BAHR’s Norwegian Public Merger Deal Study
Welcome to the first edition of BAHR’s Norwegian Public Merger Deal Study. In this survey, we have examined the developments and key terms for mergers involving at least one company listed on Oslo Stock Exchange in the period 2016 – 2023, presented on a consolidated basis. The topics range from merger structure and timing, cross-border transactions, and deal-specific provisions such as cash consideration, the offering of cash versus shares to foreign shareholders, premiums to share price, and closing conditions.
Although the majority of public transactions continue to be structured as takeovers (voluntary or mandatory offer), our study shows that several large transactions during this period, particularly the years
2022 and 2023, were structured as mergers. This observation suggests that a merger, while not the most common structure, is an increasingly considered option for significant deals in the Norwegian market.
We invite you to review the results of the study, which we hope will provide valuable insight for you in future transactions.
Mergers and Takeovers (2016 – 2023)
Mergers Takeovers
Advantages and disadvantages – Mergers VS Takeovers
Advantages of mergers / disadvantages of Takeovers
Mergers have a lower execution risk as mergers typically require a two-thirds majority shareholder decision, as opposed to 90% acceptance rate often needed in takeovers
Mergers usually involve a more limited premium to the share price, which can be costeffective for the bidder
Mergers typically have a reduced exposure to market pricing fluctuations during the announcement period, offering more stability in valuation
The consideration provided by the bidder is predominantly in the form of shares, which can be beneficial for various financial and strategic reasons
An advantage of a merger is the principle of continuity,
which means that, as a baseline, the merger is not regarded as a change of control in agreements, thus no consent is required from counterparties.
Tax-exempt status for Norwegian shareholders, making it financially attractive
Disadvantages of mergers / advantages of Takeovers
The proportion of cash consideration is capped at 20% of the total consideration, limiting the bidder’s flexibility in structuring the deal, and could make the transaction less attractive for shareholders of the company to be acquired
The timeline for completing mergers is generally longer, often taking three to four months post-announcement, as opposed to the one to two months typically seen for takeovers.
The years 2016 – 2023 at a glance
Between 2016 and 2023, there were nine public mergers involving companies listed on the Oslo Stock Exchange (excluding intra-group mergers and mergers between Norwegian savings banks). In contrast, there were 50 takeover offers in the same period (excluding Euronext Growth). While the number of public takeover offers reached a record high of 12 in 2021, fueled in part by the post-pandemic rebound, we saw a reduction to six in 2022, consistent with the general market fallback. During the same period, the number of mergers remained relatively stable with one in 2021 and two in 2022.
Our study shows that a majority of the mergers involved industrial companies, representing 45% of the total. All mergers occurred between companies operating within the same industry, underscoring a trend of utilizing mergers for industry consolidation. Another observation from the 2016–2023 period is that 44% of the mergers were cross-border,
all within the Nordic region, and that a majority of mergers took five to twelve months from announcement to completion.
A cash component formed part of the consideration in approximately one-third of the mergers, typically representing 15 to 20% of the total consideration. We also saw that a premium over the market price for the shares of the target company was paid in 44% of the mergers, with the majority falling within the 0 to 10% range.
Customary conditions for completion of mergers also appear fairly established, with regulatory approvals and transaction-specific conditions consistently observed across all mergers.
Highlights for the years 2020 – 2023
In the period 2020 - 2023, BAHR was involved in four out of five public mergers in the Norwegian market, giving us a deep insight into prevailing market terms and trends.
In 2020, BAHR assisted Aker Solutions ASA in its merger with Kværner ASA (with Aker Solutions as surviving entity). As consideration, the shareholders of Kværner ASA received a total of 220,122,700 shares in Aker Solutions ASA, valued at approximately NOK 2,631 million. Founded on the principle of equal partnership, the merger aimed to create a larger and financially more robust organization equipped to compete in the expanding renewable energy market.
In 2022, BAHR assisted Aker BP in its merger with the oil and gas operations of Lundin Energy AB. Through the merger, Aker BP became the second largest oil and gas producer on the Norwegian Continental Shelf. The
transaction valued the acquired assets to approximately NOK 125 billion, which was settled by Aker BP through issuance of 271.91 million new shares in Aker BP and approximately NOK 20 billion in cash.
Also in 2022, BAHR assisted SalMar ASA in its merger with Norway Royal Salmon ASA (with SalMar ASA as surviving entity). Through the merger, SalMar ASA become the world’s second largest salmon farmer. Norway Royal Salmon ASA’s shareholders received a 12.3% stake in SalMar ASA, together with a cash consideration of NOK 2,300 million
In 2023, BAHR assisted PGS ASA on the merger with TGS ASA, leaving TGS ASA as one of the world’s largest companies offering multi-client services within the seismic sector. The transaction was valued at approximately NOK 9,300 million and closed in 2024.
