THE YEAR 2022 AT A GLANCE - MARKET ACTIVITY REMAINS HIGH

Over the past years, the Norwegian market experienced unprecedented years for listings on the Oslo Stock Exchange, both in terms of record numbers of IPOs as well as deal values. At the same time, we saw that the amount of public takeover offers followed suit and grew to an all-time high, with takeover battles for major entities that gained broad public attention.

The number of listings on the Oslo Stock Exchange in 2022 dropped from a record high 68 in 2021 to 16 in 2022, returning to numbers on par with averages from the past decade. However, the total amount of public takeover offers for listed entities in the Norwegian market remained high, despite a decrease from 14 total offers made in 2021 compared to the completed offers on 10 target entities in 2022. Still, the number of completed takeover offers in 2022 remains significantly higher than the annual average for the years 2015 to 2020. The 4 completed takeover offers on Euronext Growth Oslo contributed to the total number of offers in 2022 remaining high compared to previous years.The predominant transaction structure for take private transactions in the Oslo markets remains recommended conditional voluntary tender offers for cash based on a transaction agreement with the target board. Customary conditions for completion of voluntary tender offers are also fairly established, but SalMar ASA’s offer for the shares in NTS ASA included a hell or high water clause for obtaining competition clearance – a feature that is rare in the Norwegian public takeover sphere.

This year a majority of the takeover offers were made by industrial bidders, whereas in previous years transactions have on average been somewhat less dominated by industrial bidders. Another key feature for 2022 is that the amount of target entities operating in IT and technology sectors is close to double the average from previous years.

In a case before the Norwegian Stock Exchange Appeals Committee in 2022 it was ruled that there were not sufficient grounds for imposing the mandatory offer regime where a listed entity’s entire material business and assets were sold in a private transaction. In that case circumvention was alleged, but the ruling from the appeals committee implies that the threshold for triggering an obligation to put forward a mandatory offer for a transaction structured as a private acquisition is very high, if applicable at all.