Norwegian Merger Control 2022

Norwegian Merger Control 2022 An overview of the merger control regime in Norway

Oslo, January 2022

1. Overview 2. The Norwegian Merger Control System 3. BAHR - EU & Competition Law

2

Long tradition of merger control in Norway

• National merger control regime since 1988 • Economic analysis always been an integrated part of the merger analysis • Strict enforcement – Yearly a number of prohibitions and conditional clearances – Fines imposed for gun jumping and insufficient information Formal decisions Notifications received

Conditional clearances

2014

84

1

2

2015

96

0

5

2016

96

3

0

2017

103

1

0

2018

110

0 (+1)*

2

2019

107

1 (+1)*

2

2020

94

1

0

2021

155

1 (+1)*

1

* Phase II withdrawals

3

Prohibitions

Mandatory notification where turnover thresholds are met

Foreign-to-foreign mergers are notifiable if merger thresholds are exceeded.

Simplified procedure available for certain categories

Triggering events

Turnover thresholds

• Merger of two or more formerly independent undertakings; or

•

Combined turnover in Norway  1 billion NOK (98.4 million EUR / 116.3 million USD*); and

• Acquisition of control over an undertaking by another or several other undertakings, or a natural person already controlling another undertaking, including the establishment of new full-function joint ventures

•

Turnover in Norway for each of at least two parties  100 million NOK (9.8 million EUR / 11.6 million USD*)

* Based on Norges Bank (Central bank of Norway) average exchange rate 2021 NOK/EUR 10.1648; NOK/USD 8.5991

4

Standstill obligation until the NCA has completed its review

• Notifiable transactions must receive approval from the NCA prior to closing • Sanctions if obligation is not upheld – Any party with a notification obligation is subject to fines for gun-jumping, and the NCA regularly imposes fines – maximum fine is limited to 10 % of the notifying party’s aggregate group turnover – The Competition Act also provides for criminal sanctions to be imposed on individuals for grossly negligent or intentional gun-jumping – criminal sanctions has, however, never been used in merger cases

• Standstill obligation can be waived – The NCA can waive the standstill obligation, but generally only if the parties can demonstrate significant harm to themselves or third parties if closing is delayed

5

Swift handling of uncomplicated mergers Notifications handled by the NCA, 2014–2021

Average handling time (business days)

525

Withdrawn in phase I

simplified notifications All cleared in phase I

849 notifications in total

2

7 Notifications ordered by the NCA (below notification thresholds or minority acquisitions)

Transferred to ordinary procedure (closed ph. I)

288

324

6

5

ordinary notifications 1

cleared phase I

Referred to the European Commission

12

10

with conditions*

cleared phase II

3

withdrawn phase II

* Sector/Nokas cases notified (and counted) as two filings in 2018 resulted in one joint NCA decision with conditions Source: kt.no, einnsyn.no, file access, BAHR

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prohibitions

All notifications

13.8 days

Simplified notifications

9.6 days

Ordinary notifications (all)

20.7 days

Ordinary cleared phase I

13.1 days

Ordinary cleared phase II

70.5 days

Conditions and prohibitions

105.7 days

The merger year 2021 in review

• Record number of merger filings – 155 notifications, which is all time high under the current notification system – 75% are simplified notifications, which also is record high

• 1 prohibition: DNB/Sbanken – Appealed to the Competition Appeal Tribunal – pending

• 1 remedy decision: Altia/Arcus – Remedies also in Sweden and Finland

• 1 withdrawal after Statement of Objections: Bonnier/ Strawberry Publishing • The Competition Appeal Tribunal upheld the NCA’s prohibition in Schibsted/Nettbil – Appealed to the Gulating Court of Appeal – pending

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Prohibitions and conditional clearances: 2014–2021

2014

2015

12.02.2014 SATS/Elixia

24.06.2014 Norsk Gjenvinning/ Avfall Sør 22.10.2014 Nortura/ Prima Jæren

2016

05.02.2015 TeilaSonera/ Tele2

2017

19.04.2016 AT Skog / NEG Skog

04.03.2015 Coop/ICA

03.04.2017 Eimskip/ Nor Lines

2018 18.01.2018 Greencarrier & al.

