Norwegian Public Takeover Deal Study - For the year 2021

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Norwegian Public Takeover Deal Study For the year 2021


Published June 2022

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CONTENTS Record High Activity

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Public Takeover Battles Euronext Growth Market The Public Takeover Deal Study 2021 Appendix: Transactions Reviewed The BAHR Public Takeover Team

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Editorial Team

Camilla Iversen, Arne Tjaum, Martin Kloster Aasen and Lars Knem Christie

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BAHR´S NORWEGIAN PUBLIC TAKEOVER DEAL STUDY FOR THE YEAR 2021 BAHR continuously advises on a large number of the public M&A transactions in Norway, giving us deep insight on market terms and prevailing trends. We examine the latest developments on key terms for takeovers on the Oslo Stock Exchange, sourced from all transactions in the period 2015 – 2021. Special interest lies with the new Euronext Growth market, where Norwegian takeover rules do not apply and have recently seen some examples on the approach taken.

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Lars Knem Christie, Partner

RECORD HIGH ACTIVITY Welcome to BAHR’s Norwegian Public Takeover Deal Study for the year 2021. In this survey, we examine the latest developments on key terms for takeovers on the Oslo Stock Exchange. The number of takeovers on the Oslo Stock Exchange has been stable in recent years with plus/ minus 10 transactions and takeover attempts launched annually. 2021 was a record year for IPOs in Oslo, both in terms of number and value, but also had high activity in the public M&A market with 14 public offers with a record NOK 140 billion in value. Aker BP’s acquisition of Swedish

listed Lundin Energy’s Norwegian business, as announced just before Christmas, is said to be the largest public M&A transaction in Norway ever, although structured as a merger combination. BAHR is advisor to Aker BP in this transaction. The predominant transaction structure for takeovers is still recommended conditional voluntary tender offers for cash based on a transaction agreement with the target board. The buyers are equally shared between industrials and financials.

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PUBLIC TAKEOVER BATTLES The Swedish fight for the Norwegian real estate company, Entra, was one of the highlights in 2021. Historically we have rarely seen as many as three competitors in a public battle. It started in 2020 with an unsolicited and unrecommended offer by the Swedish listed SBB. Shortly afterwards, the Swedish listed Castellum launched a competing offer. Both of these bids offered a combination of shares and cash - and both with a «mix & match facility» alternative for the first time in the Norwegian market, meaning that shareholders could elect to receive as much cash as possible or as much shares as possible within the parameters of the offer. None of these had any transaction agreement with the target Entra board. Castellum acquired the Norwegian State’s block (being the second largest Entra shareholder) in conjunction with its announced offer, though with a price protection mechanism, which was debated in media given the competitive situation.

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An interesting difference between the offers was that SBB made an offer for a specific price, to be paid in a stipulated NOK amount to be paid cash and a specific NOK amount to be paid in SBB shares; i.e. the Entra shareholders were not exposed to fluctuations in the SBB shares. Castellum, however, had an offer for a specific NOK amount to be paid in cash and a specific number of Castellum shares; i.e. the Entra shareholders had the upside (and downside) in Castellum share trading to closing. While the two competitors were in the market, a third Swedish listed real estate company, Balder, started acquiring shares up to almost a controlling stake. Balder effectively blocked the two other bidders, which withdrew their offers. Subsequently, Balder exceeded the 1/3 mandatory offer threshold and made its statutory bid, with very low acceptance rate. Balder and Castellum are still the two largest shareholders of


Entra, both owning more than 30% each. BAHR acted as legal advisor to Castellum.

more than 50% of the shares in NRS – and as a consequence, SalMar withdrew its offer.

The Norwegian seafood industry has been subject to an unprecedented public takeover fight. In 2021, the listed seafood company NTS (as a consolidated group) acquired shares exceeding the 1/3 mandatory offer threshold in Norway Royal Salmon (NRS) and announced its intention to reduce its stake below the threshold to avoid an offer obligation. However, NTS decided to make a mandatory offer instead – at NOK 209 per share. The NRS board recommended the shareholders to not accept the NTS offer and initiated a strategic review process. NTS increased the offer to NOK 240 per share. Shortly afterwards, the seafood major SalMar launched its intention for a competing bid at a higher price of NOK 270 per share. The NRS board subsequently recommended the shareholders to not accept the NTS offer. Despite this, NTS received acceptances for

Following these events, NTS proposed to sell Salmonor, a large salmon farming business, to NRS (its listed subsidiary). Shareholder fights in NTS surfaced, following which a group of more than 10 NTS shareholders announced its intention to make an offer for NTS. This resulted in a battle for NTS, a company which holds a controlling stake in listed Frøy, in addition to NRS where NRS holds a controlling stake in the Euronext Growth listed company Arctic Fish. In 2022, one of the world’s largest seafood companies, Mowi, launched its intention to make a competing offer for NTS. Shortly after, SalMar launched a competing and higher bid for NTS. Shortly thereafter, Mowi withdrew its intention to launch an offer. Consequently, six Oslo listed seafood companies have been involved. The situation is still ongoing and BAHR is acting as legal advisor to SalMar.

