(1) Any person who through acquisition becomes the owner of shares representing more than 1/3 of the voting rights of a Norwegian company the shares of which are quoted on a Norwegian regulated market is obliged to make a bid for the purchase of the remaining shares in the company. The mandatory bid obligation ceases to apply if sale is undertaken in accordance with section 6-8; see section 6-9.

(2) The following are also regarded as acquisitions under subsection (1):

1.	shares representing more than 50 per cent of the votes of a company whose principal activity consists in owning shares in a company referred to in subsection (1),

2.	an ownership interest in a general partnership or a limited partnership that owns shares in a company as mentioned in subsection (1) and where the partners are exclusively related parties as mentioned in section 2-5.

3.	a corresponding ownership interest in a foreign company with a form of business organisation equivalent to that mentioned in no. 1 or no. 2, as well as other foreign undertakings if the takeover supervisory authority so determines.

(3) Section 6-5 applies equally in the case of acquisitions referred to in subsection (2) nos. 1 and 3.

(4) The ministry may by regulations make rules imposing a mandatory bid obligation upon the acquisition of rights or other interests related to shares, including further rules on what rights or interests should trigger a mandatory bid obligation and further rules on such mandatory bid obligation.

(5) Subsections (1) to (4) also apply where the acquirer has previously made a voluntary bid. Subsections (1) to (4) do not however apply where the following conditions are met:

1.	the voluntary bid was made in accordance with the rules on mandatory bids,

2.	the mandatory bid threshold mentioned in subsection (1) is crossed as a result of the bid, and

3.	it was stated in the offer document that the voluntary bid is made in accordance with rules on mandatory bids and, in consequence of this, the mandatory bid obligation will not be triggered even if the mandatory bid threshold as mentioned in subsection (1) is crossed as a result of the bid.

(6) Subsection (1) applies equally in the event of acquisition by someone with whom the acquirer is consolidated pursuant to section 6-5 when the acquirer alone or together with one or more of the related parties crosses the mandatory offer threshold as a result of the acquisition.

Section 6-2.Exceptions for certain types of acquisition

(1) No mandatory bid obligation is triggered under section 6-1 or section 6-6 where acquisition is in the form of

1.	inheritance or gift,

2.	payment in connection with probate, or

3.	payment in connection with the merger or demerger of a private limited company or public limited company.

(2) The takeover supervisory authority may in special cases impose a mandatory bid obligation in connection with acquisitions as mentioned in subsection (1).

(3) The takeover supervisory authority may make exceptions from the mandatory bid obligation in the case of acquisition by a party with whom the acquirer is consolidated pursuant to section 6-5; see section 6-1 subsection (6).

Section 6-3.Exceptions for certain institutions

(1) No mandatory bid obligation is applicable pursuant to section 6-1 or section 6-6 in cases where a financial institution acquires shares in a company in order to avert or limit loss on an exposure. The institution shall without delay notify such acquisition to the takeover supervisory authority. The takeover supervisory authority may instruct the institution to make a bid as mentioned in section 6-1 within a specified period or to dispose of shares so that the mandatory bid obligation no longer applies.

(2) The mandatory bid obligation pursuant to section 6-1 and section 6-6 does not apply to the Norwegian State Finance Fund.

Section 6-4.Takeover supervisory authority

Finanstilsynet is the takeover supervisory authority for companies established in Norway and companies listed on a regulated market in Norway

Section 6-5.Consolidation

(1) Under the mandatory bid rules, shares owned or acquired by a shareholder's related parties as mentioned in section 2-5 are considered equal to the shareholder's own shares. The mandatory bid obligation comes into play independently of whether the acquisition is undertaken by the shareholder himself or by the shareholder's related parties as mentioned in section 2-5. In the assessment of whether repeat application of the mandatory bid obligation is triggered, bids previously made by related parties as mentioned in section 2-5 are considered equal to an acquirer's previous bids.

(2) The takeover supervisory authority shall decide whether consolidation shall be carried out pursuant to subsection (1). The takeover supervisory authority shall communicate its decision to the participants in the group so consolidated.

Section 6-6.Repeat application of the mandatory bid obligation and subsequent acquisitions

(1) A shareholder who owns shares representing more than 1/3 of the votes of a listed company is obliged to make an offer to purchase the remaining shares of the company (repeat bid obligation) where the shareholder through acquisition owns shares representing 40 per cent of the votes of the company. The first sentence applies equally where the shareholder through acquisition owns 50 per cent or more of the votes of the company. The first and second sentences do not apply in the case of acquisitions in connection with the launch of a bid as mentioned in section 6-1.

(2) A shareholder who has crossed a mandatory bid threshold as mentioned in section 6-1 or section 6-6 subsection (1) in such a way as not to trigger the mandatory bid obligation, and has therefore not made a mandatory bid, is obliged in the case of each subsequent acquisition that increases his proportion of the voting rights to make an offer to buy the remaining shares of the company.

(3) The mandatory bid obligation under subsections (1) and (2) does not however apply where shares are disposed of in accordance with section 6-8; see section 6-9.