14.07.2016 Torghatten/ Fjord 1

27.08.2015 Orkla/ Cederroth

2019 17.01.2019 Nor-Tekstil/ Rent NV

27.04.2018 Vipps/BankAxept/BankID

15.09.2016 Umoe Rest./ Dolly Dimple

20.06.2018 St1 / Statoil F&R Marine

30.07.2015 St1/Smart Fuel (Shell)

2020 11.11.2020 Schibsted / Nettbil

28.03.2019 Sector/ Nokas

28.10.2019 Prosafe/ Floatel

01.11.2019 Tieto/Evry

31.08.2015 Aleris Helse/ Teres

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= Remedies

= Prohitions

= Appeal

= Withdrawal after Statement of objections

2021 19.05.2021 Altia/Arcus

26.05.2021 Bonnier/ Strawberry

16.11.2021 DNB / Sbanken

3 Phase II clearance decisions after SO since 2014

• Norgesgruppen ASA – Tiger AS (2015) – Convenience retail – Closed after 105 working days

• Telia Company AB – Phonero AS (2016) – Mobile telephone services – Closed after 104 working days

• Gjelsten Holding AS / O.N. Sunde A/S – Gresvig Retail Group and subsidiaries (2020) – Sports retailing – Closed after 107 working days

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1. Overview 2. The Norwegian Merger Control System 3. BAHR - EU & Competition Law

10

Competition authorities in Norway

Transactions without EU dimension

Case review:

Administrative review:

Judicial review:

The Norwegian Competition Authority

The Competition Appeal Tribunal (CAT)

Gulating Court of Appeal

Reviews all merger notifications and has the power to authorise (with or without remedies) or prohibit concentrations

Appeals over the NCA’s merger decisions are reviewed by the Competition Appeal Tribunal

Decisions by the CAT in merger cases are subject to judicial review before the Court of Appeal in Bergen

Transactions with EU dimension

Concentrations with an EU dimension under the EUMR excluded from the NCA’s jurisdiction Turnover in Norway not relevant for the calculation of turnover thresholds under the EUMR

Transactions with EFTA dimension

Concentrations may under exceptional (theoretical) circumstances be subject to EFTA Surveillance Authorities jurisdiction

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Mandatory notification if statutory thresholds exceeded

1

Applies to concentrations

2

Definition of concentrations harmonized with the EU:

•

•

Mergers, acquisition of de jure or de facto control and full-function joint ventures

•

•

Rights, agreements or contracts giving decisive influence over assets to which a market presence can clearly be attributed

If turnover thresholds are met

Combined turnover in Norway of all the undertakings concerned  NOK 1bn ( EUR 98.4 million / USD 116.3 million)*, and Turnover in Norway for each of at least two parties  NOK 100m ( EUR 9.8 million / USD 11.6 million)*

Definition of undertaking concerned harmonised with EUMR. Relevant turnover (not harmonised) = “sales revenues” as defined in the Norwegian accounting act and associated regulations Foreign-to-foreign transactions covered if sales to or in Norway exceeds the turnover thresholds. The NCA has indicated that foreign-to-foreign transactions may escape mandatory notification if no effect

Based on Norges Bank (Central bank of Norway) average exchange rate 2021 NOK/EUR 10.1648; NOK/USD 8.5991

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The NCA has the power to order notification of non-controlling shareholdings and concentration falling below thresholds

1

Non-controlling shareholdings

No mandatory notification, but notification may be ordered by the NCA or submitted voluntarily Notification must be ordered by the NCA within three months after final agreement or completion of transaction (whatever occurs first) The NCA has used this power twice – one time leading to conditions (reduction in ownership share)

2

Concentrations falling below thresholds

No mandatory notification, but may be ordered by the NCA or submitted voluntarily NCA deadline for order of notifications: three months after final agreement The NCA actively seeking to uncover potential harmful transactions below thresholds • Several market players have been ordered to inform the NCA of all transactions in selected markets, irrespective of thresholds • Screening of markets and whistle-blower form on the NCA web site Six such orders issued since the current notification thresholds were introduced in 2014 • Voluntary notifications are possible

