Norwegian Public Takeover Deal Study 2024 edition for the year 2023
Dear reader,
We are pleased to present you with BAHR’s annual Norwegian Public Takeover Deal Study, a comprehensive analysis of the public takeover landscape in Norway for 2023. This edition looks into the most recent trends, developments and defining characteristics of Norwegian public takeovers that have taken place in the last year. 2023 has been a particularly noteworthy period for the Norwegian capital markets. The year has been marked by a robust growth in the shipping, energy, and oil-service sectors, a significant debate concerning the practice of favoring private placements over rights offerings in capital raises (with the former outpacing the latter at a ratio of over 9:1) and a historically low number of initial public offerings (IPOs). Amidst this backdrop, the Norwegian market witnessed its largest public takeover offer to-date, alongside a series of transactions distinguished by their remarkable complexity. Notably, one-third of these takeovers surpassed the EUR 1 billion mark in value.
A key example was the strategic announcement in November by a consortium comprising Permira, Blackstone, General Atlantic and TCV, and backed by major shareholders eBay and Schibsted, for the proposed takeover of Adevinta ASA at a valuation of NOK 141 billion. This was followed closely by another significant offer at almost NOK 18 billion for Kahoot! ASA, led by a consortium including Goldman Sachs, KIRKBI (the investment arm of LEGO’s owner), and General Atlantic. These two transactions, each of which held a particularly prominent position in the public eye, were both structured as rollover deals.
The year 2023 at a glance
Rollover transactions
The past year we have seen a significant increase in the use of rollover mechanisms in takeover deals, a trend that has been facilitated by the current regulatory framework that allows for the negotiation of various agreements with shareholders prior to the announcement of an offer. In 2023, rollover structures were featured in one-third of all takeovers on Oslo Børs, and were even more prevalent on the Euronext Growth platform, where they featured in more than 70% of the offers.
Lars Knem Christie, Partner
These rollover transactions materialized in several forms, each tailored to meet the diverse needs of the target’s shareholder base and the individual deal structure. We have identified three primary configurations:
1. A uniform rollover offer extended to all shareholders of the target, with the option to receive consideration in the form of shares, cash or a combination thereof.
2. A selective rollover offer designed for specific shareholders only, while the other shareholders receive exclusively cash compensation.
3. An offer for all shareholders of the target to participate in the rollover for a specific portion of their respective holdings in the target, with the remaining balance being compensated in cash.
The Adevinta and Kahoot! transactions serve as hallmark cases of the rollover trend, demonstrating the versatility and strategic application of these arrangements. The Adevinta
offer allocated a substantial part of its rollover consideration to major shareholders, offering a more limited rollover option to the other shareholders. In contrast, Kahoot! provided a rollover option to a select group of shareholders, with the remaining shareholders being compensated solely in cash. The rollover mechanism generally offers more flexible reinvestment and financing options than a pure cash consideration deal, but they have also attracted criticism for potential issues related to equal treatment of shareholders.
In addition to the rollover mechanism, US financial sponsors were prominent in the 2023 takeover market, participating in nearly 90% of all deals. These sponsors often already had a substantial ownership interest in the target prior to the launch
The use of “hard irrevocables” was present in two-thirds of these transactions, and break-fees were incorporated into almost every deal—both figures surpassing conventional levels from previous years.
Additionally, Material Adverse Change clauses were used as a condition precedent to completion of the offer in 80% of the transactions, reflecting a trend towards fortified buyer protections in an era of geopolitical uncertainty.
Euronext Growth Oslo
After witnessing record-high levels of listings on the Euronext Growth Oslo market during 2020 and 2021, takeover activities began to emerge in this markets in 2022 and have continued in 2023.
The absence of the Norwegian takeover regulations and the significant shareholding disclosure requirements on this multilateral trading facility have allowed for a more agile and opportunistic approach to stakebuilding and takeover structuring for bidders. While, initially, the majority of these transactions adhered to the conventional takeover principles observed in regulated markets, by 2023, a noticeable shift took place towards more diverse deal structures.
The Euronext Growth Oslo market also witnessed the
introduction of innovative pricing models for takeovers, primarily enabled by the lack of minimum price requirements that exist in the takeover rules applicable in the main markets.
Award-Winning Expertise
BAHR remains at the forefront of advising on Norway’s most significant public takeover transactions, including the largest of such deals involving Adevinta and Kahoot!. As a result of our involvement in these transactions, we have gained an in-depth perspective on the market dynamics and trends that have developed in the public takeover sector in 2023. We appreciate the continued confidence the market has placed in our legal advisory services, an honor that has led to our recognition as the winner of Mergermarket M&A Firm of the Year award in 2023 and the IFLR Law Firm of the Year award for Norway in both 2023 and 2024.