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EURONEXT GROWTH MARKET A major topic in the Oslo capital markets over the past two years has been the record high IPOs on Euronext Growth Oslo (a multilateral trading facility operated by the Oslo Stock Exchange), both in terms of number of listings and value. Following the Covid-19 outbreak in March 2020, more than 100 companies have been listed on the Euronext Growth market in Oslo, and there are currently some 120 companies listed on this venue. The Norwegian mandatory offer rules do not apply to Euronext Growth Oslo - unlike the regulated marketplaces. The disclosure duties for large shareholders do not apply either (save for the issuer company’s obligation to announce a large shareholder passing 50% and 90%). The absence of mandatory offer rules may in principle

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provide more flexibility for buyers in this market. Many of these companies are trading below their IPO pricing, which potentially make them more exposed to takeover bids – combined with the absence of mandatory offer regulations. Oslo Børs has however encouraged market participants to consider these aspects carefully. To date, we have seen a few takeover offers in this market, which seem to have been structured along the principles of the Norwegian voluntary offer rules. The development and structuring takeovers in this growth market is especially interesting to follow in the time to come. Partner colleague Arne Tjaum is the author of the only textbook on Norwegian takeovers. Perhaps he needs to include a chapter on Euronext Growth?


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The targets

Industry classi cation of target’s business

2021

2015 - 2021

11%

2%

Energy 14%

25%

Industrials

9% 14% 7%

17%

Financials Consumer Health Care

11%

Real Estate 32%

Utilities

Number of target companies: 42 (2015 - 2021), 12 (2021)

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8%

IT

8% 8%

33%


The targets

Enterprise value Over 1 EUR billion MEUR 250 > 1 EUR billion MEUR 100 > MEUR 250 Below MEUR 100 75%

50% 39%

50%

39% 33% 25%

25% 25% 17%

11%

11% 0%

2015 - 2021

0%

2019

0% 0%

2020

2021

Number of target companies: 42 (2015 - 2021)

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The bidders Bidder type Industrial bidder Financial bidder 80%

58%

58% 50%

50%

42%

42%

20%

2015 - 2021

2019

2020

2021

Transactions reviewed: 45 Transactions reviewed: 12 (2021)

Bidder home jurisdiction Norway Europe ex. Nordic Other Nordic ex. Norway US

60%

40% 36%

33% 33%

33%

29% 25% 20%

17% 17%

11%

8% 4%

2015 - 2021

0%

0%

2019

Transactions reviewed: 45 Transactions reviewed: 12 (2021)

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25%

0%

2020

0%

2021

8%


Transaction structure and result Voluntary or mandatory? 100% Voluntary Mandatory

67% 58%

56% 44%

42% 33%

0% 2015 - 2021

2019

2020

2021

Transactions reviewed: 45 Transactions reviewed: 12 (2021)

Consideration offered Take-over bid with cash Take-over bid with all shares Take-over bid with cash and shares 100% 87%

83%

60%

40%

17% 11% 2%

2015 - 2021

0%

0%

2019

2020

0% 0% 2021

Transactions reviewed: 45 Transactions reviewed: 12 (2021)

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Transaction structure and result Voluntary offers - result Voluntary offer followed by a mandatory offer followed by squeeze-out Voluntary offer followed by squeeze-out Threshold for squeeze-out not obtained 100% 86% 80% 67%

33% 20% 9%

5%

0%

2015 - 2021

0%

0%

2019

0%

2020

2021

Transactions reviewed: 22 Transactions reviewed: 5 (2021)

Mandatory offers - result Below 50% 50% - <2/3

38%

2/3 - <90%

33%

90% and above 29% 25%

24%

14% 12%

2015 - 2021 Transactions reviewed: 21 Transactions reviewed: 8 (2021)

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2021

25%


Initiation of transaction process Did the target publicly disclose that it undertook a review of strategic alternatives before contact with bidder was established? (voluntary offers only) Yes

100%

100%

No

100%

92%

8%

0%

2015 - 2021

0%

2019

Transactions reviewed: 25 (2015 - 2021)

0%

2020

2021

Transactions reviewed: 5 (2021)

Did the bidder and the target enter into a formal transaction agreement? (voluntary offers only) 100% Yes No

80%

76% 60%

40%

24%

20%

0%

2015 - 2021

2019

Transactions reviewed: 25 (2015 - 2021)

2020

2021

Transactions reviewed: 5 (2021)

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Initiation of transaction process What was the target board of directors statement on the offer?

