Norwegian Public Takeover Deal Study 2024

Norwegian Public Takeover Deal Study 2024 edition for the year 2023

Table of content Introduction............................................................................................04 Oslo Børs and Euronext Expand..........................................................10 Euronext Growth Oslo.......................................................................... 50 Transactions reviewed .........................................................................90 The BAHR Public Takeover Team ..................................................... 98

2024 edition

BAHR´S Norwegian Public Takeover Deal Study 4

Dear reader, We are pleased to present you with BAHR’s annual Norwegian Public Takeover Deal Study, a comprehensive analysis of the public takeover landscape in Norway for 2023. This edition looks into the most recent trends, developments and defining characteristics of Norwegian public takeovers that have taken place in the last year.

A key example was the strategic announcement in November by a consortium comprising Permira, Blackstone, General Atlantic and TCV, and backed by major shareholders eBay and Schibsted, for the proposed takeover of Adevinta ASA at a valuation of NOK 141 billion. This was followed closely by another significant offer at almost NOK 18 billion for Kahoot! ASA, led by a 2023 has been a particularly consortium including Goldman noteworthy period for the Sachs, KIRKBI (the investment Norwegian capital markets. The arm of LEGO’s owner), and year has been marked by a robust General Atlantic. These two growth in the shipping, energy, transactions, each of which held and oil-service sectors, a a particularly prominent position significant debate concerning the in the public eye, were both practice of favoring private structured as rollover deals. placements over rights offerings in capital raises (with the former outpacing the latter at a ratio of over 9:1) and a historically low number of initial public offerings (IPOs). Amidst this backdrop, the Norwegian market witnessed its largest public takeover offer to-date, alongside a series of transactions distinguished by their remarkable complexity.

Notably, one-third of these takeovers surpassed the EUR 1 billion mark in value.

5

Lars Knem Christie, Partner

The year 2023 at a glance

Rollover transactions The past year we have seen a significant increase in the use of rollover mechanisms in takeover deals, a trend that has been facilitated by the current regulatory framework that allows for the negotiation of various agreements with shareholders prior to the announcement of an offer. In 2023, rollover structures were featured in one-third of all takeovers on Oslo Børs, and were even more prevalent on the Euronext Growth platform, where they featured in more than 70% of the offers.

6

These rollover transactions materialized in several forms, each tailored to meet the diverse needs of the target’s shareholder base and the individual deal structure. We have identified three primary configurations: 1.

A uniform rollover offer extended to all shareholders of the target, with the option to receive consideration in the form of shares, cash or a combination thereof.

2. A selective rollover offer designed for specific shareholders only, while the other shareholders receive exclusively cash compensation.

3. An offer for all shareholders of the target to participate in the rollover for a specific portion of their respective holdings in the target, with the remaining balance being compensated in cash.

The Adevinta and Kahoot! transactions serve as hallmark cases of the rollover trend, demonstrating the versatility and strategic application of these arrangements. The Adevinta

offer allocated a substantial part of its rollover consideration to major shareholders, offering a more limited rollover option to the other shareholders. In contrast, Kahoot! provided a rollover option to a select group of shareholders, with the remaining shareholders being compensated solely in cash. The rollover mechanism generally offers more flexible reinvestment and financing options than a pure cash consideration deal, but they have also attracted criticism for potential issues related to equal treatment of shareholders.

In addition to the rollover mechanism, US financial sponsors were prominent in the 2023 takeover market, participating in nearly 90% of all deals. These sponsors often already had a substantial ownership interest in the target prior to the launch The use of “hard irrevocables” was present in two-thirds of these transactions, and break-fees were incorporated into almost every deal—both figures surpassing conventional levels from previous years.

7

Additionally, Material Adverse Change clauses were used as a condition precedent to completion of the offer in 80% of the transactions, reflecting a trend towards fortified buyer protections in an era of geopolitical uncertainty.

Euronext Growth Oslo

After witnessing record-high levels of listings on the Euronext Growth Oslo market during 2020 and 2021, takeover activities began to emerge in this markets in 2022 and have continued in 2023.

The absence of the Norwegian takeover regulations and the significant shareholding disclosure requirements on this multilateral trading facility have allowed for a more agile and opportunistic approach to stakebuilding and takeover structuring for bidders. While, initially, the majority of these transactions adhered to the conventional takeover principles observed in regulated markets, by 2023, a noticeable shift took place towards more diverse deal structures.

