000

2006

No. of Exits

Global private equity-backed buyout exits (2006 - 2020)

Aggregate Exit Value ($bn) Source: Preqin Pro

adversely affected, pressure on alternat ive investments increased and debt and capital markets were highly active. In Norway, Oslo’s market places saw 54 IPOs in 2020, making it the hottest newcomer market in Europe. One notable, but not surprising, effect of the pandemic was that the Nor weg ian M& A market became very selective. While industries such as travel, tourism and retail have suffered severely, appetite for companies within the technology, media

and telecoms (TMT) sector h a s n ot w a n e d , a n d t h at sector accounted for some 22% of the Norwegian deals in 2020. In particular, software and IT companies continued to attract high valuations as the digitalisation trend was propelled by lockdowns and travel restr ic t ions. A clear display of this trend was the listing of video technology company Pexip, which yielded tremendous interest and represented the largest ever listing of a tech company in the Nordics. The same trend was seen in the global M&A market, 7

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where sectors such as pharma, health and life sciences were also booming in the wake of the covid-19 outbreak. Although there remain some uncertainties on the horizon, the fundamental drivers of a wellfunctioning M&A environment appear to be intact; cash is still inexpensive and there is an abundance of dry powder in the market waiting to be d e p loye d. M o re ove r, d e a l count reached record levels in 4Q20, seemingly undeterred by set-backs in terms of rising cases. We also observe a steady demand in the beginning of 2021, with fierce competition for the most at tract ive target s and corresponding e q uit y valuat io ns . Pr ivate equity sponsors continue to fundraise, source and execute new investment opportunities, and coupled with a potential overhang of matured portfolio companies there are signs that the high deal pace will continue. Look ing fur ther into 2021, the current behaviour of the market players indicates that the positive trend will subsist as vaccine rollouts continue and markets eventually reopen. IT, software and digitalisation

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targets are expected to remain catalysts in the Norwegian M&A market. At the same time, attention to green technologies a n d re n ew a b le e n e r g y i s increasing as players look to position themselves for the next industrial megatrends. In this latest edition of our report, we provide you with our updated analysis of key terms and conditions used in recent private M&A deals in Norway and present the latest market trends as we observe them. This year’s survey is based on 120 sale and purchase agreements (SPAs) signed in the period from 2017 through 2020 and involving parties advised by BAHR. This includes representat ion of both sellers and buyers as well as entrepreneurs, industrials a n d f i n a n c i a l s . M o re ove r, the selection includes SPAs concluded both on the basis of auction and bilateral processes. Our selection of SPAs is based on what we consider to be a representative sample of the Norwegian M&A market, excluding, inter alia, pure assetbased transactions. Further, our selection has been limited to SPAs governed by Norwegian law.

BAHR’s position continuously allows us to advise both on the key transactions and on a large number of deals in total. This equips us with deep insight with respect to market terms and prevailing trends, and we actively seek to employ this experience to provide up-todate and value-add advice and services to our clients.

As always, we hope this year’s report brings you insights and perspectives that may be useful to you. Enjoy the read, and don’t hesitate to reach out if you want to dig deeper into the details.

ABOUT THE SELECTION

>120

Number of reviewed SPAs

TYPE OF SELLER

49% 27%

Management/ Financial founder

NOK

96bn

Equity value of analysed deals

TYPE OF BUYER

50%

Financial

Industrial

24%

Industrial

2017-2020

66:34

Time period covered

Bilateral/structured process ratio

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Trends in NORWEGIAN SPAs

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Locked box is the dominant pricing mechanism

67%

USE A LOCKED BOX MECHANISM

56%

Closing balance sheet 33%

27% Locked box 67%

No interest

• In a locked box deal, the target is priced based on a historical balance sheet, providing certainty of price at closing and effectively transferring economic exposure to the buyer before closing • Locked box pricing is often paired with interest (or other top-up element) on the equity price from the reference date to closing, particularly if the target is profitable