13

Number of ordered notifications (below thresholds)

Number of notifications ordered

2

1

0

Cases

Date (order)

Parties

Market

Outcome

21/3/2014

Ulefos/ Kongsberg Esco

Water supply and sewerage products

Closed phase I

12/4/16

AT Skog/SB Skog

Forestry products

Closed phase II

24/8/2018

Sector/Nokas

Home security

Conditions phase II

15/11/2018

Nortekstil/Rent Nordvest

Laundry services

Withdrawn in phase II

11/10/2019

Nortekstil/Storvask

Laundry services

Withdrawn before notification

21/2/2020

Amedia/Nu Publishing

Local media

Closed phase I

12/3/2020

Schibsted/Nettbil

Online classified

Prohibited*

2014 2015 2016 2017 2018 2019 2020

*Pending before the courts 14

Referrals between the Commission and the NCA

Concentrations may be referred between the Commission and Norwegian competition authorities under the same basic principles as referrals to and from EU Member States, albeit with some variations

Post-notification referrals

Pre-notification referrals •

The parties may request a referral to the Commission where at least three EU Member States are capable of reviewing the transaction

•

The NCA has no right to request referral to the Commission at its own initiative, but may adhere to requests from EU Member States •

•

Note that Norway as an EFTA State is not counted in this respect

•

Norwegian authorities have no general veto power, and may in principle also initiate parallel proceedings

•

The parties may request a referral from the Commission to the NCA by means of a Form RS

Time limits for Norwegian merger review suspended when EU Member States request referral

•

The Commission may refer cases to the NCA, and has done in several cases:

•

•

15

The NCA in 2020 joined the Danish Competition and Consumer Authority’s Article 22 request in M.9744 MasterCard/Nets and in 2021 the French Competition Authorities’ Article 22 request in M.10188 Ilumina/GRAIL

M.2683 Aker/Kværner (II), M.4611 Egmont/Bonnier (books), M.6752 Orkla/Rieber and M.6982 Altor Fund III/ Tryghedsgruppen/Elixia/HFN Group (“SATS/Elixia”)

Harmonised SIEC-test

“The NCA shall prohibit concentrations which would significantly impede effective competition, in particular as a result of the creation or strengthening of a dominant position” The Competition Act Section 16

• Substantive test: Harmonised with the EU with SIEC-test • Consumer welfare standard; only efficiencies with impact on pricing are relevant

• The substantive test was amended from July 1, 2016 – Previously, Norway applied a SLC/total welfare test – No significant apparent changes in review intensity or number of interventions

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Interventions/conditional clearances since 2015 Case

Main markets

NCA decision

V2015-1

TeliaSonera / Tele2 Norge & Network Norway

Mobile telephony

Behavioural / structural

V2015-24

Coop Norge / ICA Norge

Daily consumer goods

Structural remedy

V2015-29

St1 Nordic / Smart Fuel (Shell retail Norway)

Fuel stations

Structural (de facto prohibition)

V2015-30

Orkla / Cederroth

Personal care products

Structural remedy

V2015-31

Aleris Helse / Teres Medical Group

Private hospitals

Structural remedy

V2016-3

AT Skog / NEG Skog

Forestry products

Prohibition

V2016-5

Torghatten / Fjord 1

Contract ferry services

Prohibition

V2016-6

Umoe Restaurants / Dolly Dimple’s

Pizza restaurants and home delivery

Prohibition

V2017-19 n/a V2018-19

Eimskip / Nor Lines Greencarrier et al / Nordic Port Services St1 Norge / Statoil Fuel & Retail Marine

Sea transport of frozen seafood Port services Marine oils

Prohibition Withdrawn in phase II Structural remedy

V2018-18

Vipps / BankAxept / BankID Norge

Payment services

Behavioural remedy

V2019-17

Sector Alarm / Nokas Small Systems & Nokas (minority acquisition)

Security services

Partly prohibition, partly structural remedy

n/a

NorTekstil / Rent Nordvest

Laundry services

Withdrawn in phase II

V2019-22

Prosafe / Floatel International

Offshore accommodation services

Prohibition

V2019-23

Tieto / Evry

IT services

Structural remedy (phase I)