2020

Recommended Neutral

40%

Negative

60%

None 2015 - 2021 7%

2019 17%

24%

2021

17%

67%

8%

60% 9%

25% 50% 17%

Transactions reviewed: 45 (2015 - 2021) Transactions reviewed: 12 (2021)

How many fairness opinions were obtained by target? None 83%

1 Opinion 2 Opinions

67% 60%

60%

40% 33% 25% 17% 8%

7% 0% 2015 - 2021

2019

0% 2020

Transactions reviewed: 45 (2015- 2021) Transactions reviewed: 12 (2021)

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2021


Initiation of transaction process Bidder’s ownership in the target at the launch of the offer 2020

0% 1% - 30% 2021

31% - 50%

40%

Above 50%

60%

17%

2015 - 2021

17%

25%

29%

2019

38% 42%

33% 16%

50% 18% 17%

Transactions reviewed: 45 (2015- 2021) Transactions reviewed: 12 (2021) What percentage of target securities were pre-accepted (voluntary offers only) Above 50% 30% - 50% 60%

11% - 30% 0% - 10%

60%

50%

44% 40%

25%

24%

25% 20% 20%

16%

16%

0%

2015 - 2021

2019

0%

2020

0%

0%

2021

Transactions reviewed: 25 (2015- 2021) Transactions reviewed: 5 (2021)

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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 but with matching right for first bidder Hard Several types 100%

50%

50% 40% 40%

36% 25% 5%

25%

9%

2015 - 2021

0% 2019

Transactions reviewed: 22 (2015- 2021) Transactions reviewed: 5 (2021)

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20% 0% 0% 2020

0%

0% 2021


Independent statements on 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?

Yes No

100%

57%

50%

50%

50%

50%

43%

0% 2015 - 2021

2019

2020

2021

Transactions reviewed: 42 (2015- 2021) Transactions reviewed: 12 (2021)

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Key Terms of transaction agreement

Non-solicitation obligation for the target with respect to soliciting other potential buyers? Yes No Not Disclosed

100%

100% 84%

50%

25% 25% 5%

11%

2015 - 2021

0% 2019

Transactions reviewed: 19 (2015-2021)

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2020

0%

0% 2021

0%


Key terms of transaction agreement Was the target board able to withdraw its recommendation of the offer? Yes Not Disclosed 100% 84% 67% 60% 40% 33% 16% 0% 2015 - 2021

2019

2020

2021

Transactions reviewed: 19 (2015- 2021) Transactions reviewed: 4 (2021)

Was the transaction subject to a break fee payable by target? Yes No 80%

Not Disclosed

75% 60%

47%

47%

40% 25%

20% 6%

2015 - 2021

0%

0%

2019

2020

0% 2021

Transactions reviewed: 19 (2015- 2021) Transactions reviewed: 4 (2021)

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Key terms of transaction agreement How much was the break fee/cost cover fee? Below MEUR 5 Above MEUR 20 Amount equal to incurred transaction cost

100%

100%

78% 67%

33%

11%

11% 0%

2015 - 2021

0%

2019

0%

0%

2020

0% 2021

Transactions reviewed: 9 (2015- 2021) Transactions reviewed: 3 (2021)

What percentage of the enterprise value was the break fee/cost cover fee? 100%

Above 1.5%

100%

1.0% - 1.5% Below 1.0%

44% 33%

33% 33% 33% 22%

0% 2015 - 2021

2019

0%

0%

0% 2020

Transactions reviewed: 9 (2015- 2021) Transactions reviewed: 3 (2021)

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2021


Conditions for completion Minimum tender threshold 90% and above 50% - 80% Not a condition 80% 75% 64%

60%

40% 25% 20%

20%

16% 0%

2015 - 2021

2019

0% 2020

0% 2021

Transactions reviewed: 25 Transactions reviewed: 5 (2021)

Completion of due diligence Yes No 100%

76%

75% 60% 40%

24%

25%

0% 2015 - 2021

2019

2020

2021

Transactions reviewed: 25 Transactions reviewed: 5 (2021)

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Conditions for completion Recommendation from the target board Yes No