The Euronext Growth Oslo market also witnessed the

8

introduction of innovative pricing models for takeovers, primarily enabled by the lack of minimum price requirements that exist in the takeover rules applicable in the main markets.

Award-Winning Expertise BAHR remains at the forefront of advising on Norway’s most significant public takeover transactions, including the largest of such deals involving Adevinta and Kahoot!. As a result of our involvement in these transactions, we have gained an in-depth perspective on the market dynamics and trends that have developed in the public takeover sector in 2023. We appreciate the continued confidence the market has placed in our legal advisory services, an honor that has led to our recognition as the winner of Mergermarket M&A Firm of the Year award in 2023 and the IFLR Law Firm of the Year award for Norway in both 2023 and 2024.

In our annual Norwegian Public Takeover Deal Study, we have examined the latest developments in key terms and figures for public takeovers on the Oslo Stock Exchange,

drawing on data from transactions that have taken place between 2015 and 2023.

Similar to last year’s edition, we have included both standalone and consolidated figures from previous years to offer a basis for comparison for you and to share the insight we have gained over the same time period. A new feature in this year’s edition is our analysis on a standalone basis of public takeover transactions that have taken place on the Euronext Growth Oslo market.

Enjoy the read!

9

Oslo Børs and Euronext Expand

10

11

Targets & bidders

12

13

The targets Industry classification of the targets’ business

2%

10%

Energy IT Industrials Financials Consumer Health Care Real Estate Utilities

16%

7%

10%

18%

8%

29%

Transactions reviewed: 65 Number of target companies: 59 (2015 – 2023)

2015 - 2023

Energy and IT are still the sectors that are driving public M&A

11%

11%

Transactions reviewed: 9 (2023)

34%

11%

33%

2023 * Global Industry Classification Standard

14

Market value Over 1 EUR billion MEUR 250> 1 EUR billion MEUR 100> MEUR 250 Below MEUR 100

36%

36% 33%

33%

23%

15%

13%

2015-2023

11%

2023

Transactions reviewed: 65 Number of target companies: 59 (2015 – 2023) Transactions reviewed: 9 (2023)

15

The bidders Bidder type Industrial bidder Financial bidder

89%

53%

Financial sponsors from US are the dominant buyers in 2023.

47%

11%

2015-2023

2023

Transactions reviewed: 65 (2015 – 2023) Transactions reviewed: 9 (2023)

Bidder home jurisdiction Norway Europe ex. Nordic Other Nordic ex. Norway US 45% 37% 23%

22% 16% 11%

13%

2015-2023

Transactions reviewed: 65 (2015 – 2023) Transactions reviewed: 9 (2023)

16

11%

11%

2023

11%

17

Transaction structure and results

18

19

Transaction structure and result Voluntary or mandatory?

Voluntary Mandatory

56%

53% 47%

44%

2015-2023

2023

Transactions reviewed: 65 Transactions reviewed: 9 (2023)

Consideration offered Take-over bid with cash Take-over bid with all shares Take-over bid with cash and shares

81%

60%

40%

17%

2%

0%

2015-2023

2023

Transactions reviewed: 65 Transactions reviewed: 9 (2023)

20

In one-third of the deals we saw a rollover component, which has become a popular transaction structure in the Norwegian market.

In combination of cash and shares offered, how much of the total consideration did the share consideration constitute?

Less than 20 % 20 % - 49 % 51 % - 79 % 80 % or more

50% 50%

0%

0%

50% 50%

0%

2022

0%

2023

Transactions reviewed: 4 (2022 - 2023) New in the 2022 edition

Did the mandatory offer have a share consideration option?

100%

100%

Yes No

0%

0%

2022

2023

Transactions reviewed: 9 (2022 - 2023) New in the 2022 edition

21

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 76%

60%

40%

20%

4% 0%

2015-2023

2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 5 (2023)

Mandatory offers - result 90 % and above 2/3 - <90 % 50 % - <2/3 Below 50 %

50% 37% 23%

25% 20%

25%

20%

0%

2015-2023

Transactions reviewed: 29 (2015 – 2023) Transactions reviewed: 4 (2023)

22

2023

23

Initiation of transaction process

24

25

Initiation of transaction process Did the target publicly disclose that it undertook a review of strategic alternatives before contact with the bidder was established? (voluntary offers only) 91%

Yes No

80%

20% 9%

2015-2023

2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 5 (2023)

Did the bidder and the target enter into a formal transaction agreement? (voluntary offers only)

Yes No 80%

76%

24%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 5 (2023)

26

20%

2023

What was the target board of directors’ statement on the offer?

