Norwegian Merger Control 2026

Norwegian Merger Control 2026

An overview of Norwegian Merger Control

March 2026

Dear reader 2025 was a record year for Norwegian merger control under the current notification thresholds, with a total of 188 merger filings made to the Norwegian Competition Authority (NCA).

The Competition Appeals Tribunal (CAT) upheld the NCA's prohibition of Norva24/Vitek Miljø in the regional underground infrastructure maintenance market – its third merger decision. With Vitek Miljø's turnover barely exceeding the notification thresholds, the decision underscores the NCA’s and CAT’s willingness to intervene in smaller regional markets.

The NCA also demonstrated its ability to clear transactions at any stage of Phase II review, approving both Vy's acquisition of Flytoget and NorgesGruppen's acquisition of Norsk Medisinaldepot unconditionally, shortly before their respective Statement of Objections deadlines.

The NCA showed flexibility in accepting remedies, notably in SLB's acquisition of ChampionX, Infomedia's acquisition of Retriever, and most recently in March 2026 with the approval of Karo Healthcare’s acquisition of Aco Hud Nordic. Infomedia/Retriever required extensive remedies and further illustrated the NCA's use of its call-in powers, as the transaction did not meet the mandatory notification thresholds.

On the legislative front, the Competition Act Review Committee published proposed amendments on 1 December 2025, including changes to the callin deadline and an automatic suspension of NCA review timelines during July. The proposal is currently subject to public consultation, with parliamentary consideration unlikely before 2027.

This report provides an overview of these and other key developments in Norwegian merger control. We encourage you to review the full report and welcome any questions on how these developments may affect your business or transactions.

We hope you find this interesting!

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1. Summary of 2025 2. The Norwegian Merger Control System 3. BAHR - EU & Competition Law

Norwegian merger control in 2025 at a glance: CAT upheld prohibition decision in Norva24/Vitek – Traditional competition analysis The CAT upheld the NCA’s prohibition decision in Norva24/Vitek. Both parties were engaged in underground infrastructure maintenance – specifically emptying and pressure washing services in the former Hordaland County.

Vitek Miljø had a total turnover of approximately MNOK 103 (approx. MEUR 8.79) in 2022, slightly exceeding the turnover thresholds, which demonstrates the NCA's and CAT's willingness to intervene in smaller markets. This was the third time the CAT had considered a merger case.

The CAT agreed with the NCA's concerns regarding non-coordinated effects in the market for emptying and pressure washing services in the geographic area consisting of the former Hordaland County. The CAT considered the parties to be close competitors, noting that they were the largest players in terms of turnover and capacity, that they were specialised within emptying and pressure washing services, and that internal documents supported this conclusion.

The CAT also relied on public procurement data, in which the parties had won the last five public procurements and were ranked as number one and two in the last four of these. Although public procurement represented a relatively small proportion of the total market, the CAT noted that winning these tenders also conferred an advantage in the ad hoc market.

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Norwegian merger control in 2025 at a glance: The NCA continues to approve transactions in phase II As evident from several cases, the issuance of a Phase II decision does not necessarily lead to a Statement of Objection, nor does it mean that the NCA will use the full statutory time limit to reach its decision.

Vy/Flytoget – Phase II Clearance On 12 February 2025, the NCA approved the acquisition of Flytoget, the airport express train operator, by Vy, incumbent train operator, in Phase II. Both companies operated train routes to and from Oslo and Oslo Airport Gardermoen and were fully owned by the State, albeit under the control of different ministries. The NCA approved the transaction two weeks before the Statement of Objections deadline, finding that the transaction did not give rise to competition concerns. The NCA did not address the question of whether the acquisition constituted a change of control.

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NorgesGruppen / Norsk Medisinaldepot – Phase II Clearance On 15 December 2025, the NCA approved NorgesGruppen’s, a grocery wholesale and retail group, acquisition of McKesson Norway and Norsk Medisinaldepot (NMD) – a supplier of pharmaceuticals and health products distributed through the pharmacy chains Vitusapotek and Ditt Apotek, encompassing of both wholesale and retail operations.

The NCA initiated Phase II proceedings on 15 October 2025, raising two principal theories of harm. First, the NCA investigated whether NorgesGruppen – which holds substantial real estate assets, including properties leased to, or capable of being leased to, competing pharmacy chains – would have the ability and incentive to foreclose competitors by denying them access to strategically located properties.