V2020-31

Schibsted / Nettbil

Online advertising of cars

Prohibition

V2021-07

Altia / Arcus

Liquor

Structural remedy

n/a

Bonnier Books / Strawberry publishing

Book publishing

Withdrawn in phase II

V2021-13

DNB / Sbanken

Fund distribution

Prohibition

*Pending before the courts

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Appeal decision

Prohibition Prohibition

Appeal withdrawn Prohibition*

Pending

Prenotification • 1-2 months in complex matters • Longer if remedy discussions

Notification

Timeline for NCA merger review

Phase I

• 25 working days • 35 wd if remedies proposed before day 20

Clearance, remedy decision, or

Phase II

Phase II

• 70 wd (from notification) • Max 85 wd if remedies proposed late

Clearance, remedy decision, or

S.O.

Parties’ comments to S.O. • 15 working days

NCA Final assessment

• 15 WD • Max 45 wd if remedies offered after SO

Clearance, remedy decision, or

prohibition

• Automatic standstill until final decision or conclusion of investigations • Phase II-deadlines not affected by a possible extension of phase I • Maximum 100 working days from notification to final decision if no extensions – max 145 working days if all possible extensions – Extensions if remedies proposed late in phase II or after statement of objections (S.O.)

• Clock-stop possible if parties do not respond to an RFI within time • Automatic clearance if any NCA deadline passes without action

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Procedure

No formal deadline for filing • Standstill obligation for all concentrations subject to mandatory notification • Prenotification dialogue or draft notification not required but recommended in more complex matters (and expected by the NCA) • Prenotification may be necessary if seeking phase I remedy decision

Within 25 working days, the NCA must approve the transaction or decide to continue the investigation (“Phase II decision”) •

If the parties propose remedies within the first 20 working days after the notification the period is extended to 35 working days

•

A decision to continue the investigation is normally short and briefly indicates the NCA’s concerns and theories of harm

•

19

Phase II: Before statement of objections

Phase I

No formal decision if the NCA authorises a concentration unconditionally in Phase I, but confirmation by email

Within 70 working days from reception of complete notification, the NCA must issue its statement of objections or clear the case •

•

If the parties propose commitments later than 55 working days after notification, Phase II is extended correspondingly Unconditional phase II clearance decisions are normally brief, only shortly pointing to key arguments for closing of the inquiry

Phase II: After statement of objections • Parties have 15 working days to submit comments • NCA must issue final decision (clearance, prohibition or acceptance of remedies) within 15 working days of the reception of the parties’ comments •

15 working days extension if the parties propose remedies after the draft prohibition decision

•

Additional 15 working days extension if parties request or approves a request from the NCA

Automatic standstill until final decision

Automatic standstill for all concentration subject to mandatory notification until final decision

Standstill also for notifications ordered by the NCA or submitted voluntary • From the moment NCA orders notification or the notification is submitted voluntarily • If the transaction has been completed when standstill comes to force, the NCA will typically indicate that any further implementation must be halted • Though the legal basis may be questioned after C-633/16 Ernst & Young

Exemptions: • The NCA may grant derogation from standstill obligation: • Derogations only granted if significant negative impact on the parties or society as a whole can be established • Derogation may be granted for “rescue operations” (e.g. risk of bankruptcy) in cases without substantial issues • The NCA appears to prefer a swift approval rather than derogation • Partial exemption for public bids and series of transactions in publicly-traded securities (similar to EUMR Art.7(2))

20

The notifying party/-ies can offer remedies

The notifying party/-ies have the sole responsibility for offering remedies • Both behavioural and structural remedies however the NCA has historically had a preference for structural remedies • Remedies may also include the appointment of a trustee • Normally a dialogue between the notifying parties and the NCA prior to offer of remedies, but the NCA guidance is often brief