The Bidders and Acquired companies
The Bidders and Acquired companies
Industry classification
*Global Industry Classification Standard
Markets: Bidders
Markets: Acquired companies
Oslo Børs
Foreign exchange
Not listed
Oslo Børs
Euronext Growth
Foreign exchange
Not listed
The Bidders and Acquired companies
Cross-border merger
Jurisdiction of merging companies
European Union member state, outside the Nordics Between Nordic companies Between Norwegian companies
Merger structure, timing and consideration
Merger timeline* – the statutory process
• Strategy considerations Possible competitive process
• Negotiations
• Antitrust considerations
• Due diligence
• Transaction agreement
• Preliminary discussions with employee representatives could be required (subject to confidentiality)
Announcement
Merger plan approved by the board of the acquired and the surviving company
Merger plan published in the Companies Register
Inform employees
*Time period may vary depending on, amongst others, antitrust clearances needed and fulfilment of terms and conditions
Approval
Extraordinary General Meeting in the acquired and surviving company for approval of the merger plan
Approval published in the Companies Register
6 weeks’ creditor notice period
Completion
Merger takes effect once notification of completion is registered with the Companies Register
All rights and liabilities of the acquired company is assumed by the surviving company
Acquired company is dissolved
Completion
• Process to fulfil conditions to completion of merger
• Antitrust filings (if any)
Bidder obtains control
Merger structure
Triangular mergers
A merger where the parent of the surviving company issues the consideration shares to the shareholders of the acquired company.
Bidders’ prior ownership of shares in acquired companies
Timing
Transaction timing
2 months - 3 months
3 months - 4 months
4 months - 5 months
5 months - 1 year
Consideration
Cash consideration
Foreign shareholders offered cash instead of shares
*Certain mergers were excluded from our calculations of premium due to abnormal structure or pricing.
Our calculations of the premiums are based on the following formulas:
Price per share in the target after the merger - closing price per share of the target the day before announcement of the merger closing price per share of the target the day before announcement of the merger
Price per share in the target after merger = merger consideration in cash + (exchange ratio x closing price per share of bidder the day before announcement of the merger)
Premium over market price* Premium over market price %
Conditions for completion of merger
Conditions for completion
No legal action
MAC clause
Completion of the merger being subject to no material adverse change having occurred following approval of the merger plan by the general meetings of the companies
Satisfaction of regulatory approvals
financing
Notifications to the Norwegian Competition Authority
1120 notifications during the first 10 years (2014 - 2023) of the current merger control regime.
Mergers reviewed and important information
Mergers reviewed
YEAR BIDDER
TARGET
2023 TGS Newco AS (TGS ASA as share issuing entity) PGS ASA
2022 SalMar ASA Norway Royal Salmon ASA
2022 Aker BP ASA Lundin Eergy MergerCo AB
2021 Altia Plc Arcus ASA
2020 Aker Soultions ASA Kværner ASA
2019 Tieto Oyj Every ASA
2018 Solship Invest 2 AS (Solstad Offshore ASA as share issuing entity) Farstad Shipping ASA
2017 Wilh. Wilhelmsen ASA (renamed Wallenius Wilhelmsen Logistics ASA) Wallroll AB
Important information
In compiling the study, BAHR has solely reviewed publicly available information, including merger documents, information memorandums, paress releases and other related publicly available documents.
The documents that form the basis of the study each include specific drafting tailored to the particular merger in question. The terms of many mergers are not directly comparable. Accordingly, BAHR has relied on its judgment on description in summarising, categorizing, and
reflecting these provisions in the study. Non-public information may be relevant to the analysis, but is not reflected in the study.
The results of the study do not reflect the views of BAHR or legal advice. Whether a specific term of a merger should apply or not is highly dependent on the facts and circumstances of each particular merger. Accordingly, the applicability of any aspects of the study to a specific merger merits close consideration based on the facts and circumstances of that merger.
The BAHR public merger team
ERIK LANGSETH PARTNER
T +47 412 16 634
E ela@bahr.no
ROBIN BAKKEN PARTNER
T +47 934 09 900
E rba@bahr.no
SVEIN GERHARD SIMONNÆS PARTNER
T +47 920 21 027
E sgs@bahr.no
LARS KNEM CHRISTIE PARTNER
T +47 924 95 977
E lkc@bahr.no
ASLE AARBAKKE PARTNER
T +47 928 81 441
T aaa@bahr.no
PERNILLE WOXEN BURUM SPECIALIST PARTNER
T +47 926 17 440
E pwb@bahr.no
CAMILLA IVERSEN MANAGING ASSOCIATE
T +47 474 16 227 E caive@bahr.no
FREDRIK HARTWEG
SENIOR ASSOCIATE
T +47 474 44 401 E frhar@bahr.no
MARCUS CORDERO-MOSS
SENIOR ASSOCIATE
T +47 988 20 937
E mamos@bahr.no
CECILIE BØE
SENIOR ASSOCIATE
T +47 416 60 605
E ceboe@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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