{"id":124202,"date":"2026-01-09T09:59:56","date_gmt":"2026-01-09T09:59:56","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=124202"},"modified":"2026-01-09T09:59:56","modified_gmt":"2026-01-09T09:59:56","slug":"norway-acquisition-finance","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/norway-acquisition-finance\/","title":{"rendered":"Norway: Acquisition Finance"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-124202","comparative_guide","type-comparative_guide","status-publish","hentry","guides-acquisition-finance","jurisdictions-norway"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">BAHR<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/07\/bahr_logo_sort_RGB-1.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">BAHR<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/07\/bahr_logo_sort_RGB-1.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Acquisition Finance laws and regulations applicable in Norway<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the trends impacting acquisition finance in your jurisdiction and what have been the effects of those trends? Please consider the impact of recent economic cycles, Covid-19, developments relating to sanctions, and any environmental, social, and governance (\u201cESG\u201d) issues.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>As with other European countries, Norway has seen elevated inflation and interest rates, although interest rates have now remained stable for 2024. The current environment coupled with a depreciating Norwegian krone exchange rate translates into opportunities. As a result we are seeing increased interest in M&amp;A transactions from investors and companies abroad, especially in sectors such as aquaculture and technology and other transactions that may be negotiated at a discount due to the currency exchange rate.<\/p>\n<p>Bank lending remains the primary source of debt capital in the Norwegian market, but growth in bank lending has been somewhat curbed by the implementation of stricter capital adequacy rules in recent years and the geopolitical landscape is influencing banks\u2019 appetite. Borrowers are seeking to cover the shortfall by turning to direct lending (see below) or Norway\u2019s active high-yield bond market. Historically, issues related to certain funds have made Nordic bonds less suitable for immediate acquisition financing (issuance of the bonds is normally subject to successful marketing and acceptable pricing). However, a bridge-to-bond approach can mitigate this gap with short-term financing to be refinanced by a bond. Further, it is possible to obtain certain funds for Nordic bonds, with subscriptions from bond investors based on pre-commitments received (typically at a premium) and\/or based on an underwriting against payment of an underwriting fee, and we see bond issues becoming more frequent for acquisitions financings. Underwritings will allow the marketing of the bonds and thus the possibility for the issuer to obtain better pricing (if available). Today, we observe investors being willing to pre-commit or underwrite sizable amounts (and thereby offering certain funds) making Nordic bonds a viable alternative to ordinary bank financings that should be considered by sponsors on a case-by-case basis.<\/p>\n<p>Private credit has historically been less common in Norway due to regulatory constraints but is steadily gaining attention and is expected to become increasingly prominent in the next few years (as has been the case in other markets). Lending constitutes a licensable financing activity in Norway meaning that non-bank lenders must rely on an exemption from the licensing requirement to provide loans, such as the \u2018reverse solicitation\u2019 exemption and the debt securities exemption. Private credit lenders have relied on these exemptions to grant one-off loans. However, with ELTIF implemented and AIFMD 2 to be implemented in the near future, credit funds qualifying as AIFs will be able to lend into Norway outside of the mentioned exemptions. This, in combination with increased capital requirements for banks, is expected to increase private credit activity in the Norwegian market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please advise of any recent legal, tax, regulatory or other developments (including any reforms) that will impact foreign or domestic lenders (both bank and non-bank lenders) in the acquisition finance market in your jurisdiction.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Norwegian borrowers are, with effect from 1 July 2021, subject to withholding taxes on withholding taxes on interest payments made under loan transactions between certain related parties, as described in more detail in item 28.<\/p>\n<p>The temporary Act on Reconstruction (the \u201cReconstruction Act\u201d) which entered into force in 2020 contains several new developments intended to make court-supervised restructuring more effective. The Reconstruction Act has already been successfully tested in practice in several large-scale restructurings. The Reconstruction Act is now scheduled to be repealed on 1 July 2026 and replaced by a new permanent reconstruction act.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please highlight any specific high level issues or concerns in your jurisdiction that should be considered in respect of structuring or documenting a typical acquisition financing.