The NCA may issue a decision including remedies offered by the parties without full review of possible anti-competitive effects resulting from the concentration • In practice the NCA is not ready to hand down a remedy decision before all potential theories of harm have been investigated • The proposed remedy must remove all identified concerns • A decision accepting remedies offered by the parties may be handed down without prior notification that the NCA intends to adopt such a decision • Limits the NCA’s obligation to conduct a full investigation, e.g. with respect to whether the remedy goes further than strictly necessary • Decision to clear the concentration subject to remedies may be adopted in Phase I – so far only one Phase I remedy decision has been made (Tieto/Evry)

21

Pre-notification contacts less comprehensive than in many other jurisdictions, but increasingly more regular

Pre-notification contacts are typically less comprehensive in Norway compared to many other jurisdictions • No “adequacy test” of draft notification required before formal notification, but draft notification often submitted and reviewed in more complex matters • The NCA may declare the notification incomplete within 15 working days of reception

In more complex cases pre-notification contacts more regular • Can be important in order to achieve Phase I clearance in “semi-complex” matters • Also in potential Phase I remedy cases • In less complex cases (incl. simplified notifications) simple pre-notification contact recommended and appreciated by the NCA as a courtesy, but not necessary • Often sufficient to give a courtesy pre-warning that a notification will be submitted

Information provided during pre-notification not subject to public disclosure until formal notification, unless the concentration is publicly known

22

Information required in notifications

• No strict notification form in Norway, but minimum content requirements are regulated in the Competition Act

Minimum content requirements: 1.

Description of undertakings concerned and their business areas and the nature of the concentration

• Need to identify confidential information

2.

Name of each party’s five most important competitors, customers and suppliers in all markets with horizontal overlap (no market share threshold)

3.

For horizontally and vertically affected markets, describe: i.

Market structure ii.

The most important competitors, customers and suppliers in the affected markets iii. Barriers to entry iv. Horizontally affected: Combined market share > 20% v. Vertically affected: Market share > 30% in both vertically related markets

4.

A short description of vertically related markets where the market share exceeds 30% in only one of the related markets

5.

Description of any efficiency gains

6.

Information on whether the concentration is subject to mandatory notification in any other jurisdictions

7.

The latest version of the agreement between the parties to the concentration including annexes

8.

Annual reports and annual accounts of the undertakings concerned

9.

For joint ventures: Information on whether a parent continue activity in the same market as the joint venture or any vertically related markets

– Including a reasoned opinion on why the identified information is considered confidential – The notification will not be declared complete before such information is submitted

• The NCA may declare the notification incomplete within 15 working days from reception

Internal documents not required, but normally requested in more complex matters

23

Simplified notification for non-complex cases

Short form notification for certain concentrations:

Short form notification must include the following information

• Creation of joint ventures when the turnover of the joint venture is below NOK 100m in Norway and assets transferred to the joint venture is valued below NOK 100m;

• • •

• Dissolution of joint ventures (from joint to sole control);

•

• Horizontal mergers where joint market share  20 %; or • Vertical mergers where joint and individual market shares  30 %

24

• •

Identity of the parties Description of the transaction A statement describing why the conditions for simplified procedure is fulfilled List of the five most important customers, competitors and suppliers in horizontal overlap markets Annual reports (if not publically available) In case of creation of joint ventures, an overview of markets where parents will remain active in the same market as the joint venture or in any vertically related or neighbouring markets

The NCA must notify within 10 working days if conditions for simplified notification is not met The NCA may order a standard notification within 15 working days after reception of a simplified notification •

Deadlines suspended from order of notification until reception of (complete) standard notification

•

Rare; has happened twice since 2014

Notified concentrations since 2014

Notifications ending in formal decisions Notifications received

Notifications to phase II

Prohibition

Conditions & Obligations

Total

2014

84

4

0

3

3

2015

96

8

1

3

4

2016

96

4

3

0

3

2017

103

3

0

1

1

2018

110

3

0

3

3

2019

107

2

1

1

2

2020

94

3

1

1

2

2021

155

2

1

0

0

Year(1)

(1)

25

Classified by date of notification

Publicity and access to the file

•

The key facts of the notification is published on the NCA’s website, providing the names of the parties, relevant sector and date of reception