8%

2015 - 2023

21%

61%

Recommended Neutral Negative None

10%

2023

11%

11%

11% 67%

Transactions reviewed: 65 (2015 – 2023) Transactions reviewed: 9 (2023)

27

Initiation of transaction process How many fairness opinions were obtained by the target?

None 1 Opinion 2 Opinions 58%

44% 34%

31% 22% 11%

2015-2023

2023

Transactions reviewed: 65 (2015 – 2023) Transactions reviewed: 9 (2023)

Bidder’s ownership in the target at the launch of the offer 2015 - 2023 31% 33%

Above 50 % 31 % - 50 % 1 % - 30 % 0%

2023

11%

18%

18% 45% 33%

Transactions reviewed: 65 (2015 – 2023) Transactions reviewed: 9 (2023)

28

11%

What percentage of target securities were pre-accepted? (voluntary offers only) Above 50 % 31 % - 50 % 11 % - 30 % 0 % - 10 % None

40%

40% 27% 20% 15%

20%

20%

15% 3%

2015-2023

0%

2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 5 (2023)

29

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 with matching right for first bidder Hard Several types

67%

54%

33%

32%

7%

7% 0%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 5 (2023)

30

0%

2023

Independent statements on the 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? 78%

Yes No 59%

41%

22%

2015-2023

2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 5 (2023)

31

Key terms of transaction agreements Where transaction agreements have been entered into

32

33

Key terms of transaction agreement Did the target undertake a non-soliciation obligation with respect to other potential buyers?

100%

Yes No Not disclosed

88%

4%

8% 0%

2015-2023

Transactions reviewed: 25 (2015 – 2023) Transactions reviewed: 4 (2023)

0%

2023

Voluntary offers with transaction agreements only

Was the target board able to withdraw its recommendation of the offer?

100%

Yes Not disclosed

The most common condition is that the board of directors can withdraw its recommendation in the event of an unsolicited bona fide superior offer which is not matched by the bidder.

Transactions reviewed: 25 (2015 – 2023) Transactions reviewed: 4 (2023)

34

88%

12% 0%

2015-2023

2023

Voluntary offers with transaction agreements only

Was the transaction subject to a break fee payable by the target?

100%

Yes No Not disclosed

Break-fees have become market practice in Norway, although the amounts are relatively low and most often limited to cost coverage.

58%

34%

8% 0%

2015-2023

0%

2023

Transactions reviewed: 25 (2015 – 2023) Transactions reviewed: 4 (2023)

Voluntary offers with transaction agreements only

How much was the break fee/cost cover fee?

Amount equal to incurred transaction costs Above MEUR 20 MEUR 5 - MEUR 10 Below MEUR 5 60% 50%

Where break fees are set to the amount of incurred transaction fees it is often capped at a certain level.

50%

20% 13% 7% 0%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

0%

2023

Voluntary offers with transaction agreements only

35

Key terms of transaction agreement What percentage of the market value was the break fee/cost cover fee?

20%

2015 - 2023

13%

Above 1,5 % 1,0 % - 1,5 % Below 1,0 %

67%

100%

Transactions reviewed: 15 (2015 – 2023) Transactions reviewed: 4 (2023)