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Norway has traditionally had strict rules concerning the granting of a guarantee, loan or any security interest (jointly referred to as \u201cFinancial Assistance\u201d) by a target company, but it is now possible to obtain Financial Assistance from a Norwegian target company in certain circumstances and subject to a \u201cwhitewash\u201d procedure being carried out. We refer to items 12 and 13 for a further description.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In your jurisdiction, due to current market conditions, are there any emerging documentary features or practices or existing documentary provisions\/features which borrowers or lenders are adjusting or innovating their interpretation of, or documentary approach to?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>BAHR has negotiated and documented what we believe to be Norway\u2019s first \u2018forward-start\u2019 facility agreement \u2013 an agreement which secures our Norwegian borrower client committed financing with availability from 2025. The request for a forward start arrangement was triggered by market conditions and concerns concerning the terms that may be available in the bank lending market in a few years\u2019 time.<\/p>\n<p>In terms of ESG we have seen a slight reduction in interest and focus although around 40% of all corporate loans documented by BAHR do include a sustainability-link. Our bank and borrower clients have welcomed LMA\u2019s standard wording and together with Norway\u2019s leading banks we have helped develop tailored provisions that combine the LMA wording with the relevant bank\u2019s requirements. Certain banks are keen to supplement the LMA provisions with a \u2018severe controversy event\u2019 concept which allows declassification outside the scenarios proposed by the LMA, but market standard on this is still being developed. Consensus still seems to be that ESG-features &#8211; or at least a conscious approach to certain ESG-issues &#8211; are seen as a license to operate for weaker credits. IG borrowers and other borrowers already having communicated their ESG targets are sometimes less keen to add more reporting to their financings for what may be a relatively modest margin adjustment.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Has there been a prevalence of \u201cequity bidding\u201d in acquisition financing (i.e., signing the acquisition agreement prior to securing financing) with the expectation of securing financing shortly thereafter? If in the US, would Xerox language be included in the acquisition agreement?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The default approach would be that buyers obtain &#8220;certain funds&#8221; debt financing prior to signing the acquisition agreement. However, we have seen that buyers backed by strong sponsors who can fund the purchase price with equity sign the acquisition agreement before having obtained debt financing.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the legal and regulatory requirements for banks and non-banks to be authorised to provide financing to, and to benefit from security provided by, entities established in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The general rule under the Norwegian Financial Institutions Act 2015 is that anyone providing, intermediating, guaranteeing or in other ways facilitating the financing of anything other than their own business (\u201cFinancing Activities\u201d) requires a license as a finance institution. Financing Activities may be conducted pursuant to the following types of licenses:<\/p>\n<ul>\n<li>License as a bank;<\/li>\n<li>License as a mortgage credit institution; and<\/li>\n<li>License as a finance company<\/li>\n<\/ul>\n<p>Foreign credit institutions licensed as such in the EEA may provide Financing Activities in Norway based on their home state license under framework for mutual recognition under the CRD IV directive (the so called \u2018passporting rules\u2019). The taking of security is not a licensable activity as such.<\/p>\n<p>In addition, European Long-term Investment Funds (ELTIFs) may provide financing in Norway pursuant to the ELTIF regulation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any laws or regulations which govern the advance of loan proceeds into, or the repayment of principal, interest or fees from, your jurisdiction in a foreign currency?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No. Norway does not impose currency exchange controls or limits, and there are no laws or regulations which impose restrictions on the ability of a loan to a Norwegian borrower to be advanced and\/or repaid in a foreign currency.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any laws or regulations which limit the ability of foreign entities to acquire assets in your jurisdiction or for lenders to finance the acquisition of assets in your jurisdiction? Please include any restrictions on the use of proceeds.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No. Certain industry areas require licenses, however.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What does the security package typically consist of in acquisition financing transactions in your jurisdiction and are there any additional security assets available to lenders?