Second, although NorgesGruppen and NMD operated in largely distinct markets with limited competitive overlap, the NCA noted that both parties competed for consumer sales of certain products, particularly over-thecounter medicines. The NCA was therefore concerned that the transaction would reduce competition in the overlapping product segments.

Following its Phase II investigation, the NCA rejected both theories of harm and cleared the transaction unconditionally. The approval was issued two days before the statutory deadline for issuing a Statement of Objections.

From a procedural perspective, it should be noted that the NCA stopped the clock on two occasions following unsatisfactory response to its extensive requests for internal documents.

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Norwegian merger control in 2025 at a glance: Willingness to approve cases with remedies SLB’s acquisition of ChampionX: Approved with remedies addressing vertical concerns SLB, a global oil service and energy company, acquired ChampionX, a company offering chemical solutions, as well as artificial lift, drilling and well monitoring technology. The transaction was approved in Norway following remedies addressing the NCA's vertical concerns related to ChampionX’s position as a supplier of Quartzdyne, a component considered crucial to drilling technology and well monitoring.

Prior to the NCA's decision, and in the context of parallel merger proceedings in the United States, ChampionX had agreed to divest its subsidiary US Synthetic to LongRange Capital, which also served to eliminate the NCA's concern regarding vertical foreclosure.

Notably, on 19 February 2026, the NCA notified SLB a fine of MNOK 30 (MEUR 2.56) for providing incorrect information in the merger notification.

Infomedia-Retriever merger: Call-in of transaction falling below the turnover thresholds resulted in extensive remedies Infomedia and Retriever both offer media monitoring, media analysis and media archive services.

The transaction fell below the mandatory notification thresholds and had been closed prior to the NCA call-in of the transaction.

The NCA was concerned with horizontal non-coordinated effects, noting that the parties had high market shares, were considered close competitors and entry barriers were high. The transaction was approved with extensive remedies through the divestiture of Infomedia's Norwegian business alongside a duty to offer access to existing agreements and rights to the purchaser, in addition to a duty to take all reasonable measures to preserve the value of Infomedia's Norwegian business until closing. In effect, the outcome in Norway was equivalent to a prohibition decision.

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Karo Healthcare’s acquisition of Aco Hud Nordic: Approval conditional upon the divestiture of the Locobase brand In October 2025 Karo Healthcare, a company operating in health-related products, submitted a merger notification to the NCA concerning the proposed acquisition of Aco Hud Nordic AB, a company active within skin care products. The parties had, inter alia, overlapping activities in the supply of therapeutic skincare products, comprising ointments, creams and lotions targeted at consumers with various types and severities of skin conditions, ranging from dry skin and mild eczema to more serious conditions such as atopic dermatitis and psoriasis.

On 6 March 2026, the NCA approved the transaction conditional upon the divestiture of the Locobase brand across the Nordic region to a suitable and independent buyer. The remedies encompass the artwork of all Locobase products commercialised in the Nordic region, as well as existing customer and supply agreements, to the extent these can be transferred. The acquisition cannot be completed until the NCA has approved the buyer and the transaction agreements.

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Legislative updates The Competition Act Review Committee delivered proposed amendments On 1 December 2025, the Competition Act Review Committee delivered its proposed amendments to the Competition Act. The majority recommends several changes relevant to merger control.

The Committee observes that Norwegian merger control is largely wellfunctioning and supports continuation of the substantive intervention threshold, the SIEC-test, which is harmonised with EU law. The Committee does, however, proposes certain procedural changes.

The majority supports continuation of turnover thresholds for mandatory notification, alongside expanded content requirements for the merger notifications.

The majority further proposes certain amendments to the deadlines for the NCA to call-in transactions, such that the deadline should be extended and not lapse until 30 working days from when information about the transaction became publicly available, or 15 working days from when information about the transaction was made known to the NCA by the parties. Further, the majority proposes including in the legislation a right for the NCA to adopt a suspension requirement for implementation of transactions in individual cases where the transaction has not been implemented and has been called in or submitted voluntarily.

On procedural timelines, the majority supports a consent-based extension of case processing deadlines of up to 20 working days, as well as an automatic suspension of the all deadlines during July.