36

2023

Voluntary offers with transaction agreements only

37

Conditions for completion Voluntary offers only

38

39

Conditions for completion Minimum tender threshold 100% 88%

90 % and above 50 % - <90 % <50 %

8%

4%

0%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

0%

2023

Voluntary offers with transaction agreements only

Completion of due diligence 100%

79%

Yes No

21%

0%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

40

2023

Voluntary offers with transaction agreements only

Recommendation from the target board 100%

Yes No

70%

30%

0%

2015-2023

2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

Voluntary offers with transaction agreements only

Satisfaction/assurances of regulatory approvals

Yes No

76%

75%

25%

24%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

2023

Voluntary offers with transaction agreements only

41

Conditions for completion Availability of financing 100% 94%

Yes No

6%

0%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

2023

Voluntary offers with transaction agreements only

Third party approvals

70%

Yes No

50%

50%

30%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

42

2023

Voluntary offers with transaction agreements only

Ordinary course of business 100%

Yes No

76%

24%

0%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

2023

Voluntary offers with transaction agreements only

No legal action 100%

Yes No 67%

33%

0%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

2023

Voluntary offers with transaction agreements only

43

Conditions for completion MAC clause Yes No

MAC meaning in this context: completion of the offer by the bidder being subject to no material adverse change in, or material adverse effect on, the target company having occurred between the period of launch and completion of the offer.

100%

73%

27%

0%

2015-2023

Transactions reviewed: 33 (2015 – 2023) Transactions reviewed: 4 (2023)

2023

Voluntary offers with transaction agreements only

No frustration of the offer Yes No

2023 100%

Completion of the offer being subject to the target not taking or proposing any action that could materially affect the offer.

Transactions reviewed: 4 (2023) New in the 2022 edition

44

Voluntary offers with transaction agreements only

Hell or high water clause

100% Yes No

2023

A hell or high water clause entails that the offeror at a certain time has to complete the offer although certain terms and conditions for completion have not been met. For example competition clearance or third party approvals.

Transactions reviewed: 4 (2015 – 2023) New in the 2022 edition

Voluntary offers with transaction agreements only

45

Transaction timing

46

47

Transaction timing What was the number of days between the date of the announcement of the intention to make the offer and the closing date?

29%

2015 - 2023

31%

45

8% 20%

1 month - 2 months 2 months - 3 months 3 months - 4 months 4 months - 5 months 5 months - 1 year

12%

24%

2023 50%

13%

13%

Transactions reviewed: 65 (2015 – 2023) Transactions reviewed: 9 (2023)

48

Notifications to the Norwegian Competition Authority 1120 notifications during the first 10 years (2014 - 2023) of the current merger control regime.

1 case closed in phase I with remedies

35% cleared in phase II with remedies (14 cases) 20% prohibited (8 cases)

20% 95.8% unconditionally a cleared in phase I

95.8%

3.6% phase II -cases (40 cases)

35% 7.5%

7.5% withdrawn (3 cases)

(1073 cases) 37.5% 1 notification transferred to the EU Commission

37.5% unconditionally cleared in phase II (15 cases)

All notifications

13.4 days

Phase I clearances

10.8 days

Phase II clearances

67.9 days

Remedies and prohibitions

102.3 days

49

Euronext Growth Oslo

50

51

Targets & bidders

52

53

The targets – Euronext Growth Oslo Market value

75%

Over 1 EUR billion MEUR 250> 1 EUR billion MEUR 100 > MEUR 250 Below MEUR 100

43%

43%

25% 14% 0%

0%

2022 Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

54

0%

2023

Industry classification of the targets’ business

100%

2022

Energy IT Industrials Consumer

Also in this market, Energy and IT are the sectors that are driving public M&A.

14%

14%

43%

2023

29%

Transactions reviewed: 7 (2023) Number of target companies: 7 (2023)

55

The bidders – Euronext Growth Oslo Bidder type

75%

58% Industrial bidder Financial bidder

42%

25%

2022 Transactions reviewed: 7 (2023) Number of target companies: 7 (2023)

56

2023

Bidder home jurisdiction

25%

25%

25%

25%

2022

Norway Europe ex. Nordic Other Nordic ex. Norway US

14%

43%

2023

29%

14%

Transactions reviewed: 7 (2023) Number of target companies: 7 (2023)

57

Transaction structure and results

58

59

Transaction structure and result – Euronext Growth Oslo Consideration offered 75%

Take-over bid with cash Take-over bid with all shares Take-over bid with cash and shares 43%

More than 70% of the deals had a rollover component, which is even more than on the Oslo Børs.

43%

25% 14% 0%

2022

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

Acceptance obtained

100%

> 90 % 67,7 - 90 % 30 - 50 %

57%

29%

14% 0% 0%

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

60

2022

2023

If a combination of cash and shares were offered, how much of the total consideration did the share consideration constitute?