100%

100%

68% 60% 40% 32%

0% 2015 - 2021

2019

0% 2020

2021

Transactions reviewed: 25 Transactions reviewed: 5 (2021)

Satisfaction/assurances of regulatory approvals Yes No

100%

100%

76% 60% 40% 24% 0% 2015 - 2021

2019

0% 2020

Transactions reviewed: 25 Transactions reviewed: 5 (2021)

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2021


Conditions for completion Availability of financing Yes No 100% 92% 80%

75%

25%

20%

8% 0% 2015 - 2021

2019

2020

2021

Transactions reviewed: 25 Transactions reviewed: 5 (2021)

Third party approvals Yes No 100% 80%

76% 60%

40% 24%

20%

0% 2015 - 2021

2019

2020

2021

Transactions reviewed: 25 Transactions reviewed: 5 (2021)

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Conditions for completion Conduct of business Yes No 100%

100%

80% 72%

28% 20% 0% 2015 - 2021

0%

2019

2020

2021

Transactions reviewed: 25 Transactions reviewed: 5 (2021)

No legal action Yes No 100%

100%

75% 64%

36% 25%

0% 2015 - 2021 2019 2020 Transactions reviewed: 25 Transactions reviewed: 5 (2021)

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0% 2021


Conditions for completion

MAC clause Yes No

100%

100%

72%

50%

50%

28%

0% 2015 - 2021

2019

2020

0% 2021

Transactions reviewed: 25 Transactions reviewed: 5 (2021)

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Transaction timing

What was the time between the date of the announcement of the intention to make the offer and the closing date?

2021

2015 - 2021 5 months - 1 year 7% 12%

4 months - 5 months 20%

25%

3 months - 4 months 2 months - 3 months 1 months - 2 months

28%

50%

33% 25%

Transactions reviewed: 43 Transactions reviewed: 12 (2021)

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Appendix A: Transactions reviewed

2021 Target

Bidder

KMC Properties ASA (Originally named Storm Real Estate ASA)

EBE Eiendom AS and Kverva Industrier AS

Q-Free ASA

Rieber & Søn AS

Axactor SE

Geveran Trading Co. Limited

Infront ASA

Dash Bidco AS

NattoPharma ASA

25% 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)

25%

The bids on Entra ASA from Castellum AB (publ) and Samhallsbyggnadsbolaget i Norden AB (respectively) were reviewed in the 2020 edition. NattoPharma ASA listed on Euronext Expand.

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Appendix A: Transactions reviewed 2020 Target

Bidder

Torghatten ASA

EQT Partners AB

Entra ASA

Castellum AB

Entra ASA

Samhallsbyggnadsbolaget i Norden AB

Funcom N.V.

Tencent Holding Ltd.

Data Respons ASA

AKKA Techonologies SA

25%

2019 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

25%

2018

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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

Songa Offshore SE

Transocean Ltd.


Appendix A: Transactions reviewed 2017 Target

Bidder

Weifa ASA

Karo Pharma AB

Hafslund ASA

Oslo Energi Holding AS

MultiClient Geophysical ASA

Geoex Ltd

Solvang ASA

AS Clipper

Tide ASA

25% Det Stavangerske Dampskibsselskab AS

2016 Target

Bidder

Serodus ASA

Viggo Harboe Holding 2006 ApS

Techstep ASA

Zono Holding AS (Middelborg Invest AS, Datum AS, Cipriano AS and more)

Aurora LPG ASA

BW LPG

Norwegian Property ASA

Geveran Trading Co Ltd

Havfisk ASA

Lerøy Seafood Group ASA

2015 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

Eltek ASA

Delta Electronics

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The BAHR Public Takeover Team LARS KNEM CHRISTIE

ROBIN BAKKEN

PARTNER

PARTNER

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

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

ARNE TJAUM

SVEIN GERHARD SIMONNÆS

PARTNER

PARTNER

T +47 950 39 85 E at@bahr.no

T +47 920 21 027 E sgs@bahr.no

LARS KRISTIAN SANDE

PERNILLE WOXEN BURUM

PARTNER

SPESIALIST PARTNER

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

T +47 926 17 440 E pwb@bahr.no

CAMILLA IVERSEN

MARTIN KLOSTER AASEN

SENIOR ASSOCIATE

SENIOR ASSOCIATE

T +47 474 16 227 E caive@bahr.no

T +47 481 53 538 E makaa@bahr.no

SIMON GUNNHEIM

SAM KRONENBERG

SENIOR ASSOCIATE

U.S. LAWYER (ADMITTED IN CALIFORNIA)

T +47 932 69 373 E sigun@bahr.no

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T +47 465 43 15 E samkr@bahr.no


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