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3- %

3% - 5%

5+ - 7%

7+ - 9%

9+% - 11%

• A small number of deals include “hybrid” mechanisms, e.g. reference accounts prepared after signing but before closing • The locked box mechanism is often perceived as more seller friendly, and it continues to dominate in deals between financial parties (94%) • Deals between industrials displayed the opposite trend, relying on closing balance pricing in 70% of the reviewed agreements

Earn-out and other deferred contingent payments

27%

INCLUDE AN EARN-OUT OR DEFERRED CONTINGENT PAYMENTS

Yes 27%

No 73%

• More than one in four deals includes some type of earn-out or deferred contingent payment regime • Divergent views between buyers and sellers on future prices and/or performance explain such regimes, especially in the energy sector • Earn-out clauses are most commonly linked to the EBITDA level of the target company for the current or subsequent financial year, but can also be linked to specific future events

• Comparing standalone statistics for 2017 with 2020, the use of such regimes increased from 33% to 44%, mainly driven by a temporary surge in the early phase of the covid-19 outbreak • Following the market rebound from 3Q20 onwards, we observed strong competition for attractive targets and a decrease in the use of earn-outs, and this trend continued through 1Q21

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Warranty insurance or other security relatively common

50%

INCLUDE SOME TYPE OF SECURITY FOR WARRANTY CLAIMS

M&A insurance

Separate guarantee

21%

Set-off ability

Escrow/retention

No security

• Some 21% of the secured deals were insured through an M&A insurance policy • Apart from M&A insurance, security is typically established in the form of a retention or escrow arrangement or separate guarantee(s) • The size of the retained/escrow amount varies significantly • Despite its convoluted nature, a buyer’s ability to set off deferred

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13%

50% or contingent (including earn-out) payments against the seller’s liability for warranty breaches can represent important security in practice (set-off is normally justified unless expressly prohibited in the SPA, and effectively shifts the procedural burden to the seller) • The use of, and distribution amongst, different security types remains stable

No material adverse change as a condition for closing

50%

INCLUDE A TRUE MAC OR “WARRANTY MAC” CLAUSE

MAC 17%

No MAC 50%

“Warranty MAC” 33%

• A true MAC clause provides the buyer with an option not to close the deal if there has occurred any material adverse change in, or material adverse effect on, the target company between signing and closing • In most cases, the “MAC out” is a “target business MAC” only, not a “market MAC” or “industry MAC” • In addition to true MAC clauses, which traditionally have been rare in Norway, 33% of the deals were conditioned upon the seller’s

warranties remaining true and correct at closing • The use of MAC and equivalent clauses is often driven by conditions attached to the buyer’s debt financing and/or the exclusion of coverage for matters arising between signing and closing in M&A insurance policies • Standalone statistics for 2020 indicate a certain uptick as 63% of the deals contained a true MAC or “warranty MAC” clause

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Extensive use of general disclosure warranties

91%

INCLUDE A GENERAL DISCLOSURE WARRANTY

No 9%

Yes 91%

• Our survey confirms that there is a clear market practice in Norway for inclusion of general disclosure warranties, with only negligible variations between different types of sellers • Disclosure warranties typically include knowledge and/or materiality qualifiers • The trend is likely fuelled by legal tradition and applicable background law in Norway, pursuant to which

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sellers of an undertaking (including shares) will be subject to a statutory duty of disclosure towards the buyer • Application of background law is normally explicitly excluded and replaced by exhaustive representations and warranties in SPAs, however some SPAs are silent on the matter and thus potentially subject to the principles of background law

Scope of disclosure warranties and effect of buyer’s knowledge

SCOPE OF DISCLOSURE WARRANTIES

INCLUSION OF AN ANTISANDBAGGING PROVISION 84%

53%

47%

16%

Information in the dataroom only

All information provided to buyer

• The inclination to accept the broader scope of the disclosure warranty is somewhat more pronounced among founder/ entrepreneurial sellers (56%) than it is among financial sellers (44%) • Limiting the warranty to information in the data room facilitates control and makes it easier for the seller to correct information that is wrong or inaccurate • In addition to warranting that disclosed information is true and