100%

2022

Less than 20% >20% - 50% >50% or more Optional

100%

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

61

Initiation of transaction process

62

63

Initiation of transaction process – Euronext Growth Oslo Did the Bidder and the target enter into a formal transaction agreement?

100%

Yes No 57%

In contrast to the regulated markets, we only see transaction agreements in just over half of the offers presented in the growth market in 2023, and an increasing tendency of not including a board recommendation.

43%

0%

2022

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

2023

How many fairness opinions were obtained by the target?

57% 50% None 1 Opinion 2 Opinions

43%

25%

25%

0%

2022

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

64

2023

Did the target board give a statement or recommendation of the offer?

100%

2022

Yes No

29%

2023 71%

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

65

Initiation of transaction process – Euronext Growth Oslo Bidder’s ownership in the target at the launch of the offer

100%

2022

51% - 100% 31% - 50% 1% - 30% 0%

29%

43%

2023

14% 14%

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

66

What percentage of target securities were pre-accepted?

100%

2022

Above 50% 31% - 50% 11% - 30% 0% -10% None

29% 43%

2023

29%

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

67

Initiation of transaction process – Euronext Growth Oslo If pre-acceptances were obtained, was it hard (no right to withdraw) or soft (right to tender in higher offer)?

2022

50%

50%

Hard Soft, but with matching right for first bidder Soft Several types Not disclosed

17%

2023

83%

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

68

69

Key terms of transaction agreements Where transaction agreements have been entered into

70

71

Key terms of transaction agreement – Euronext Growth Oslo Did the target undertake a non-solicitation obligation with respect to other potential buyers?

100%

Yes No Not disclosed

75%

25%

0% 0%

0%

2022

2023

Transactions reviewed: 8 (2022 – 2023) Transactions reviewed: 4 (2023)

Was the target board able to withdraw its recommendation of the offer?

100%

Yes No Not disclosed

75%

25%

0% 0%

2022

Transactions reviewed: 8 (2022 – 2023) Transactions reviewed: 4 (2023)

72

0%

2023

Was the transaction subject to a break fee payable by the target?

75%

Yes No Not disclosed

50%

50%

25%

0%

0%

2022

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 4 (2023)

How much was the break fee/cost cover fee?

100%

100%

Amount equal to incurred transaction costs Above MEUR 20 Below MEUR 5

0% 0%

2022

0% 0%

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 4 (2023)

73

Key terms of transaction agreement – Euronext Growth Oslo What percentage of the target´s market value was the break fee/cost cover fee?

100%

2022

Above 1.5 % 1.0 % - 1.5 % Below 1.0 %

100%

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 4 (2023)

74

75

Conditions for completion

76

77

Conditions for completion – Euronext Growth Oslo Minimum tender threshold 71%

71%

90 % and above 50 % <90 % <50 % 29%

29%

0%

0%

2022

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

Completion of due diligence 100%

100%

Yes No

0%

0%

2022

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

78

2023

Recommendation from the target board 100%

Yes No

57% 43%

0%

2022

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

Satisfaction/assurances of regulatory approvals 100%

Yes No 57% 43%

0%

2022

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

79

Conditions for completion – Euronext Growth Oslo Availability of financing 100%

100%

Yes No

0%

0%

2022

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

Third party approvals 100% 86%

Yes No

14% 0%

2022

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

80

2023

Ordinary course of business 100%

Yes No

71%

29%

0%

2022

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

MAC clause 100%

Yes No

MAC meaning in this context: completion of the offer by the bidder being subject to no material adverse change in, or material adverse effect on, the target company having occurred between the period of launch and completion of the offer.

71%

29%

0%

2022

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

81

Conditions for completion – Euronext Growth Oslo No legal action

2022

25%

75% Yes No

43%

2023 57%

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

82

No frustration of the offer

25%

2022

75% Yes No

29%

2023

71%

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

83

Conditions for completion – Euronext Growth Oslo Hell or high water clause

100%

2022 A hell or high water clause entails that the offeror at a certain time has to complete the offer although certain terms and conditions for completion have not been met. For example competition clearance or third party approvals.

Yes No

100%

2023

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

84

85

Transaction timing

86

87

Transaction timing – Euronext Growth Oslo What was the number of days between the date of the announcement of the intention to make the offer and the closing date?

