Merger control is an integral part of competition law. The Norwegian Competition Authority (NCA) enforces the Norwegian merger control rules. Notification to the NCA is compulsory before closing and implementing all mergers and acquisitions that bring about a structural «change of control» in the market and exceed the national turnover thresholds. (The combined annual turnover in Norway of all the undertakings concerned must exceed NOK 1 billion, and the annual turnover in Norway of each of at least two of the undertakings concerned must exceed NOK 100 million). If the thresholds are fulfilled, it does not matter whether there are any overlaps between the acquirer and the acquired business or not, or whether the transaction involves Norwegian entities or is a foreign-to-foreign transaction. The transaction must, in any case, be notified to, and cleared by, the NCA before closing and implementation, to avoid «gun-jumping». The merger control rules may also apply to the creation of joint ventures and pure asset deals.
To avoid administrative fines for «gun-jumping» and contractual disputes with sellers further down the road, prospective acquirers must pay attention to the need to comply with compulsory merger notification in all M&A deals. Our recently published Norway chapter of the Chambers Merger Control 2022 Guide provides an overview and further insights into the scope and practical application of the Norwegian merger control regime, including comments on recent developments. Our team has significant experience handling merger notifications in Norway and Brussels and has secured clearance, e.g., in Telia/Get, St1/Statoil Fuel & Retail Marine, TeliaSonera/Tele2, and, more recently, the TV2/RiksTV merger.
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