In our annual Norwegian Public Takeover Deal Study, we have examined the latest developments in key terms and figures for public takeovers on the Oslo Stock Exchange,
drawing on data from transactions that have taken place between 2015 and 2023.
Similar to last year’s edition, we have included both standalone and consolidated figures from previous years to offer a basis for comparison for you and to share the insight we have gained over the same time period. A new feature in this year’s edition is our analysis on a standalone basis of public takeover transactions that have taken place on the Euronext Growth Oslo market.
Enjoy the read!
Oslo Børs and Euronext Expand
Targets & bidders
The targets
Industry classification of the targets’ business
Energy and IT are still the sectors that are driving public M&A
Transactions reviewed: 9 (2023)
Market value
Over 1 EUR billion
MEUR 250> 1 EUR billion
MEUR 100> MEUR 250
Below MEUR 100
Transactions reviewed: 65 Number of target companies: 59 (2015 – 2023)
Transactions reviewed: 9 (2023)
The bidders
Bidder type
Financial sponsors from US are the dominant buyers in 2023.
In one-third of the deals we saw a rollover component, which has become a popular transaction structure in the Norwegian market.
In combination of cash and shares offered, how much of the total consideration did the share consideration constitute?
Less than 20 %
20 % - 49 %
51 % - 79 %
80 % or more
Transactions reviewed: 4 (2022 - 2023)
New in the 2022 edition
Did the mandatory offer have a share consideration option?
Yes No
Transactions reviewed: 9 (2022 - 2023)
New in the 2022 edition
Transaction structure and result
Voluntary offers - result
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 5 (2023)
Mandatory offers - result
90 % and above 2/3 - <90 %
50 % - <2/3
Below 50 %
Transactions reviewed: 29 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offer followed by a mandatory offer followed by squeeze-out
Voluntary offer followed by squeeze-out
Threshold for squeeze-out not obtained
Initiation of transaction process
Initiation of transaction process
Did the target publicly disclose that it undertook a review of strategic alternatives before contact with the bidder was established? (voluntary offers only)
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 5 (2023)
Did the bidder and the target enter into a formal transaction agreement? (voluntary offers only)
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 5 (2023) Yes
What was the target board of directors’ statement on the offer?
2015 - 2023
Transactions reviewed: 65 (2015 – 2023)
Transactions reviewed: 9 (2023)
2023
Initiation of transaction process
How many fairness opinions were obtained by the target?
What percentage of target securities were pre-accepted? (voluntary offers only)
0
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 5 (2023)
Initiation of transaction process
If pre-acceptances were obtained, was it hard (no right to withdraw) or soft (right to tender in higher offer)?
Soft
Soft with matching right for first bidder
Hard
Several types
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 5 (2023)
Independent statements on the offer
Did Oslo Stock Exchange require that an independent third party delivered the statement on the offer pursuant to section 6-16 (4) of the Securities Trading Act? Transactions reviewed: 33 (2015 – 2023)
reviewed: 5 (2023)
Key terms of transaction agreements
Where transaction agreements have been entered into
Key terms of transaction agreement
Did the target undertake a non-soliciation obligation with respect to other potential buyers?
Was the target board able to withdraw its recommendation of the offer?
Yes
Not disclosed
The most common condition is that the board of directors can withdraw its recommendation in the event of an unsolicited bona fide superior offer which is not matched by the bidder.
Was the transaction subject to a break fee payable by the target?
Yes No
Not disclosed
Break-fees have become market practice in Norway, although the amounts are relatively low and most often limited to cost coverage.
Transactions reviewed: 25 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offers with transaction agreements only
How much was the break fee/cost cover fee?
Amount equal to incurred transaction costs
Above MEUR 20 MEUR 5 - MEUR 10 Below MEUR 5
Where break fees are set to the amount of incurred transaction fees it is often capped at a certain level.
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offers with transaction agreements only
Key terms of transaction agreement
What percentage of the market value was the break fee/cost cover fee?
2015 - 2023
2023
Transactions reviewed: 15 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offers with transaction agreements only
Conditions for completion
Voluntary offers only
Conditions for completion
Minimum tender threshold
90 % and above
50 % - <90 % <50 %
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
Completion of due diligence
Voluntary offers with transaction agreements only
Yes No
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offers with transaction agreements only
Recommendation from the target board
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offers with transaction agreements only
Satisfaction/assurances of regulatory approvals
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offers with transaction agreements only
Conditions for completion
Availability of financing
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
Third party approvals
Voluntary offers with transaction agreements only
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offers with transaction agreements only
Ordinary course of business
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
No legal action
Voluntary offers with transaction agreements only
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
Voluntary offers with transaction agreements only
Conditions for completion
MAC clause
Yes No
MAC meaning in this context: completion of the offer by the bidder being subject to no material adverse change in, or material adverse effect on, the target company having occurred between the period of launch and completion of the offer.