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A common security package in acquisition financings usually consists of:<\/p>\n<p>a. a charge over the target shares and its (material) subsidiaries and assignment of any material intra-group claims owed by such companies subject to share security;<\/p>\n<p>b. floating charges over a debtor\u2019s material assets (such as trade receivables, inventory, operating assets as well as motor vehicles and construction machines (as relevant));<\/p>\n<p>c. mortgages over real registered assets (such as real estate, vessels, aircrafts (as relevant));<\/p>\n<p>d. assignment of specific monetary claims, including over bank accounts and hedging claims.<\/p>\n<p>One can also take security over certain licenses, IP rights and more.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does the law of your jurisdiction permit (i) floating charges or any other universal security interest and (ii) security over future assets or for future obligations?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Norwegian law does not have a concept of a floating charge over all assets, but much of the same effect can be achieved by creating floating charges over specific asset classes (together with specific security over shares, monetary claims, assets etc. as further described above under item 8).<\/p>\n<p>Security over future assets and obligations can be granted in certain circumstances only:<\/p>\n<ol style=\"padding-left: 0\" type=\"a\">\n<li>the floating charges described in item 8 above;<\/li>\n<li>future monetary claims in a specifically defined legal relationship (with debtor identified).<\/li>\n<\/ol>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do security documents have to (by law) include a cap on liabilities? If so, how is this usually calculated\/agreed?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In guarantees and third-party security rights granted in favour of a financial institution, the maximum amount to be secured or the amount of the secured obligations must be set out in the security agreement for the security right to be valid. That also applies to most security rights. Market practice is to cap liabilities on 120-125% of the principal amount of the guaranteed obligation, plus interest, default interest, costs and expenses.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the formalities for taking and perfecting security in your jurisdiction and the associated costs and timing? If these requirements are different for different asset classes, please outline the main points to note for each of these briefly.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><ol style=\"padding-left: 0\" type=\"a\">\n<li>Shares security: notice to the company whose shares have been charged;<\/li>\n<li>Mortgages over real registered assets and the floating charges mentioned above: filing standard forms with the relevant Norwegian registry;<\/li>\n<li>Assignment of specific monetary claims, including bank accounts: notice to the debtor of the claim\/account bank.<\/li>\n<\/ol>\n<p>See item 11 for commentary on costs.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any limitations, restrictions or prohibitions on downstream, upstream and cross-stream guarantees in your jurisdiction? Please also provide a brief description of any potential mitigants or solutions to these limitations, restrictions or prohibitions.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>It is generally possible for creditors under an acquisition financing to obtain guarantees and security from a Norwegian private limited liability target company (and its subsidiaries) if the company acquiring the shares is incorporated in an EEA jurisdiction and will control the target company following the acquisition, a detailed procedure is complied with (often referred to in international context as a \u201cwhitewash procedure\u201d) and the board of directors conclude that it would be in the best interest of the company to provide financial assistance and that the requirements relating to adequate equity and liquidity will be satisfied after having granted financial assistance. If the board of directors are not able to reach such conclusions the financial assistance cannot be granted. A public limited liability company may only grant security and guarantees in respect of acquisition financing in an amount equal to its distributable reserves. Please refer to item 16 below for details.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any other notable costs, consents or restrictions associated with providing security for, or guaranteeing, acquisition financing in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The financial exposure pursuant to such financial assistance must as a starting point not exceed the distributable reserves of the Norwegian target, and the Financial Assistance must be granted on ordinary, commercial terms. For a private limited liability company, the limitation as to amount does not apply if the buyer is based in the EEA and is, or will following the acquisition, form part of the same group of companies as target.<\/p>\n<p>There is also a requirement that (A) the creditworthiness of the recipient of the financial assistance is evaluated by target\u2019s board of directors, (B) the financial assistance is approved by the board, and (C) the board concludes, and grants a declaration to the effect, that it will be in the interest of the company to grant the financial assistance and that the requirements relating to adequate equity and liquidity will be satisfied after having granted financial assistance, and give an account for the background and terms of such Financial Assistance. If the board of directors are not able to reach such conclusions the financial assistance cannot be granted. The Financial Assistance must thereafter be approved by the shareholders\u2019 meeting of the target and information must be filed with the Norwegian Business Registry before the Financial Assistance is granted. But validity is still determined based on fact, and corporate benefit must be carefully assessed. Legal advice should be sought in each case.