Yes

accurate, sellers also commonly warrant (usually with a knowledge qualifier) that the disclosed information is complete • A clear majority of deals include explicit “anti-sandbagging provisions” barring claims based on matters known to the buyer at signing • Most SPAs exclude seller liability if the matter had been “fairly disclosed” prior to signing

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No seller accepted more than 24 months general warranty period

55d

47%

AVERAGE NOTICE PERIOD Buyer’s time to react on warranty claims

USE A 18 MONTHS WARRANTY PERIOD FOR GENERAL WARRANTIES

34%

23%

24 months 33%

12 months 20%

16%

15% 12%

30 days

45 days

60 days

90 days

within reasonable time

• Time limits for bringing claims were agreed in all transactions • An average 18 months general warranty period from closing allows the buyer at least one audit-cycle to be completed post-transaction • Pursuant to some SPAs, failure to notify within the notice period does not bar the buyer from bringing the claim, however excess loss resulting from the delay is not recoverable

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18 months 47%

• The warranty period for fundamental warranties, such as title, are invariably longer (see next page) • General warranty periods of 24 months are becoming increasingly frequent, especially among financial sellers (41%), and this trend correlates with the increasing use of M&A insurance (where 24 months has become the standard)

Fundamental, tax and environmental warranties last longer FUNDAMENTAL WARRANTIES Vary significantly more than warranty periods for general warranties

29% 29%

19% 19%

15% 15%

8% 8%

18 months 3 years 5 years 18 months 3 years 5 years

7 years No 7 years limitation No limitation

TAX WARRANTIES Common to link tax warranties to statutory limitation periods

ENVIRONMENTAL WARRANTIES Often in line with period for general warranties, however more common with longer warranty periods 33% 33%

32% 32%

42% 42%

37% 37%

18% 18% 9% 9%

8% 8%

18 months 3 years 5 years 18 months 3 years 5 years

7 years Statutory 7 years limitation Statutory limitation

18 months 2 years 18 months 2 years

11% 11%

10% 10%

3 to 5 years 3 to 5 years

5 years + 5 years +

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Not common for sellers to accept uncapped liability

33%

AVERAGE WARRANTY CAP

21% weighted average

35%

LIMIT LIABILITY TO DIRECT LOSSES

WARRANTY CAP IN PERCENTAGE OF PURCHASE PRICE

100% + 100% 75-99% 50-75%

2% 5%

Direct loss only 35%

3% 5%

35-50% 25-35%

26% 17%

20-25% 0-20%

25% 17%

• A cap on the seller's liability was agreed in all transactions • However, breach of fundamental warranties or specific indemnities was typically excluded from the caps or subject to a separate cap at 100% of the purchase price • The trend is that liability caps are linked to a percentage of the purchase price, and that deals with

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Reasonably foreseeable loss 65%

a higher value have a lower liability cap (in percentage of purchase price) compared to deals with lower values • A majority of the sellers accepted liability for reasonably foreseeable (direct and indirect) loss suffered by the buyer, and among founders/ entrepreneurs 80% accepted such broader liability

De-minimis typically 0.1% of purchase price

0.18%

AVERAGE DE-MINIMIS OF PURCHASE PRICE

0.1%

WEIGHTED AVERAGE DE-MINIMIS OF PURCHASE PRICE

DE-MINIMIS IN PERCENTAGE OF PURCHASE PRICE 36%

25%

18% 16%

No de-minimis 0-0.09%

0.09-0.11%

• Most SPAs contain protection against liability for insignificant losses • The usual starting position for deminimis threshold is 0.1% of the purchase price, but our survey shows widespread variations

0.11-0.15%

0.15% +

• As with the warranty cap, for transactions with large purchase prices, de-minimis liability thresholds (as percentages of purchase price) are generally lower than for transactions with lower deal value

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Basket typically 1% of purchase price

1.30% 2%+ 13%

AVERAGE BASKET IN % OF PURCHASE PRICE

No basket 5%

Basket in % of purchase price

Deductible 20%

0-1% 41%

1-2% 41%

• Most SPAs contain a “basket” liability threshold to prevent buyers from claiming compensation unless their total loss exceeds a certain level • Tipping baskets are predominant, meaning that if aggregate losses exceed the basket threshold, the seller will be liable for the full amount