Transactions reviewed: 33 (2015 – 2023)
Transactions reviewed: 4 (2023)
No frustration of the offer
Yes No
Voluntary
Completion of the offer being subject to the target not taking or proposing any action that could materially affect the offer. 2023
Transactions reviewed: 4 (2023) New in the 2022 edition
Voluntary offers with transaction agreements only
Hell or high water clause
Yes No
A hell or high water clause entails that the offeror at a certain time has to complete the offer although certain terms and conditions for completion have not been met. For example competition clearance or third party approvals.
Transactions reviewed: 4 (2015 – 2023) New in the 2022 edition
Voluntary offers with transaction agreements only
Transaction timing
Transaction timing
What was the number of days between the date of the announcement of the intention to make the offer and the closing date?
Notifications to the Norwegian Competition Authority
1120 notifications during the first 10 years (2014 - 2023) of the current merger control regime.
Euronext Growth Oslo
Targets & bidders
The targets – Euronext Growth Oslo
Market value
Over 1 EUR billion
MEUR 250> 1 EUR billion
MEUR 100 > MEUR 250
Below MEUR 100
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Industry classification of the targets’ business
Transactions reviewed: 7 (2023) Number of target companies: 7 (2023)
Energy IT Industrials Consumer
Also in this market, Energy and IT are the sectors that are driving public M&A.
The bidders – Euronext Growth Oslo
Bidder type
Transactions reviewed: 7 (2023)
(2023)
Bidder home jurisdiction
Transactions reviewed: 7 (2023) Number of target companies: 7 (2023)
Norway
Europe ex. Nordic
Other
Nordic ex. Norway US
Transaction structure and results
Transaction structure and result –Euronext Growth Oslo
Consideration offered
Take-over bid with cash
Take-over bid with all shares
Take-over bid with cash and shares
More than 70% of the deals had a rollover component, which is even more than on the Oslo Børs.
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Acceptance obtained
> 90 %
67,7 - 90 %
30 - 50 %
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
If a combination of cash and shares were offered, how much of the total consideration did the share consideration constitute?
2022
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
2023
Less than 20% >20% - 50% >50% or more Optional
Initiation of transaction process
Initiation of transaction process –Euronext Growth Oslo
Did the Bidder and the target enter into a formal transaction agreement?
In contrast to the regulated markets, we only see transaction agreements in just over half of the offers presented in the growth market in 2023, and an increasing tendency of not including a board recommendation.
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
How many fairness opinions were obtained by the target?
1 Opinion 2 Opinions
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Did the target board give a statement or recommendation of the offer?
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Yes No
Initiation of transaction process –Euronext Growth Oslo
Bidder’s ownership in the target at the launch of the offer
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
What percentage of target securities were pre-accepted?
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
None
Initiation of transaction process –Euronext Growth Oslo
If pre-acceptances were obtained, was it hard (no right to withdraw) or soft (right to tender in higher offer)?
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Hard
Soft, but with matching right for first bidder
Soft
Several types
Not disclosed
Key terms of transaction agreements
Where transaction agreements have been entered into
Key terms of transaction agreement –Euronext Growth Oslo
Did the target undertake a non-solicitation obligation with respect to other potential buyers?
Transactions reviewed: 8 (2022 – 2023)
Transactions reviewed: 4 (2023)
Was the target board able to withdraw its recommendation of the offer?
Transactions reviewed: 8 (2022 – 2023)
Transactions reviewed: 4 (2023)
Was the transaction subject to a break fee payable by the target?
Yes No
Not disclosed
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 4 (2023)
How much was the break fee/cost cover fee?
Amount equal to incurred transaction costs Above MEUR 20 Below MEUR 5
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 4 (2023)
Key terms of transaction agreement –Euronext Growth Oslo
What percentage of the target´s market value was the break fee/cost cover fee?
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 4 (2023)
Above 1.5 % 1.0 % - 1.5 % Below 1.0 %
Conditions for completion
Conditions for completion –Euronext Growth Oslo
Minimum tender threshold
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Completion of due diligence
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Recommendation from the target board
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Satisfaction/assurances of regulatory approvals
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Conditions for completion –Euronext Growth Oslo
Availability of financing
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Third party approvals
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Ordinary course of business
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
MAC clause
MAC meaning in this context: completion of the offer by the bidder being subject to no material adverse change in, or material adverse effect on, the target company having occurred between the period of launch and completion of the offer.
