Merger control is an integral part of competition law. The Norwegian Competition Authority (NCA) enforces the Norwegian rules. Notification to the NCA is compulsory prior to closing and implementation of 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). On these conditions, 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 and cleared by the NCA before closing and implementation, to avoid “gun-jumping”. Note that 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 possible need to comply with compulsory merger notification in all M&A deals. In our recently published Norway chapter of the Chambers Merger Control 2021 Guide, we provide an overview and further insights into the scope and practical application of the Norwegian rules, including comments on recent developments. Our team has significant experience in handling merger notifications in Norway and Brussels, and have secured clearance e.g. in Telia/Get, St1/Statoil Fuel & Retail Marine, TeliaSonera/Tele2 and, more recently, the TV2/RiksTV merger.