The proposal has been circulated for public consultation, with a response deadline of 27 March 2026. The proposal includes several minority positions, and the outcome of the consultation process will be instrumental in shaping the final amendments. The proposal is not expected to be considered by Parliament until 2027

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The NCA continues focus on selected sectors: Markets and companies subject to individual disclosure requirements Certain companies are subject to additional disclosure requirements below merger filing thresholds when conducting M&A within ‘focus markets’, in order to enable the NCA to assess whether to exercise its call-in power.

These expanded disclosure requirements are typically imposed following cartel investigations and complex merger investigations, and failure to comply has been sanctioned several times by the NCA. The NCA uses the information gathered to decide whether further investigation is warranted and whether to call-in the relevant transaction.

The scope of the disclosure requirements has gradually expanded, and several companies are now also required to disclose minority acquisitions.

Companies subject to expanded disclosure requirements as of March 2026 Fuel: Uno-X Mobility, St1 Norge, Security systems: Verisure, Sector Certas Energy Norway, Circle K Norge, Alarm YX Norge (the latter new as of 2025) Laundry services: Nor Tekstil Electricity: Statkraft, Eviny, Skagerak Concrete: Nordic Concrete Group, Energi, Å Energi, Hafslund Kraft Heidelberg Materials, Unicon Waste Management: Norsk Gjenvinning,

Accounting systems: Visma

Sports equipment: Sport Holding

Maintenance of underground infrastructure: Norva24 (new as of 2025)

Online classified ads: Vend Marketplaces

EV charging networks: Mer Norway, Circle K, Eviny Elektrifisering, Recharge, Tesla

Groceries: NorgesGruppen, Coop, REMA 1000, Bunnpris IK Lykke

News: Amedia, Polaris, Schibsted

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1280 notifications during the last 10 years: Outcome of cases, 2016 – 2025

0.9% other:

Remedies phase I: 1 Transferred Commission: 1 Withdrawn phase I: 7 Rejected: 3

96.2%

cleared in phase I (1231 cases)

Prohibition

8 cases

2.9%

phase II-cases (37 cases)

Remedies phase II

11 cases

4 cases

Ongoing phase II

Cleared phase II

13 cases

14

Withdrawn phase II

1 case

1280 notifications during the last 10 years: Average handling time (business days), 2016 – 2025

All notifications

12.8 days

Phase I clearances

11.0 days

Phase II clearances

68.2 days

Remedies and prohibitions

100.5 days

Sources: kt.no, einnsyn.no, BAHR analysis

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1. Summary of 2025 2. The Norwegian Merger Control System 3. BAHR - EU & Competition Law

Long tradition of merger control in Norway Norway has had a national merger control regime since 1988. The current regime and notification thresholds was introduced in 2014. Economic analysis has always been an integrated part of the merger analysis process.

The enforcement approach has been strict, with a number of prohibitions and conditional clearances issued each year. Fines have been imposed for gun jumping and provision of insufficient information.

Interventions*

Notifications received 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Prohibitions

84 96 96 103 110 107 94 156 161 113 152 188

1 0 3 1 0 (+1)* 1 (+1)* 1 1 (+1)* 0 1 1 (+1)* 0

*Intervention decisions issued within the calendar year **Phase II withdrawals

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Remedies 2 5 0 0 2 2 0 1 3 0 0 2

Competition authorities in Norway

Case review: The Norwegian Competition Authority

Administrative review: The Competition Appeals Tribunal (CAT)

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 CAT

Transactions without EU dimension

Transactions with an EU dimension

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

Transactions with an EFTA dimension

Concentrations may under exceptional (theoretical) circumstances be subject to jurisdiction of the EFTA Surveillance Authority

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Judicial review: Gulating Court of Appeal

Judicial review: Supreme Court of Norway

The CAT’s decisions are subject to judicial review by Gulating Court of Appeal – only the parties can appeal CAT decisions in merger cases

Decisions by the Gulating Court of Appeal are subject to judicial review by the Supreme Court

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Mandatory notification if statutory thresholds are exceeded

01

Applies to concentrations…

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 rise to decisive influence over assets to which a market presence can clearly be attributed

02 … If turnover thresholds are met •

Combined turnover in Norway of all the undertakings concerned ≥ NOK 1bn (≈ EUR 85.3 million / USD 96.2 million)*, and

•

Turnover in Norway for each of at least two parties ≥ NOK 100m (≈ EUR 8.5 million / USD 9.6 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 in Norway

* Based on Norges Bank (Central bank of Norway) average exchange rate 2025 NOK/EUR 11.7177; NOK/USD 10.3912

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The NCA has the power to call-in transactions of non-controlling shareholdings and concentrations falling below thresholds

01

Non-controlling shareholdings Non-controlling shareholdings are not subject to mandatory notification, but the transaction may be called in by the NCA, or the parties may decide to submit a voluntary notification.