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Conditions for completion –Euronext Growth Oslo
No legal action
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
No frustration of the offer
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Conditions for completion –Euronext Growth Oslo
Hell or high water clause
2022 2023
A hell or high water clause entails that the offeror at a certain time has to complete the offer although certain terms and conditions for completion have not been met. For example competition clearance or third party approvals.
Yes No
Transactions reviewed: 11 (2022 – 2023)
Transactions reviewed: 7 (2023)
Transaction timing
Transaction timing –Euronext Growth Oslo
What was the number of days between the date of the announcement of the intention to make the offer and the closing date?
KMC Properties ASA (Originally named EBE Eiendom AS and Kverva Industrier
Q-Free ASA Rieber & Søn AS
Axactor SE Geveran Trading Co. Limited
Infront ASA Dash Bidco AS
NattoPharma ASA (Expand) Compagnie des Levures Lesaffre
Bank Norwegian ASA Nordax Bank AB (publ)
Avance Gas Holding Limited Hemen Holding Limited
Sbanken ASA DNB Bank ASA
Norway Royal Salmon ASA NTS ASA
Ocean Yield ASA Octopus Bidco AS
Solon Eiendom ASA
Samhällsbygnadsbolaget i Norden AB
Entra ASA Fastighets AB Balder (publ)
2020
Oslo Børs and Euronext Expand
TARGET BIDDER
Torghatten ASA EQT Partners AB
Entra ASA Castellum AB
Entra ASA
Funcom N.V.
Samhallsbyggnadsbolaget i Norden AB
Tencent Holding Ltd.
Data Respons ASA AKKA Techonologies SA
2019
Oslo Børs and Euronext Expand
TARGET BIDDER
Scottish Salmon Company P/F Bakkafrost
Belships ASA Kontrari AS and Kontrazi AS
Cxense ASA Piano Software B.V
NextGentel Holding ASA Telecom Holding 3
Oslo Børs VPS Holding ASA Nasdaq AB
Oslo Børs VPS Holding ASA Euronext
2018
Oslo Børs and Euronext Expand
TARGET BIDDER
Saferoad ASA
SRH Investco AS
Ekornes ASA QuMei Home Furnishings Group Co. Ltd
Link Mobility Group ASA Victory Partners VIII Norway AS
Unified Messaging System ASA Everbridge Holdings Limited
2017
Oslo Børs and Euronext Expand
TARGET BIDDER
Weifa ASA Karo Pharma AB
Hafslund ASA
Oslo Energi Holding AS
MultiClient Geophysical ASA Geoex Ltd
Solvang ASA AS Clipper
Tide ASA
Det Stavangerske Dampskibsselskab AS
2016
Oslo Børs and Euronext Expand
TARGET BIDDER
Serodus ASA
Techstep ASA
Aurora LPG ASA
Norwegian Property ASA
Havfisk ASA
2015
Oslo Børs and Euronext Expand
Viggo Harboe Holding 2006 ApS
Zono Holding AS (Middelborg Invest AS, Datum AS, Cipriano AS and m
BW LPG
Geveran Trading Co Ltd
Lerøy Seafood Group ASA
TARGET BIDDER
Siem Offshore Inc.
Siem Europe S.a.r.l.
S.D. Standard Drilling plc Saga Tankers AS
Zoncolan ASA
Ousdal AS
Interoil Exploration and Production ASA Andes Energia
Eitzen Chemical ASA Team Tankers International
Cellcura ASA Dag Dvergsten
The BAHR Public Takeover Team
ROBIN BAKKEN PARTNER
T +47 934 09 900 E rba@bahr.no
CAMILLA IVERSEN MANAGING ASSOCIATE
T +47 474 16 227 E caive@bahr.no
SVEIN GERHARD SIMONNÆS PARTNER
T +47 920 21 027 E sgs@bahr.no
LARS KNEM CHRISTIE PARTNER
T +47 924 95 977 E lkc@bahr.no
PERNILLE WOXEN BURUM SPECIALIST PARTNER
T +47 926 17 440 E pwb@bahr.no
LARS KRISTIAN SANDE PARTNER
T +47 908 58 464 E lks@bahr.no
CECILIE BØE SENIOR ASSOCIATE
T +47 416 60 605 E ceboe@bahr.no
MARCUS CORDEROMOSS
SENIOR ASSOCIATE
T +47 988 20 937 E mamos@bahr.no
SIMON GUNNHEIM
SENIOR ASSOCIATE
T +47 932 69 373 E sigun@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.