•

The parties and interested third parties have access to file during the NCA’s review of the case • Exceptions include: (i) Business secrets, (ii) The NCA’s internal documents, except for summaries of facts, e.g. minutes of meetings, and (iii) correspondence between Norwegian and foreign authorities • Access is not given to pre-notification documents before the concentration is public or notified

•

The parties must submit a draft non-confidential version of notifications and remedy proposals when these are submitted • The NCA may presume that the parties do not oppose public access to information that is not clearly marked as confidential • Reasons for why information should be considered as confidential must be given for every instance of suggested redaction

•

26

The non-confidential version of the notification can be made publicly available to any individual that requests access to it – there is no need to demonstrate a legitimate interest in the content of the notification

Administrative review by the Competition Appeal Tribunal

• Appellate body from 1 April 2017 is the Competition Appeal Tribunal • Full review of all aspects of the case – The Tribunal may review the facts, the discretional assessment and application of law in cases that are appealed – Not limited by the issues raised in the appeal or the decision

• Possible outcomes – Prohibition decisions by the NCA: The Tribunal is not bound by initial NCA decision and may issue a new decision • The Tribunal may confirm the NCA decision, clear the transaction or issue a conditional clearance

– Conditional clearance by the NCA: The Tribunal may only confirm or annul the NCAs decision • Annulment when the Tribunal finds that the conditions for intervention are not fulfilled: Appeal decision is final • Annulment due to other reasons (e.g. procedural errors or remedies considered inadequate): NCA must adopt new decision or issue a draft prohibition decision within 45 working days

• Competition Appeal Tribunal decisions are subject to judicial review by the Gulating Court of Appeal in Bergen

27

Time line for administrative review by the Competition Appeal Tribunal

NCA:

Parties:

NCA:

Parties:

CAT:

NCA:

NCA:

Final NCA decision

Appeal

Comments on appeal

Possible CAT Hearing

Appeal decision

Draft prohibition decision/ clearance

New decision / clearance(2)

Max. 15 wd

(1) (2) (3)

Max. 15 wd

Max. 60 wd

Only if case returned to NCA for new treatment

Max. 45 wd(1)

Prolonged accordingly if parties propose commitments later than 35 working days after appeal decision Clearance decisions may be “full” or subject to (new) remedies as offered by the notifying party/-ies If remedies are offered by the parties after draft prohibition decision

+Max 15 (+15+15+15)(3) wd

(See NCA review time line)

• In cases where the NCA clears a transaction subject to remedies, the Appeal Tribunal may only: − Confirm the NCA decision − Clear the transaction unconditionally, or − Return the transaction to the NCA for a renewed treatment

• Prohibition decision: The Appeal Tribunal is not bound by the initial decision and may make new decision or return the case to the NCA for renewed treatment 28

1. Overview 2. The Norwegian Merger Control System

3. BAHR - EU & Competition Law

29

BAHR Unique experience with handling of Norwegian merger control processes • Regularly involved in large and complex Norwegian merger cases

•

– Today: Experienced in-house economists part of the team

• Extensive Phase II experience – including design of remedies • Many expedient Phase I merger clearings

•

• High number of Norwegian merger filings over a number of years – by-product of being Tier 1 M&A firm

30

Efficient and seamless integration of economics into the merger control work – Economics integrated in all phases; from preliminary assessments and throughout the filing process – including design of remedies – Efficient use and integration of external consultants and academics

• BAHR frequently manages multijurisdictional filings – Frequently work with law firms in Europe, South-East Asia, South America and the USA

Integrated law and economics since 2002 – as the first Scandinavian law firm

•

BAHR’s three competition partners and specialist economist partner have more than 80 years in total experience of merger control work – also as regulators

BAHR highlights: Phase II experience past three years

+ –

Norway

• BAHR handled the filing of Norway’s leading bank DNB’s acquisition of rival Sbanken • The acquisition will strengthen DNB’s position in important markets such as mortgages and savings