Call-in decision must be issued by the NCA within three months after the final agreement or completion of transaction (whatever occurs first).

The NCA has used this power twice – and intervened in one of these (reduction in ownership share).

02 Concentrations falling below thresholds There is no mandatory notification for concentrations falling below the thresholds, but concentrations may be called in by the NCA, or the parties may decide to submit a notification voluntarily.

The NCA deadline for using its call-in power is three months after the final agreement or completion of transaction (whatever occurs first).

The NCA is 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 (see further details on page 13). Further, the NCA is engaged in screening of markets and there is a whistle-blower form on the NCA web site.

11 call-in decisions have been issued since the current notification thresholds were introduced in 2014.

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Call-in power used in 11 cases (below thresholds) Number of call-in decisions 2 1 0

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

Cases Date

Parties

Market

Outcome

21/3/2014

Ulefos/Kongsberg Esco

Water supply and sewerage products

Cleared phase I

12/4/2016

AT Skog/SB Skog

Forestry products

Cleared phase II

24/8/2018

Sector/Nokas

Home security

Conditions phase II

15/11/2018

Nortekstil/ Rent Nordvest

Laundry services

Transaction withdrawn in phase II

11/10/2019

Nortekstil/Storvask

Laundry services

Agreement amended (no concentration)

21/2/2020

Amedia/Nu Publishing

Local media

Cleared phase I

12/3/2020

Schibsted/Nettbil

Online classified

Cleared by the Supreme Court after prohibitions from the NCA and CAT

29/6/2021

Bonnier/ Strawberry Publ.

Book publishing

Order withdrawn before notification

24/6/2022

Axess Logistics/ATS

Auto transport

Cleared phase II

22/12/2022

SKion/Enwa

Water treatment

Cleared phase II

27/9/2024

Infomedia/Retriever

Media surveillance and analysis

Conditions phase II

Source: BAHR analysis

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Prenotification • Not required in simple matters • 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

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Clearance, Remedy decision, or Phase II

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

Clearance, Remedy decision, or SO

Parties’ comments to SO • 15 working days

NCA Final assessment • 15 WD • Max 45 wd if remedies offered after SO

Clearance, Remedy decision, or Prohibition

An automatic standstill applies until a final decision is made or the investigation is concluded.

Phase II deadlines are not affected by a remedy proposal submitted in Phase I. However, there will be extensions in Phase II if remedies are proposed after day 55 and before the Statement of Objections (day 70). The maximum extension is 15 working days, meaning the entire process to a Statement of Objections can extend to a maximum of 85 working days from notification.

Remedies offered after the Statement of Objections will extend the deadline for the NCA decision further with 15 working days. The deadline can be extended by an additional 15 working days if the parties request or approve a request from the NCA.

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

Pre-notification referrals The parties may request a referral to the EU Commission where at least three EU Member States are capable of reviewing the transaction. It should be noted that Norway as an EFTA State does not count in this respect.

The NCA has no general veto power and may in principle also initiate parallel proceedings. The parties may also request a referral from the EU Commission to the NCA by means of a Form RS.

Post-notification referrals The NCA has no right to request referral to the EU Commission at its own initiative but may adhere to requests from EU Member States.

In 2020, the NCA joined the Danish Competition and Consumer Authority's Article 22 request in M.9744 MasterCard/Nets, in 2021, the NCA joined the French Competition Authorities' Article 22 request in M.10188 Ilumina/GRAIL, and in 2023, the NCA joined the Danish and Finnish competition authorities' Article 22 request in M.11241 EEX/Nasdaq Power.

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

The EU Commission may refer cases to the NCA, and has done so in several cases, including 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’).

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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

Norway applies a consumer welfare standard, meaning that only efficiencies with impact on pricing are relevant.

