Compulsory acquisition of shares following a voluntary offer

Pursuant to the Norwegian Securities Trading Act section 6-22 sub-section (3) an offeror who, after making a voluntary bid, has acquired more than nine tenths of the voting shares of the target company, may decide to force the transfer of the remaining shares without a prior mandatory bid having been made provided the following conditions are met: 

  • The redemption is initiated at the latest four weeks after the acquisition of shares by voluntary bid,
  • the redemption price corresponds at least to the lowest bid price that would have resulted from a mandatory bid, and
  • the same guarantee is provided as in the case of a mandatory bid under section 6-10 subsection (7). The Public Limited companies Act section 4-25 subsection (5) does not apply to the extent that such guarantee is made available.

Oslo Børs in its capacity as takeover supervisory authority will supervise whether the conditions for the redemption without prior mandatory offer is fulfilled.

In line with Oslo Børs’ standard procedures the offeror must provide answers to certain standard questions (see below) that may be relevant to determine the minimum redemption price as well as a draft of the guarantee text. In order for Oslo Børs to approve the redemption Oslo Børs must receive a transcript from VPS, which must be confirmed by the account operator (no: “kontofører utsteder”), evidencing that the offeror owns more than 90 of the shares of the target company, an authorised copy of the minutes of the board meeting resolving the redemption as well as the signed guarantee. Further it must be confirmed that the redemption is initiated within at the latest four weeks after the acquisition of shares from the mandatory bid.

Please note that Oslo Børs should be contacted in due time in order to determine the time line and process for approval of the redemption. This is also important in order to determine when the shares of the target company are to be suspended. Oslo Børs will publish a copy of the approved bank guarantee together with an announcement stating that the conditions for the redemption without a prior mandatory offer are fulfilled.  

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