• Prohibited by the NCA • Under appeal to the Competition Appeal Tribunal

Prohibition – appealed

31

+ –

Norway

• BAHR represented Strawberry in Bonnier’s acquisition of a controlling stake in Strawberry Publishing, a Norwegian publishing house • The notification was withdrawn after the NCA’s statement of objections • The transaction was later approved after Bonnier had exited Cappelen Damm, previously jointly controlled

by Bonnier and Egmont

Withdrawn after SO – later approved

+ –

Norway

• BAHR handled the filing of of integration of two leading sports goods retailers in Norway, Sport 1 and Gresvig (including the Intersport franchise in Norway) • The transaction created the leading sports retailer in Norway, Sport Holding • BAHR secured a successful outcome after an extensive phase II investigation and a statement of objections, days before the deadline for a prohibition decision

Unconditional clearance in Phase II

+ –

Norway

• BAHR represented both Prosafe and Floatel in a merger which would have created a global leader in offshore floating accommodation services, serving in particular the oil and gas industry • The merger was blocked by the NCA, and the appeal withdrawn after the UK’s CMA preliminary concluded to block the merger

Prohibition

BAHR highlights: Selected Phase I clearings past three years

+ –

Norway

• BAHR handled the Norwegian filing of the merger between Noble Corporation and Maersk Drilling • The merger will create the leading global offshore drilling operator and the clear #1 within offshore jack-up drilling services in Norway • Still ongoing in other jurisdictions

Unconditional clearance in Phase I

32

–

Norway

• BAHR represented Aker Solutions towards the NCA in the contemplated establishment of a 50/50 JV with AF Gruppen • The merger would have created a leading global player within offshore decommissioning operations • The merger process was terminated after the NCA clearance

Unconditional clearance in Phase I

+

+

+ –

Norway

• BAHR handled the filing towards the NCA of the acquisition by Nordic Precast Group, a part of the construction material group HeidelbergCement, of the concrete and steel element contractor Kynningsrud Prefab

• The main affected market was the Norwegian market for prefabricated concrete products, where the parties became the #1 player

Unconditional clearance in Unconditional clearance in Phase I Phase I

–

Norway

• BAHR handled the NCA filing of the sports retailer Sport Holding’s acquisition of outdoor-brand Bergans of Norway • Sport Holding is Norway's largest sports retailer with retail brands Intersport and Sport1. The acquisition of Bergans of Norway, gave Sport Holding control of one of the strongest outdoorbrands in Norway

Unconditional clearance in Phase I

+ –

Norway

• BAHR represented Hafslund E-CO, the second largest hydro power producer and largest local power transmission network operator in Norway, in its merger with the competitor Eidsiva • The main affected markets were power production, where the parties became the clear #1 player in SouthEastern Norway, and local power transmission, creating by far the largest player in Norway

Unconditional clearance in Phase I

BAHR highlights: Multijurisdictional filings past years

+ World-wide

–

• BAHR represented Akastor in the establishment of a full function joint venture with Baker Hughes which combines the offshore and onshore drilling equipment of both parties • The establishment of the JV involves merger filings in Australia, Austria, Brazil, Colombia, Norway, Russia, Singapore, Turkey, the UK and the US

–

Norway, Sweden, Denmark

33

–

World-wide

• BAHR represented the Nordic bank Nordea in its acquisition of SG Equipment Finance, a subsidiary of Société Genéralé providing leasing and factoring services in Scandinavia

• BAHR represented MacGregor, based in Finland, in its acquisition of its Norwegian rival TTS, both active in provision of marine equipment, creating a global #1 player in several market segments

• BAHR handled notification to the NCA and coordinated the merger process in all countries

• Notified in Germany, Korea and China

• BAHR handled the filing towards the NCA and coordinated the world-wide notification process Unconditional clearance in all jurisdictions

+

Unconditional clearance in Phase I

• BAHR coordinated the world-wide notification process

Unconditional clearance in Germany and Korea, conditional clearance in China

–

European Commission, Brazil

• BAHR represented Akastor and Mitsui in Akastor’s sale of 50 % of the shares in AKOFS Offshore ultimately establishing joint control in AKOFS Offshore. AKOFS provides vessel-based installation and construction and well intervention services for subsea oil and gas development.