The substantive test was amended from 1 July 2016. Previously, Norway applied a SLC/total welfare test. There have been no significant apparent changes in review intensity or number of interventions following the amendment.

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Interventions/conditional clearances since 2015 (including phase II withdrawals) 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

Eimskip / Nor Lines

Sea transport of frozen seafood

Prohibition

n/a

Greencarrier et al / Nordic Port Services

Port services

Withdrawn in phase II

V2018-19

St1 Norge / Statoil Fuel & Retail Marine

Marine oils

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

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Appeal decision

Prohibition

Prohibition

Appeal withdrawn

Case

Main markets

NCA decision

V2019-23

Tieto / Evry

IT services

Structural remedy (phase I)

V2020-31

Schibsted / Nettbil

Online advertising and sale 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

Distribution of mutual funds

Prohibition

V2022-4

Royal Unibrew / Hansa Borg

Alcoholic beverage distribution

Quasi-structural remedy

V2022-8

Nortura / Steinsland

Egg and poultry production

Behavioural remedy

V2022-10

Bewi / Jackon

Packaging materials

Structural remedy

V2023-3

ØB Group / AS Betongvarer

Ready-mix concrete

Prohibition

V2024-5

Norva24 / Vitek Miljø

Underground infrastructure services

Prohibition

n/a

Saferoad / Ze Bra

Road markings

Withdrawn in phase II

V2025-1

Schlumberger / ChampionX

Offshore services

Behavioural / structural

V2025-11

Infomedia/Retriever

Media surveillance

Structural remedy

V2026-1

Karo Healthcare/Aco Hud Nordic

Skin care

Structural remedy

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Appeal decision

Clearance

Clearance

Prohibition

4 phase II clearance decisions after SO since 2014

Norwegian Air Shuttle/ Widerøe (2023)

Gjelsten Holding and O.N. Sunde/Gresvig Retail Group (2020)

Market: Air passenger transport

Market: Sports retail

Closed after 94 working days

Closed after 107 working days

Telia Company/Phonero (2016)

NorgesGruppen/Tiger (2015)

Market: B2B mobile services

Market: Convenience retail

Closed after 104 working days

Closed after 105 working days

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Procedure No formal deadline for filing A standstill obligation applies for all concentrations subject to mandatory notification.

A prenotification dialogue or draft notification is not required but is recommended in more complex matters and is expected by the NCA in such cases.

Prenotification may, however, be necessary if seeking a phase I remedy decision.

Phase I Within 25 working days, the NCA must approve the transaction or decide to continue the investigation (a 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.

There is no formal decision if the NCA authorises a concentration unconditionally in phase I, but confirmation is provided by email.

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Phase II: Before statement of objections Within 70 working days from receipt of a 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 accordingly.

Unconditional phase II clearance decisions are normally brief, only outlining the key arguments for closing the inquiry.

Phase II: After statement of objections The parties have 15 working days to submit comments after the SO. The NCA must issue a final decision (clearance, prohibition or acceptance of remedies) within 15 working days of receipt of the parties' comments.

A 15 working day extension applies if the parties propose remedies after the draft prohibition decision. An additional 15 working day extension is available if the parties request or approve a request from the NCA.

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Automatic standstill until final decision

Automatic standstill for all concentration subject to mandatory notification until final decision Standstill also for mergers called in by the NCA or where notification is submitted voluntary The standstill obligation commences from the moment the NCA issues its call-in decision or from when notification is submitted voluntarily. Where the transaction has been completed prior to the standstill coming into force, the NCA will typically indicate that no further implementation may take place. It should be noted, however, that the legal basis for this approach may be questioned in light of the judgment in C-633/16 Ernst & Young.

Exemptions The NCA may grant a derogation from the standstill obligation. However, derogations are only granted if a significant negative impact on the parties or society as a whole can be established. Such derogations may be granted for "rescue operations", such as cases involving a risk of bankruptcy, where there are no substantial competition concerns. In practice, the NCA appears to prefer granting swift approval rather than issuing derogations.

Additionally, there is a partial exemption for public bids and series of transactions in publicly-traded securities, similar to the provision in Article 7(2) of the EUMR.