<\/p>\n<p>We estimate around a minimum of 1-2 weeks for the \u201cwhitewash\u201d procedure, depending on the complexity of the transaction, whether the borrower has financial advisors or auditors to assist them etc. Borrowers will typically seek to agree a post-closing clean-up and security take-up period of 30 \u2013 90 days.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is it possible for a company to give financial assistance (by entering into a guarantee, providing security in respect of acquisition debt or providing any other form of financial assistance) to another company within the group for the purpose of acquiring shares in (i) itself, (ii) a sister company and\/or (iii) a parent company? If there are restrictions on  granting financial assistance, please specify the extent to which such restrictions will affect the amount that can be guaranteed and\/or secured.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, it is generally possible creditors under an acquisition financing to obtain guarantees and security from a Norwegian private limited liability target company (and its subsidiaries) if the company acquiring the shares is incorporated in an EEA jurisdiction and will control the target company following the acquisition and a detailed procedure is complied with (often referred to in international context as a \u201cwhitewash procedure\u201d). A public limited liability company may only grant security and guarantees in respect of acquisition financing in an amount equal to its distributable reserves. Please refer to item 16 below for details.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If there are any financial assistance issues in your jurisdiction, is there a procedure available that will have the effect of making the proposed financial assistance possible (and if so, please briefly describe the procedure and how long it will take)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, the financial exposure pursuant to such Financial Assistance must not exceed the amounts that the Norwegian target has available for distribution of dividends to its shareholders, and the Financial Assistance must be granted on ordinary, commercial terms. For a private limited liability company, the limitation as to amount does not apply if the buyer is based in the EEA and is, or will following the acquisition, form part of the same group of companies as target.<\/p>\n<p>There is also a requirement that (A) the creditworthiness of the recipient of the Financial Assistance is evaluated by target\u2019s board of directors, (B) the Financial Assistance is approved by the board, and (C) the board grants a declaration to the effect that it will be in the interest of the company to grant the Financial Assistance and give an account for the background and terms of such Financial Assistance. The Financial Assistance must thereafter be approved by the shareholders\u2019 meeting of the target and information must be filed with the Norwegian Business Registry before the Financial Assistance is granted.\u00a0 But validity is still determined based on fact, and corporate benefit must be carefully assessed. Legal advice should be sought in each case.<\/p>\n<p>We estimate around a minimum of 1-2 weeks for the \u201cwhitewash\u201d procedure, depending on the complexity of the transaction, whether the borrower has financial advisors or auditors to assist them etc. Borrowers will typically seek to agree a post-closing clean-up and security take-up period of 30 \u2013 90 days.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If there are financial assistance issues in your jurisdiction, is it possible to give guarantees and\/or security for debt that is not pure acquisition debt (e.g. refinancing debt) and if so it is necessary or strongly desirable that the different types of debt be clearly identifiable and\/or segregated (e.g. by tranching)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. The parties may consider that the value of the Norwegian company and\/or its assets do not warrant a full \u201cwhitewash\u201d procedure, and\/or it may follow from agreed security principles that a \u201cwhitewash\u201d shall not be required. It is then commonly agreed that the Norwegian target company only guarantees and provides security for the amount of debt that is used to refinance its debt. Such debt is not considered to fall within the scope of the Norwegian financial assistance rules. The \u201crefinancing debt\u201d can be tranched or clearly identified in a funds flow or similar.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does your jurisdiction recognise the concept of a security trustee or security agent for the purposes of holding security, enforcing the rights of the lenders and applying the proceeds of enforcement? If not, is there any other way in which the lenders can claim and share security without each lender individually enforcing its rights (e.g. the concept of parallel debt)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Norwegian law does not recognise the concept of \u2018trust\u2019 as known in English law, but it is possible for one entity to hold a security interest on behalf of itself and others. As such, the transaction security in a Norwegian acquisition financing is typically held by a security agent appointed to act on behalf of all of the finance parties. However, each individual lender may be required to become party to any legal proceedings.