Section 6-7.Consent to share acquisition

If, according to the company's articles of association, an acquisition is subject to the consent of the board of directors, the board will be deemed to have given its consent if the matter has not been decided within three weeks of the offeree company's receipt of notice of the acquisition.

Section 6-8.Notification to the takeover supervisory authority

(1) Where an agreement on acquisition triggering a mandatory bid obligation under sections 6-1 to 6-6 is entered into, the person who is or will be subject to such obligation shall without delay notify the takeover supervisory authority and the offeree company accordingly. The notification shall state whether a bid will be made to buy the remaining shares in the offeree company or whether sale will take place in accordance with section 6-9. The takeover supervisory authority shall make the notification available to the public.

(2) The person subject to the mandatory bid obligation and offeree company shall inform their employees immediately after the notification has been made public.

(3) If notification is not given in accordance with subsection (1), or the mandatory bid obligation is otherwise contested, the takeover supervisory authority shall make a decision on the issues thereby raised.

(4) Notification of sale may be changed to notification of bid provided the bid is made within the time limit set in section 6-10 subsection (1).

(5) Until such time as a bid is made or sale effected, no other rights in the offeree company may be exercised in respect of the portion of the shares which exceeds the mandatory bid threshold than the right to take out dividend on the shares and to exercise pre-emption rights in the event of an increase of capital.

Section 6-9.Sale of shares

(1) Sale of shares in accordance with notification or decision as mentioned in section 6-8 shall take place within four weeks of the date on which the mandatory bid obligation was triggered.

(2) Such sale shall encompass that portion of the shares which exceeds the threshold mentioned in section 6-1. In the event of a mandatory bid under section 6-6, the sale may be restricted to the shares acquired through the subsequent acquisition.

Section 6-10.The bid

(1) The bid shall be made without undue delay and at the latest four weeks after the mandatory bid obligation was triggered.

(2) The bid shall encompass all shares of the offeree company, including shares with restricted or no voting rights.

(3) An offer may not be made conditional.

(4) The bid price shall be at least as high as the highest payment the offeror has made or agreed in the period six months prior to the point at which the mandatory bid obligation was triggered. The ministry may by regulations make rules concerning the bid price, including rules permitting the takeover supervisory authority, on specific conditions, to change the price ensuing from the first sentence. If it is clear that the market price at the point the mandatory bid obligation is triggered is higher than the price following from the first sentence, the bid price shall be at least as high as the market price.

(5) If the offeror, after the mandatory bid obligation was triggered and before the expiry of the period of the offer, has paid or agreed a higher price than the bid price, a new bid shall be deemed to have been made with a bid price equivalent to the higher payment or price. The provisions of section 6-12 subsection (2) apply equally to the new bid.

(6) Settlement under the terms of the bid shall be in cash. A bid may nonetheless give the shareholders the right to accept an alternative to cash.

(7) The settlement shall be guaranteed by a financial institution authorised to provide such guarantees in Norway. The takeover supervisory authority may make further regulations concerning guarantees as mentioned in the first sentence.

(8) Settlement shall take place as soon as possible and at the latest 14 days after expiry of the period of the bid.

(9) The offeror shall ensure all shareholders equal treatment when making a bid.

(Not yet in force)

Section 6-11.Period of the bid

(1) The bid shall state a time limit for shareholders to accept the bid (the period of the bid). The time limit may not be shorter than four weeks and not longer than six weeks.

(2) The ministry may make further regulations on the right to dispense with the Act's general requirement as to the longest permitted bid period.

Section 6-12.New bid

(1) The offeror may make a new bid prior to the expiry of the period of the bid, provided the new bid is approved by the takeover supervisory authority. The offeree company's shareholders shall be entitled to choose between the bids.

(2) If a new bid is made, the period of the bid shall be extended so that at least two weeks remain to expiry.

Section 6-13.Requirements on the offer document

(1) Anyone subject to a mandatory bid obligation shall draw up an offer document which reproduces the bid and gives correct and complete information about matters of significance for evaluating the bid.

(2) The offer document shall specifically state:

1.	the offeror's name and address, and the type of organisation and organisation number if the offeror is an undertaking,

2.	information about the shares and share classes involved,

3.	information about related parties as mentioned in section 6-5, including the basis for the consolidation and any shareholder agreements,

4.	what shares and loans referred to in the Private Limited Companies Act section 11-1 and the Public Limited Companies Act section 11-1 in the listed company are owned by the offeror or anyone mentioned section 6-5,

5.	the bid price and the method used to establish the bid price, the time limit for settlement and the form of settlement, and what guarantees are furnished for performance of the offeror's obligations,

6.	the principles underlying the valuation of asset items offered as settlement, including information on factors to which importance must be given when deciding whether to subscribe or acquire securities,

7.	the time limit for accepting the bid and how acceptance should be filed,

8.	how the purchase of the shares is to be financed,

9.	special advantages which are accorded by agreement to members of the management or governing bodies of the company or which are held in prospect for any of the latter,

10.	what contact the offeror has had with the management or governing bodies of the offeree company before the bid was made,

11.	the purpose of taking over control of the offeree company and plans for further operation,

12.	reorganisation etc., of the offeree company and the group of which it forms part,

13.	what significance implementation of the bid will have for the employees, including the legal, financial and employment consequences of the bid, and the legal and tax consequences of the bid,

14.	the largest and smallest proportion of the share capital that the offeror undertakes to acquire,

15.	information on payment of compensation offered for rights that may be set aside as a result of a decision as mentioned in section 6-17 subsection (4),

16.	information on choice of law and venue for any dispute that may arise in connection with agreements entered into between the offeror and the shareholders.