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The notifying party/-ies can offer remedies

The notifying party or parties have sole responsibility for offering remedies Whilst both behavioural and structural remedies are possible, the NCA has historically preferred structural remedies. Remedies may also include the appointment of a trustee. Although there is normally a dialogue between the notifying party or parties and the NCA prior to the submission of remedies, the NCA's guidance in these discussions is often brief.

The NCA may issue a decision including remedies offered by the parties without conducting a full review of possible anti-competitive effects resulting from the concentration In practice, however, the NCA is not prepared to issue a remedy decision before all potential theories of harm have been investigated, and the proposed remedy must remove all identified concerns.

A decision from the NCA accepting the remedies offered may be adopted without prior notification to the parties. This limits the NCA's obligation to conduct a full investigation, for example with respect to whether the remedy goes further than strictly necessary. Whilst a 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).

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Pre-notification contacts less extensive than in many other jurisdictions, but increasingly common

Pre-notification contacts in Norway are typically less comprehensive than in many other jurisdictions Whilst a draft notification is often submitted and reviewed in more complex matters, there is no requirement for specific sign-off from the NCA before submitting a formal notification.

Once the NCA receives a formal notification, it has 15 working days from receipt to declare it incomplete.

In more complex cases pre-notification contacts are more common Pre-notification can be important to achieve Phase I clearance in “semicomplex” cases and in potential Phase I remedy cases.

For less complex cases, including simplified notifications, high-level prenotification contact is possible and appreciated by the NCA as a courtesy, though it is not necessary. In these situations, it is often sufficient to provide a courtesy pre-warning that a notification will be submitted.

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

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Information required in notifications Norway does not have a strict notification form, but minimum content requirements are set out in the Competition Act. Notifying parties must identify any confidential information and include a reasoned opinion explaining why the identified information is considered confidential. The notification will not be declared complete until confidential information has been properly identified with a reasoned opinion.

Internal documents Internal documents are not required for a filing to be considered complete.

However, the NCA will normally request internal documents in more complex matters. The request for internal documents is often extensive and may also include emails and other electronic conversations in addition to internal presentations, memoranda, reports etc.

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Minimum content requirements: 1.

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

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: a.

Market structure

c.

Barriers to entry

b.

d. e.

The most important competitors, customers and suppliers in the affected markets Horizontally affected: Combined market share > 20%

Vertically affected: Market share > 30% in both vertically related markets

4.

A short description of vertically related markets where the undertakings’ 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

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Simplified notification for non-complex cases Short form notification for certain concentrations Short form notification is available for the creation of joint ventures when the turnover of the joint venture is below NOK 100m in Norway and assets transferred to the joint venture are valued below NOK 100m. Short form notification also applies to the dissolution of joint ventures (from joint to sole control), horizontal mergers where the joint market share do not exceed 20%, and vertical mergers where joint and individual market shares do not exceed 30%.

Short form notification must include the following information 1.

2.

3.

4.

5.

6.

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 publicly available); In case of creation of joint ventures, an overview of markets where parent companies will remain active in the same market as the joint venture or in any vertically related or neighbouring markets

If short form is not accepted The NCA must state within 10 working days if conditions for simplified notification are not met. The NCA may order a standard notification within 15 working days after receipt of a simplified notification. Deadlines are suspended from the order of notification until receipt of a (complete) standard notification.

This is rare and has happened twice since 2014.

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Publicity and access to file A non-confidential version of the notification and key facts is published on the NCA's website few days after the notification has been submitted.

Both 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 to pre-notification documents is not granted until the concentration has been made public or notified.

The NCA may presume that the parties do not oppose public access to information that is not clearly marked as confidential.

Reasons why information should be considered confidential must be given for every instance of suggested redaction.

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Administrative review by the Competition Appeals Tribunal Since 1 April 2017, the Competition Appeals Tribunal (CAT) has served as the appellate body for all NCA decisions. To date, the CAT has reviewed three NCA merger decisions.

The CAT conducts a full merits review, encompassing the facts, the discretionary assessment, and the application of law. The CAT is not limited to the issues raised in the appeal or the grounds set out in the appealed decision.

The possible outcomes of an appeal depend on the type of NCA decision being challenged: •

In the case of prohibition decisions, the CAT is not bound by the NCA's original decision and may issue a new decision. The CAT may confirm the prohibition, clear the transaction unconditionally or grant a conditional clearance. The CAT may also remit the case to the NCA for a renewed review. Where the CAT clears the transaction, its decision is final.