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does your jurisdiction have significant restrictions on the role of a security agent (e.g. if the security agent in respect of local security or assets is a foreign entity)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please provide the main differences and considerations between bank loan financing and high yield bond\/note financing for acquisition purposes in your jurisdiction, and how do they affect the structuring and documentation of the transaction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>See 1 above for an overview of the differences between bank loan financings and high yield bond financings.<\/p>\n<p>A borrower considering using high yield bond financings for acquisition financings purposes should carefully consider the terms of such bond issuance to ensure that it provides sufficient flexibility for the business plan (in particular for buy and build cases) and operational needs of target and includes an adequate headroom under financial covenants to avoid having to pay bondholders substantial waiver\/consent fees.<\/p>\n<p>While bank financings are generally documented on LMA-style standard templates, the templates developed by Nordic Trustee in the Nordic bond market will be used as a starting point for high-yield bonds. The documentation is highly standardized and on a short format compared to LMA.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe the loan transfer mechanisms that exist in your jurisdiction and how the benefit of the associated security package can be transferred.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Loan transfers are documented through a transfer certificate in accordance with international market practice documented by the LMA. When the security is held through an agent, and only the lender position is transferred, no further act is needed to transfer the benefit of the security package.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the rules governing the priority of competing security interests in your jurisdiction? What methods of subordination are used in your jurisdiction and can the priority be contractually varied? Will contractual subordination provisions survive the insolvency of a borrower incorporated in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Priority is based on the doctrine of \u201cfirst in time, best in right\u201d \u2013 meaning that priority is determined based on the time of creation\/perfection. The exceptions to this rule are significant. The priority of registrable security perfected through registration is generally determined based on when the security was registered.<\/p>\n<p>A number of preferential claims may influence priority, such as statutory charges and salaries. Many preferential claims are only given priority within insolvency proceedings.<\/p>\n<p>Contractual subordination is recognised and customary under Norwegian law and generally takes two different forms: (i) a fully subordinated loan (in bankruptcy the creditor will not be able to claim any dividend on the fully subordinated loan unless all the pari passu debt have been paid) and (ii) a contractual subordination and turnover in favour of another creditor of claims of an ordinary pari passu claim against the borrower (in bankruptcy, any dividend received by the creditor from the bankruptcy estate will be turned over to the other party).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a concept of \u201cequitable subordination\u201d in your jurisdiction whereby loans provided by a shareholder (as a creditor) to a company incorporated in your jurisdiction are subordinated by law upon insolvency of that company in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No, Norwegian law does not have a concept of equitable subordination.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does your jurisdiction generally (i) recognise and enforce clauses regarding choice of a foreign law as the governing law of the contract, the submission to a foreign jurisdiction and a waiver of immunity and (ii) enforce foreign judgments?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Norwegian entities can enter into contracts governed by foreign law and subject to the jurisdictions of non-Norwegian courts; however, with a caveat that a Norwegian company will usually not be able to circumvent statutory provisions under Norwegian law by choosing foreign law as the governing law of the contract.<\/p>\n<p>Final and conclusive judgments obtained in a state that is party to the Lugano Convention of 2007 and\/or obtained in any UK jurisdiction (subject to the terms of the convention of 12 June 1961 between the United Kingdom and Norway providing for the reciprocal recognition and enforcement of judgments in civil matters), would be enforced by the courts of Norway.<\/p>\n<p>A judgment of a foreign court or tribunal of any other state that is not party to the Lugano Convention may be directly enforceable in Norway subject to meeting certain requirements.