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0.97%

WEIGHTED AVERAGE BASKET IN % OF PURCHASE PRICE

Tipping basket vs deductible

Tipping 80%

• However, deductible baskets are also frequently used and seen in every fifth deal

Non-compete and non-solicitation restrictions are common

64%

INCLUDE NON -COMPETE RESTRICTIONS

2yrs

IS THE MOST COMMON TIME PERIOD

3y+ 6%

0-1y 4% 1-2y 3%

No 36% 2-3y 40% Yes 64%

• The majority of the SPAs contain non-compete (preventing sellers from competing with the target business after completion) and/or non-solicitation (preventing sellers from approaching employees or customers) undertakings • Most of the SPAs that contained a non-compete clause also contained a non-solicitation clause with a similar restrictive period

2y 47%

• Two years is the most common time period for non-compete and nonsolicitation undertakings, however we observe that three years’ noncompete is becoming increasingly common and this trend appears to correlate with the growing number of tech assets in the M&A market

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Use of M&A insurance

21%

INCLUDE M&A INSURANCE

Insured 21%

No insurance 79%

• M&A insurance is often considered • More frequently used when financial parties were involved (37% M&A-insured deals for transactions with a financial seller) • Facilitates a “clean exit” and immediate distribution of sale proceeds, which is particularly key to private equity sponsors

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• While M&A insurance takes some of the edge off the from negotiation of the warranty catalogue, which otherwise involves numerous contentious topics, insurers require thorough due diligence to be performed • When looking at 2020 alone (27%), there is a noticeable increase in use of M&A insurance compared to 2017 (14%)

Ordinary courts the most used dispute resolution mechanism

51%

AGREED TO USE ORDINARY COURTS

Arbitration 49% Ordinary courts 51%

• Ordinary courts in Norway is the preferred dispute resolution mechanism • Oslo District Court is the most common legal venue

• Increased appetite for arbitration as dispute resolution mechanism (when looking at 2020 alone, 63% of the deals had arbitration as agreed legal venue, compared to 38% in 2017)

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BAHR credentials

Oslo, Bjørvika: The Opera House and MUNCH, the new Munch museum

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Recent transactions advised by BAHR

Sale of Spacemaker AS to Autodesk, Inc.

Acquisition of 52% stake in Pearl Group AS

Merger with Eni Norge

JV combining MHWirth and Baker Hughes’ Subsea Drilling Systems business

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Acquisition of Shell OlieOg Gasudvinding Danmark B.V. from Royal Dutch Shell Plc.

Acquisition of Gjensidige Bank ASA from Gjensidige Forsikring ASA

Sale of 60% of Luminor Group to Blackstone

Acquisition of Tampnet from EQT

Minority investment by Accel in Cognite AS

Acquisition of Capricorn Norge AS from Cairn Energy

Acquisition of 75% stake in Smart Retur AS

Formation of industrial group Moreld

Acquisition of Viking Redningstjeneste

Acquisition of eBay Classifieds Group

Acquisition of 75% stake in Mainstream Renewable Power

Acquisition of Boreal Norge from Cube Infrastructure

Acquisition of SuperOffice AS

Acquisition of Edison Norge AS from Edison

Sale of Solveig Gas

Restructuring and ownership acquistion of Eidsiva

Acquisition of Cegal Group AS

Sale of CapeOmega to Partners Group

Acquisition of SG Finans AS

Acquisition of Kruse Smith Eiendom AS

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The Legal M&A Powerhouse in Norway • Corporate M&A has formed the core of BAHR’s practice since its inception over 50 years ago and transactional work is at the very heart of everything that BAHR does. • Our M&A team has consistently been ranked Tier 1 by all leading rating agencies, and it remains so today. Our practice covers all types of private and public transactions, including private acquisitions, public takeovers, co-investments, other syndicated transactions, restructurings and exits, joint ventures, IPOs, mergers and demergers. • The team draws on expertise from across the firm and all main industries to bring clients a comprehensive service with a commercial and tailored outlook. A seamless approach to large, complex and often multijurisdictional corporate transactions is among the hallmarks of BAHR’s practice. • We believe well-organized and focused teams based on the ”best person for the job” principle are best suited to efficiently work on complex matters. While we will never compromise on the staffing and resources required to do the job, we aim at a lean and costefficient approach, as evidenced by our slogan: “Small teams for big matters”