•

In the case of a conditional NCA clearance, the CAT may only confirm or annul the NCA's decision. Where the decision is annulled on the basis that the conditions for intervention are not met, the CAT's decision is final. Where the decision is annulled on other grounds (e.g., procedural errors or inadequate remedies), the NCA must adopt a new decision or issue a draft prohibition decision within 45 working days.

CAT decisions are subject to judicial review by the Gulating Court of Appeal in Bergen. Only the parties to the transaction, and not the NCA, may appeal CAT decisions in merger control cases. Decisions of the Court of Appeal are, in turn, subject to judicial review by the Supreme Court. Both courts rendered their first, and to date only, merger control judgments in the Schibsted / Nettbil case, in 2022 and 2023, respectively.

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Timeline for administrative review by the Competition Appeals Tribunal

NCA:

Parties:

NCA:

Parties:

Final NCA decision

Appeal

Comments on appeal

Possible CAT Hearing

Max. 15 wd

Max. 15 wd

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Max. 60 wd

CAT:

NCA:

NCA:

Appeal decision

Draft prohibition decision/ clearance

New decision / clearance(2)

Only if case returned to NCA for new treatment +15+15+15(3) wd (see NCA review timeline)

Max. 45 wd(1)

(1) Prolonged accordingly if parties propose commitments later than 35 working days after appeal decision (2) Clearance decisions may be “full” or subject to (new) remedies as offered by the notifying party/-ies (3) If remedies are offered by the parties after draft prohibition decision

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1. Summary of 2025 2. The Norwegian Merger Control System 3. BAHR - EU & Competition Law

“The team has extremely knowledgeable, strategic and effective advisers.

They are exemplary lawyers with deep experience in Norway and globally.”

Chambers 2025 “Extremely experienced team that quickly pinpoints the central legal issues involved and makes this understandable to the client, so practical business implications immediately are brought to the surface.”

Legal 500 2025

BAHR takes a holistic approach Pre-assessment We take pride in providing early advice and structuring the process to fit your business needs. Our services include early screening of where filing is required, likelihood of clearance and potential remedies. We work closely with our M&A department to efficiently identify and structure the filing strategy, timing issues and handle information sharing. Economic advice is integrated in all phases through our own in-house economist, from preliminary assessments and throughout the filing process, including design of remedies.

National We have extensive experience in handling both simple and complex cases before the NCA. We provide expedient handling of simple cases and have extensive experience with complex cases.

BAHR has handled 3 of the 4 phase II clearance decisions issued after SO since 2014, and has handled 2 of the 3 merger cases for the CAT, including the only merger case that has been overturned by the CAT. We also have experience in handling extensive information requests.

With BAHRs expansion into Sweden and Denmark, BAHR will provide a one-stop shop for Scandinavian merger control.

International We are well placed to efficiently handle your multijurisdictional merger filings in close cooperation with our extensive international network. BAHR provides a one-stop-shop for multijurisdictional filings. BAHR has handled a large number of cases before foreign competition authorities in cooperation with our extensive international network – we frequently interact with law firms in Europe, South America, the US, Australia and Asia.

BAHR has handled cases before the EU Commission.

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BAHR selected highlights in 2025 +

+

BAHR represented McKesson Corp. in the sale of its Norwegian pharmaceutical wholesaler Norsk Medisinaldepot, including the pharmacy chains Vitusapotek and Ditt Apotek, to Norway's leading grocery group NorgesGruppen. The NCA cleared the transaction after an extensive phase II review of access to pharmacy premises and crosschannel product competition.

BAHR represents the healthcare and pharmaceutical company Perrigo Plc in the sale of Aco Hud Nordic to Karo Healthcare AB. The parties overlap within skin treatment and intimate hygiene products. The transaction was filed on 26 October 2025. The case was cleared conditional upon the sale of the Locobase brand on 6 March 2026.

Cleared in phase II

Cleared with remedies in phase II

+ BAHR represented audit and accounting newcomer Cedra in four acquisitions of local offices and customer contracts from Deloitte, KPMG, EY and RSM. The transactions have established Cedra as a new player focusing on auditing and accounting services for midmarket customers. All four cases where unconditionally cleared in phase I.