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements, procedures, methods and restrictions relating to the enforcement of collateral by secured lenders in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Enforcement Act sets out the mandatory provisions for the individual enforcement of most security interests, which procedure shall be made through the Norwegian enforcement authorities. The procedures therein cannot be waived pre-enforcement.<\/p>\n<p>The enforcement measures under the Enforcement Act are primarily a forced sale through a third party (for example, a real estate broker) appointed by the court or by public auction.<\/p>\n<p>Enforcement of a claim requires that the claimant can provide sufficient legal grounds\/basis for enforcement. A validly registered and perfected Norwegian security would for all practical purposes be a ground for enforcement. Further, three requirements have to be met: (1) the underlying claim must be due and payable and subject to a default, (2) the claimant must be entitled to file the petition for enforcement and the claim must be directed towards the correct party, and (3) in respect of a valid registered and perfected Norwegian security, the claimant need to send a written notice to the defendant two weeks before a petition for enforcement can be filed.<\/p>\n<p>Security established pursuant to the Financial Collateral Act (including but not limited to, bank deposits and shares and financial instruments) and security over monetary claims are not subject to enforcement through the Enforcement Authority and may be enforced by such enforcement procedures and conditions as agreed between the parties in the security agreement.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the insolvency or other rescue\/reorganisation procedures in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Outside bankruptcy and voluntary arrangements, court led debt negotiation proceedings and court led reconstruction proceedings pursuant to the Reconstruction Act are available, of which only the latter is of practical significance.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does entry into any insolvency or other process in your jurisdiction prevent or delay secured lenders from accelerating their loans or enforcing their security in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Automatic stay most practically applies upon the opening of bankruptcy (6 months) and reconstruction proceedings (for the duration of reconstruction proceedings). Certain exceptions apply, including in respect of certain security granted as financial collateral under the Financial Collateral Act.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In what order are creditors paid on an insolvency in your jurisdiction and are there any creditors that will take priority to secured creditors?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Preferential claims include, in the order of priority, claims related to covering of the cost of administering the bankruptcy estate in general, salaries and certain other remunerations to employees, and governmental taxes. However, these preferential claims are only given priority within insolvency proceedings.<\/p>\n<p>Furthermore, there are certain asset-specific preferential claims which are given priority even outside of insolvency proceedings. Of particular importance in this context are maritime liens. The preferential claims are statutory, but they are not registered in any registry and do not need any separate action to obtain preferred status.<\/p>\n<p>A bankruptcy administrator and reconstructor will have super-priority statutory liens over encumbered assets securing to cover estate costs, with certain exceptions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any hardening periods or transactions voidable upon insolvency in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Hardening periods apply in respect of several types of transactions and actions, including (i) security provided for previously incurred debt, (ii) release of liability, (iii) extraordinary payments, (iv) certain related party transactions, (v) set-off and (vi) transactions conducted in bad faith which either give certain creditors an undue preference or otherwise impairs the recovery of creditors. The hardening periods generally vary from 3 months to two years (depending on the type of transaction\/action) although with some important exceptions, such as a 10-year hardening period in instances referred to in (vi).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any other notable risks or concerns for secured lenders in enforcing their rights under a loan or collateral agreement (whether in an insolvency or restructuring context or otherwise)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No material notable risks of a general nature and that are specific to Norway, apart from what is set out above. In case of appropriation of or private sale of an asset however, valuation discussions may arise.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please detail any taxes, duties, charges or related considerations which are relevant for lenders making loans to (or taking security and guarantees from) entities in your jurisdiction in the context of acquisition finance, including if any withholding tax is applicable on payments (interest and fees) to lenders and at what rate.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Norway levies withholding tax at a 15% rate on certain outbound interest payments made from Norwegian debtors to related parties who are resident in low tax jurisdictions (i.e. where the effective taxation is lower than 2\/3 of what it would have been had the foreign entity (lender) been tax resident in Norway). \u00a0An exemption may apply for lenders which are genuinely established and carries out genuine economic activity within the EEA. \u00a0There is currently no proposal for withholding taxes being imposed on interest payments made to non-related (third party) lenders like banks.