• BAHR handled the EU notification (simplified procedure) and coordinated the process towards Brazil

Unconditional clearance in EU and Brazil

–

European Commission

• BAHR represented DNB, Norway’s largest bank, with the merger of its Baltic subsidiaries with Nordea’s Baltic banking business, in the full form CO merger filing to the European Commission • Effectively a 4 to 3 merger among full service banks across the Baltics, creating the leading regional player Luminor Bank • Complex merger filing with a high number of affected product markets and three geographic markets

Unconditional clearance in Phase I

BAHR’s EU & Competition Team Helge Stemshaug Partner and Head of BAHR’s Competition group

34

“BAHR has an excellent competition team. They are always spot-on and give accurate and useful advice. They also have an economist as part of the team, which is very useful. On top of that they’ve got strong connections with other similar teams around the globe (which is also very useful as our use in these segments often includes multiple jurisdictions).”

Legal 500 2021

Beret Sundet

Arne Torsten Andersen

Harald K. Selte

Partner

Partner

Specialist Partner (economist)

Ylva Kolsrud Lønvik

Christian Jordal

Annette Greve

Tom Egeland

Senior Associate

Senior Associate

Senior Associate

Senior Associate

Morten Kristiansen

Jone Berge

Jennifer Shi

Associate

Associate

Associate

BAHR - Consistent tier 1 ratings Some examples

Top ratings in all the major national and international league tables.

– Only Norwegian law firm on top in all categories, Band 1, in Chambers Global 2020, 2019, 2018, 2017 and 2016 – Top ranked as “Elite firm” in the category ‘Competition law’ in the 2020 edition of GCR 100

– “Patent Litigation Firm of the Year (Norway)” 2020, 2019 and 2018, Global IP Awards – “Dispute Resolution Firm of the Year (Norway) 2020, Benchmark Litigation Europe Awards – “Law Firm of the Year Norway”, Benchmark Litigation 2019 Europe Awards

– “Most Innovative Law Firm of the Year Award” for Norway, IFLR European Awards 2019 – “Norway Law firm of the Year 2018”, Chambers Europe Awards 2018 – “Norway Legal Adviser of the Year 2018”, Mergermarket European M&A Awards 2018

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BAHR - Tier 1-ratings

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BAHR’s EU & Competition team: Consistent Tier 1 rankings

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2021

Band 1

Band 1

Elite

2020

Band 1

Band 1

Elite

2019

Band 1

Band 1

Elite

2018

Band 1

Band 1

Elite

2017

Band 1

Band 1

Elite

2016

Band 1

Band 1

Elite

Both Helge Stemshaug and Beret Sundet are ranked among three tier 1 Competition / Antitrust lawyers in Norway by Chambers Helge Stemshaug named as Thought Leader 2020 by Who’s Who Legal – Competition Beret Sundet ranked in “Hall of fame” by Legal500 – EU and Competition

Contact details Helge Stemshaug

Partner and Head of BAHR’s Competition group Tier1 in Chambers 2021 and Legal 500 (Competition/Antitrust) Named Thought leader – Competition by Who’s Who Legal 2021 “The highly esteemed Helge Stemshaug offers a broad competition practice, with notable experience in market investigations, follow-on damages claims and merger clearance notifications.” (Chambers Europe 2021)

Telephone: +47-92 88 13 96 | Email: hst@bahr.no

Beret Sundet Partner

Tier1 in Chambers 2021 and Legal 500 (Competition/Antitrust) Ranked “Hall of Fame”– EU and Competition in Legal 500 2021 Who’s Who Legal (Competition) 2020 “Beret Sundet is always to the point. She has a lot of knowledge, and quickly captures the issues and does not spend useless time on unimportant topics.”

(Legal 500 2021)

Telephone: +47-92 88 13 85 | Email: bsu@bahr.no

Arne Torsten Andersen Partner

Tier3 in Chambers 2021 (Public Procurement) Ranked “Leading individual”– Public Procurement in Legal 500 2021 "customer-oriented, with quick responses, a high degree of availability and extensive knowledge.” (Chambers Europe 2021)

Helge Stemshaug 38

Arne Torsten Andersen

Beret Sundet

Telephone: +47-97 14 73 38 | Email: ata@bahr.no