BAHR represented Schibsted in the acquisition of Telia Company's TV Media business (TVM), including TV4 in Sweden and MTV in Finland. The transaction was cleared by the NCA in Phase I without remedies. Parallel filings were made in Sweden (competition and broadcasting licence), Finland (programming licence) and with the European Commission (foreign subsidies (FSR)).

Cleared in phase I

Cleared in phase I

+

+ BAHR represented the underground infrastructure maintenance company Norva24 Vest in its proposed acquisition of Vitek Miljø, handling both the NCA and the subsequent CAT appeal. Both parties are active within emptying and pressure washing services in the gerater Bergen region. The NCA prohibited the transaction, and the CAT upheld the NCA's prohibition decision.

Prohibited by the NCA (upheld by the CAT)

BAHR represented ChampionX in the NCA proceedings concerning SLB’s proposed acquisition of the company. The transaction combined two global companies in the oil and gas production chemicals sector. It was cleared in phase II following remedies addressing vertical concerns, with parallel proceedings in nine additional jurisdictions, including the UK and the US. 52

Cleared with remedies in phase II

BAHR: Consistent Top Ratings

• • • • • • • • •

Ranked in all categories by Chambers • Global 2026 Top ranked in 16 categories by Chambers • Europe 2025 Ranked in all categories by Chambers • Global 2025 Top ranked as Tier 1 in fourteen categories • in the 2025 edition of Legal 500 Top ranked as Tier 1 in all categories by • IFLR 1000 2024 Top ranked as Tier 1 in all categories by • World Tax 2025 Top ranked as “Elite firm” in the category • Competition Law by GCR100 2026 Ranked in three categories by IP Stars 2024 • Top ranked as “Gold firm” in the category Litigation and transactions by IAM Patent 1000 2024 53

Norway Tax Firm of the Year, ITR Awards 2024 Firm of the Year: Norway, IFLR European Awards 2023, 2024 and 2025 Net-Zero Transition Award, IFLR European Awards 2024 and 2025 Team of the Year for M&A: Regional, IFLR European Awards, 2025 Deal of the Year for Private Equity, IFLR European Awards, 2025 Norway Patent Disputes Firm of the Year, Managing IP Awards EMEA 2024 Europe Patent & Regulatory Team of the Year, Managing IP Awards EMEA 2024 European Cross-Border Patent Litigation Team of the Year, Managing IP Awards EMEA 2024

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

2025

Band 1

Tier 1

Elite

2024

Band 1

Tier 1

Elite

2023

Band 1

Tier 1

Elite

2022

Band 1

Tier 1

Elite

2021

Band 1

Tier 1

Elite

2020

Band 1

Tier 1

Elite

Helge Stemshaug is ranked Band 1, Beret Sundet Band 2 and Olav Kolstad Band 3 in Competition / Antitrust by Chambers Europe 2025 Beret Sundet and Helge Stemshaug named as Thought Leader, and Olav Kolstad named as Recommended in 2025 by Lexology Index: Competition.

Olav Kolstad and Beret Sundet ranked in “Hall of Fame”, Helge Stemshaug ranked as “Leading Partner” and Ylva Kolsrud Lønvik as “Leading Associate” in EU and Competition by Legal 500 2025

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Contact details

Helge Stemshaug

Beret Sundet

Arne Torsten Andersen

PARTNER +47 928 81 396 hst@bahr.no

PARTNER +47 928 81 385 bsu@bahr.no

PARTNER +47 971 47 338 ata@bahr.no

Elin Moen

Olav Kolstad

Harald K. Selte

PARTNER +47 415 26 541 emo@bahr.no

PARTNER | DR. JURIS +47 478 71 010 olk@bahr.no

SPECIALIST PARTNER +47 402 03 896 hks@bahr.no

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Disclaimer This publication is provided for general information purposes only and does not constitute legal advice. You should not rely upon it as a substitute for specific legal advice tailored to your particular circumstances. If you require legal advice on any matter addressed in this survey, please contact a BAHR partner.

BAHR accepts no responsibility for any information contained in this publication that may prove to be inaccurate, incomplete, outdated, or incorrect. BAHR excludes all liability (howsoever caused) to you or any third party for any loss or damage arising from the use of, or reliance upon, this publication. Any use of the information contained herein is entirely at your own risk