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any other tax issues that foreign lenders should be aware of when lending into your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are limitations on the level of interest costs that are deductible for Norwegian borrowers. Basically, the deduction is limited to 25% of a calculated EBITDA (earnings before interest, taxes, depreciation and amortisation), and certain thresholds of net interest costs apply. For a Norwegian borrower in a corporate group, both interest paid to related and non-related lenders (i.e., banks and bondholders) can be subject to this limitation. An exemption applies for a Norwegian borrower in a corporate group if the equity ratio of the company, or the Norwegian part of the corporate group, is at least as high as the equity ratio of the whole group.<\/p>\n<p>Note, however, that interest costs paid by a Norwegian borrower to related lenders outside a corporate group can still be subject to the tax deduction limitation, and Norwegian tax advice should be obtained early when setting up a holding structuring for acquiring a Norwegian company with financing from abroad.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the regulatory framework by which an acquisition of a public company in your jurisdiction is effected?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public takeovers of Norwegian companies listed on a regulated market in Norway are primarily governed by the Norwegian Securities Trading Act, which applies to companies listed on Euronext Oslo B\u00f8rs or Euronext Expand, and establishes the regulatory framework for both voluntary and mandatory offers. Under Norwegian law, the board of the target company also has a fiduciary duty to act in the best interests of the company and its shareholders, which in certain circumstances may limit the target\u2019s ability to undertake specific obligations in connection with an offer. Additionally, the EU Prospectus Regulation may apply to share-for-share transactions or where shares are offered as consideration.<\/p>\n<p>A voluntary offer (i.e., an offer for the target shares put forward before a mandatory offer obligation has been triggered) for all the shares in a Norwegian listed company is often carried out in consultation with the target\u2019s board, with a due diligence process leading up to execution of a transaction agreement with the target\u2019s board and announcement of the intention to make a voluntary offer for the target\u2019s shares.<\/p>\n<p>A mandatory offer for the remaining shares is triggered by ownership of more than 1\/3 of the voting rights of a Norwegian listed company and must be made within 4 weeks (with repeat triggers at 40% and 50%). Unlike voluntary offers, mandatory offers must be unconditional and provide a pure cash consideration alternative to the target\u2019s shareholders. Further, the offer price must at least equal the highest price paid (or agreed to be paid) by the bidder for shares in the target during the 6-month period prior to the trigger of the mandatory offer obligation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key milestones in the timetable (e.g. announcement, posting of documentation, meetings, court hearings, effective dates, provision of consideration, withdrawal conditions)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Key milestones in a voluntary offer made in consultation with the target\u2019s board typically include: (i) execution of transaction agreement with the target board and pre-acceptance undertakings, (ii) announcement of intention to make voluntary offer through stock exchange notice immediately after signing, (iii) finalisation of offer document and submission to the Norwegian Financial Supervisory Authority of Norway (the \u201cNorwegian FSA\u201d) for approval; (iv) approval of the offer document by the Norwegian FSA, (v) once approved, the offer document is published and distributed to the target\u2019s shareholders, starting the acceptance period (2-10 weeks), (vii) if the completion conditions are satisfied or waived by the bidder, the bidder settles the voluntary offer. In a mandatory offer, the acceptance period must be 4-6 weeks, and settlement of the offer must be provided no later than 2 weeks after expiry of the acceptance period.<\/p>\n<p>If the bidder acquires 90% or more of the target\u2019s shares and a corresponding proportion of the votes, the bidder has a right to carry out a squeeze-out of the remaining minority shareholders in a Norwegian limited company, see our response to question 38 below.<\/p>\n<p>Listed companies are subject to the disclosure requirements under the EU Market Abuse Regulation, including rules on disclosure of inside information and disclosure requirements for primary insiders, as well as the substantial shareholding disclosure requirements under the EU Transparency Directive, as implemented in the Norwegian Securities Trading Act.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the technical minimum acceptance condition required by the regulatory framework? Is there a squeeze out procedure for minority hold outs?