2022

50%

50%

1 month - 2 months 2 months - 3 months 3 months - 4 months 5 months - 1 year

14%

14%

43%

29%

Transactions reviewed: 11 (2022 – 2023) Transactions reviewed: 7 (2023)

88

2023

89

Transactions reviewed and important information

90

91

Transactions reviewed 2023 Oslo Børs and Euronext Expand

TARGET

BIDDER

Q-Free ASA

Juniper Holdco AS

Northern Drilling Ltd

Hemen Holding Limited

Frøy ASA

Falcon Bidco. AS

BW Energy Limited

BW Group Limited

GC RIEBER SHIPPING ASA

GC RIEBER AS

Self Storage Group ASA

T-C Storage Holdco AB

MELTWATER N.V.

MW Investment B.V.

Kahoot! ASA

Kangaroo BidCo AS

Adevinta ASA

Aurelia Bidco Norway AS

Euronext Growth Oslo

92

TARGET

BIDDER

Seaway 7 ASA

Subsea 7 S.A.

BW IDEOL AS

BW Sirocco Holdings AS

BW Epic Kosan Ltd.

Web Holding Limited

Nortel AS

Unifon Holding AS

MINTRA HOLDING AS

MINERVA TOPCO AS

Lumi Gruppen AS

Lola Bidco AS

Quantafuel ASA

Harald Norway Bidco AS

2022 Oslo Børs and Euronext Expand

TARGET

BIDDER

Mercell Holding ASA

Spring Bidco (Norway) AS

Magseis Fairfield ASA

TGS ASA

Q-Free ASA

Rieber & Søn AS

5th Planet Games A/S

Skybound Game Studios, Inc.

Northern Drilling Ltd

Hemen Holding Limited

NTS ASA

SalMar ASA

Euronext Growth Oslo TARGET

BIDDER

House of Control Group AS

Visma Norge Holding AS

EcoOnline Holding AS

Erling Bidco AS

Ørn Software Holding AS

EG Norge AS

Play Magnus AS

Chess Growthco LLC

93

Transactions reviewed 2021 Oslo Børs and Euronext Expand

TARGET

BIDDER

KMC Properties ASA (Originally named

EBE Eiendom AS and Kverva Industrier

Q-Free ASA

Rieber & Søn AS

Axactor SE

Geveran Trading Co. Limited

Infront ASA

Dash Bidco AS

NattoPharma ASA (Expand)

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)

2020 Oslo Børs and Euronext Expand

94

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

2019 Oslo Børs and Euronext Expand

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

2018 Oslo Børs and Euronext Expand

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

2017 Oslo Børs and Euronext Expand

TARGET

BIDDER

Weifa ASA

Karo Pharma AB

Hafslund ASA

Oslo Energi Holding AS

MultiClient Geophysical ASA

Geoex Ltd

Solvang ASA

AS Clipper

Tide ASA

Det Stavangerske Dampskibsselskab AS

95

Transactions reviewed 2016 Oslo Børs and Euronext Expand

TARGET

BIDDER

Serodus ASA

Viggo Harboe Holding 2006 ApS

Techstep ASA

Zono Holding AS (Middelborg Invest AS, Datum AS, Cipriano AS and m

Aurora LPG ASA

BW LPG

Norwegian Property ASA

Geveran Trading Co Ltd

Havfisk ASA

Lerøy Seafood Group ASA

2015 Oslo Børs and Euronext Expand

96

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

97

The BAHR Public Takeover Team

LARS KNEM CHRISTIE PARTNER

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

98

ROBIN BAKKEN

PERNILLE WOXEN BURUM

PARTNER

SPECIALIST PARTNER

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

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

CAMILLA IVERSEN

LARS KRISTIAN SANDE

MANAGING ASSOCIATE

PARTNER

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

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

SVEIN GERHARD SIMONNÆS

CECILIE BØE

PARTNER

SENIOR ASSOCIATE

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

T +47 416 60 605 E ceboe@bahr.no

MARCUS CORDEROMOSS

SIMON GUNNHEIM

SENIOR ASSOCIATE

SENIOR ASSOCIATE

T +47 988 20 937 E mamos@bahr.no

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

DISCLAIMER

This survey contains information in summary form and is therefore intended for general guidance only. It is not intended to be relied upon as legal advice or be a substitute for detailed research or the exercise of professional judgement. Please refer to your advisors for specific advice. BAHR will not accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this survey.

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