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Eu ro pe

00 10 IF LR

rs be am

Top ratings, Tier 1 and Band 1, in all the major national and international rankings for Corporate M&A

Corporate firm of the year Norway. -IFLR Europe awards 2021 Outstanding team offering expertise on all corporate and M&A matters, including both public and private transactions.

- Chambers Global

BAHR’s ‘first-class legal knowledge’ makes it a powerhouse in the market for domestic and international M&A, regularly handling high-profile mandates with notable expertise in the private equity, energy, real

- Legal 500 estate and infrastructure sectors”

BAHR is a leader in the market for large transactions, with considerable strength in the oil and energy sector, and an impressive track record in infrastructure deals and real estate M&A. 'With a wide range of knowledge and capabilities', the group has an impressive roster of clients, ranging from engineering companies to international investors. Other core segments of the practice include work in the private equity space, with an excellent fund formation, investment fund and asset management practice"

- Legal 500 31

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BAHR’s M&A Group ANDREAS RØRVIK

ANNE DAHL FRISAK

PARTNER

T +47 916 04 805 E aro@bahr.no

T +47 918 38 267 E andfr@bahr.no

ANNE SOFIE BJØRKHOLT PARTNER T +47 970 22 193 E asb@bahr.no

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ARNE TJAUM PARTNER T +47 950 39 851 E at@bahr.no

ASLE AARBAKKE

BERET SUNDET

PARTNER

T +47 928 81 441 E aaa@bahr.no

T +47 928 81 385 E bsu@bahr.no

BØRRE SOFUS ARNET

CAMILLA JØTUN

PARTNER

T +47 930 54 063 E bsa@bahr.no

T +47 930 33 455 E camilla.jotun@bahr.no

ERIK LANGSETH

GEIR GUSTAVSSON

PARTNER

T +47 412 16 634 E ela@bahr.no

T +47 982 40 524 E ggu@bahr.no

JONATHAN UGGEDAL

JON CHRISTIAN THAULOW

PARTNER

T +47 47 611 176 E jongj@bahr.no

T +47 905 29 550 E jct@bahr.no

LARS G. NORHEIM

LARS KNEM CHRISTIE

PARTNER

T +47 928 80 030 E lgn@bahr.no

T +47 924 95 977 E lkc@bahr.no

MORTEN P. SMØRDAL

OLE ANDREAS DIMMEN

PARTNER

T +47 911 98 980 E mps@bahr.no

T +47 414 388 21 E oadim@bahr.no

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PETER HAMMERICH

ROBBIN BAKKEN

PARTNER

T +47 928 81 389 E ph@bahr.no

T +47 934 09 900 E rba@bahr.no

ROLF JOHAN RINGDAL

RUNE SVOREN

PARTNER

T +47 400 63 333 E rjr@bahr.no

T +47 928 81 428 E rs@bahr.no

STIG KLAUSEN ENGELHART

SVEIN GERHARD SIMONNÆS

PARTNER

T +47 470 11 112 E skl@bahr.no

T +47 908 31 527 E sgs@bahr.no

THOMAS K. SVENSEN PARTNER T +47 924 04 921 E tks@bahr.no

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Key Contacts ØYSTEIN GUVÅG

LARS KRISTIAN SANDE

PARTNER

T +47 908 31 527 E ogu@bahr.no

T +47 908 58 464 E lks@bahr.no

Disclaimer This survey contains information in summary form and is therefore intended for general guidance only. It is not intended to be relied upon as legal advice or be a substitute for detailed research or the exercise of professional judgement. Please refer to your advisors for specific advice. BAHR will not accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this survey.

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Advokatfirmaet BAHR AS www.bahr.no