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The regulatory framework does not require the inclusion of minimum acceptance conditions. However, completion of voluntary offers is generally conditional upon fulfilment of certain conditions, see our response to question 40 below, including receipt of a minimum percentage of acceptance prior to the expiration of the acceptance period, typically 90% on a fully diluted basis (to allow for a direct squeeze-out, see our response to question 38 below). Mandatory offers must be unconditional.<\/p>\n<p>If the bidder acquires 90% or more of the target\u2019s shares and a corresponding proportion of the votes (regardless of whether the threshold is reached through a voluntary offer, mandatory offer or market acquisitions), the bidder has a right under the Norwegian Public Companies Act to carry out a squeeze-out of the remaining minority shareholders. There are specific provisions in the Norwegian Securities Trading Act regarding a squeeze-out following a voluntary or mandatory offer. Among other things, these provisions allow the bidder to proceed directly from a voluntary offer to a squeeze-out (without having to make a mandatory offer) if the bidder holds at least 90% of the shares and a corresponding proportion of the votes in the target following the voluntary offer (including through any market acquisitions) and certain other requirements are met.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what level of acceptance can the bidder (i) pass special resolutions, (ii) de-list the target, (iii) effect any squeeze out, and (iv) cause target to grant upstream guarantees and security in respect of the acquisition financing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The general requirement for passing resolutions at a shareholders\u2019 meeting is a simple majority of more than 50% of the votes cast at the meeting. Certain resolutions require a qualified majority of at least 2\/3 of the shares and capital represented at the meeting, including (i) share capital increases and issuances of shares, convertible loans and warrants, (ii) derogations from the preferential right of shareholders to subscribe for new shares in a capital increase or other new financial instruments, (iii) share capital reductions, (iv) mergers and demergers, (v) granting authority to the board of directors to issue shares, acquire treasury shares or issue convertibles, (vi) apply for delisting.<\/p>\n<p>If the bidder acquires 90% or more of the target\u2019s shares and a corresponding proportion of the votes, the bidder has a right to carry out a squeeze-out of the remaining minority shareholders in a Norwegian limited company, see our response to question 39 below.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a requirement for a cash confirmation and how is this provided, by who, and when?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are no particular restrictions on specific financing types, provided that applicable financial regulations are observed.<\/p>\n<p>There is no legal requirement to provide a cash confirmation \/ certainty of funds in a voluntary offer. Settlement of a mandatory offers (and squeeze-outs if the 90% threshold is reached through a voluntary offer allowing for a direct squeeze-out) must be secured by a bank guarantee issued by a financial institution authorised to conduct business in Norway. The bank guarantee must be approved by the Norwegian FSA prior to launching the mandatory offer (or carrying out the squeeze-out as the case may be).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What conditions to completion are permitted?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In a voluntary offer, the bidder has wide discretion when it comes to stipulating the conditions to completion of an offer as long as they are specific and not fully discretional. Completion of voluntary offers are normally conditional upon fulfilment of conditions such as:<\/p>\n<ul>\n<li>Minimum Acceptance: Receipt of a minimum percentage of acceptance prior to the expiration of the acceptance period, typically so the bidder achieves a 90%+ holding on a fully diluted basis (to allow for a direct squeeze-out);<\/li>\n<li>Regulatory Approvals: Obtaining all necessary permits, consents, approvals and clearances from relevant regulatory authorities, and expiration of any applicable waiting periods;<\/li>\n<li>Board Recommendation: Recommendation from the board to its shareholders to accept the voluntary offer, which has not been amended or withdrawn;<\/li>\n<li>No Material Adverse Change: No material adverse change in the target\u2019s activity, financial situation, etc. before completion of the voluntary offer;<\/li>\n<li>Ordinary Conduct of Business: The target having conducted its business in the ordinary course;<\/li>\n<li>No Breach of transaction Agreement: No material breach by the target of the transaction agreement; and<\/li>\n<li>No Legal Action: No authority or other third party having taken or threatened to take any legal action that will prohibit the consummation of the voluntary offer, or impose conditions upon the bidder.<\/li>\n<\/ul>\n<p>The terms and conditions of the offer are set out in the offer document prepared and published by the bidder.<\/p>\n<p>Unlike voluntary offers, mandatory offers must be unconditional.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">6112<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/124202","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=124202"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}