Price in mandatory offer – provisional rules

The Norwegian Ministry of Finance has issued a provisional regulation for the determination of offer price in mandatory offers where the mandatory offer obligation is triggered by an equity contribution to a company in severe financial distress.

In light of the situation created by the Covid-19 virus whereby listed companies in severe financial distress will need to carry out fundraising of new equity, the Norwegian take-over authority (Oslo Børs) is granted a discretionary competence to deviate from the main rule stating that the offer price shall be at least as high as the highest price the offeror has made paid or agreed in the period six months prior to the point at which the mandatory bid obligation was triggered. If Oslo Børs decides to apply the exemption rule, the price will be calculated based on the highest price the offeror has made or agreed in relation to the event triggering the mandatory offer obligation or transactions related to such event. The Oslo Børs may in certain situations set a higher offer price than this based on observed market price. The provisional regulation will expire 31 December 2020.