(3) The offer document shall be signed by the offeror.

Section 6-14.Approval and public disclosure of the bid

(1) The bid and the offer document require approval by the takeover supervisory authority before the bid is made or made public.

(2) After the bid has been approved, the party subject to the mandatory bid obligation shall dispatch the bid to all shareholders with known whereabouts. The company is obliged to facilitate such dispatch.

(3) After the bid has been approved, the party subject to the mandatory bid obligation and the offeree company shall make the bid known to their employees.

(4) An offer document approved by the competent authority of another EEA state shall be deemed to be approved as from the date on which notification is received from that EEA state to the effect that the offer document has been prepared in conformity with national rules implementing Directive 2004/25/EC and approved by the competent authority of the EEA state concerned. The Norwegian takeover supervisory authority may however stipulate that the offer document shall be translated.

Section 6-15.Fees

The takeover supervisory authority may charge the offeror a fee to cover expenses in connection with approval as mentioned in section 6-14.

Section 6-16.The offeree company's statement regarding the bid

(1) Where a bid is made under the rules on mandatory bids, the board of the offeree company shall make public a statement setting out its opinion of the bid and the reasons on which it is based, including its views on the effects of implementation of the bid on the company's interests, and on the offeror's strategic plans for the offeree company and their likely repercussions on employment and the locations of the company's places of business. Should the board consider itself unable to make a recommendation to the shareholders on whether they should or should not accept the bid, it shall explain why this is so. Information shall also be given about the views, if any, of the board members and the manager effectively in charge in their capacity as shareholders of the company. If the board receives in good time a separate opinion from the employees on the effects of the bid on employment, that opinion shall be appended to the statement.

(2) The statement shall be available at the latest one week before the period of the bid expires.

(3) The statement shall be sent to the takeover supervisory authority and be made known to the shareholders and the employees.

(4) Where a bid has been made by someone who is a member of the board of the offeree company, or the bid has been made in concert with the board of the company, the takeover supervisory authority shall decide who shall issue a statement as mentioned in subsection (1) on behalf of the company.

Section 6-17.Restriction of the offeree company’s freedom of action

(1) After the company is informed that a bid will be made pursuant to section 6-1, section 6-2 subsection (2) or section 6-6 and until the period of the bid has expired and the result is clear, the board or manager effectively in charge may not make decisions in regard to

1.	issuance of shares or other financial instruments by the company or by a subsidiary,

2.	merger of the company or subsidiary,

3.	sale or purchase of significant areas of operation of the company or its subsidiaries, or other dispositions of material significance to the nature or scope of its operations, or

4.	purchase or sale of the company's shares.

(2) This section does not apply to dispositions that are part of the normal course of the offeree company's business, or where the general meeting has empowered the board or manager effectively in charge to make such decisions with takeover situations in mind.

(3) The company's general meeting may by way of the articles of association stipulate that EEA rules corresponding to Directive 2004/25/EC Article 9(2) and (3), see Article 12(2), shall apply to the company.

(4) The offeree company's general meeting may by way of the articles of association also stipulate that EEA rules corresponding to Directive 2004/25/EC Article 11, see Article 12(2), shall apply. The company's general meeting shall in a resolution, if any, under the first sentence establish further conditions for the calculation and payment of compensation in accordance with Article 11(5) of the same Directive.

(5) Companies having adopted a resolution in accordance with subsections (3) and (4) shall report the resolution to the takeover supervisory authority and to the competent authorities of other member states where the company has been admitted to listing on a regulated market, or where such listing has been requested.

(6) Notice of a general meeting for the resolution of measures determined in the articles of association as mentioned in subsection (3) and (4) shall, without prejudice to the time limit for convening of general meeting pursuant to the Public Limited Liability Companies Act section 5-11 (b) no.1, be sent to shareholders no later than two weeks prior to the meeting. In the articles of association, the company may set a longer time limit for convening a general meeting for the adoption of resolutions as mentioned in subsection (4).

Section 6-18.Public disclosure of the result of the bid

The offeror shall without delay make public the result of any bid made.

Section 6-19.Voluntary bids

(1) The provisions of section 6-10 last subsection and sections 6-12 to 6-18 apply equally in the event of voluntary bids entailing that a mandatory bid obligation under section 6-1 comes into play if the bid is accepted by those able to make use of it.

(2) Subsection (1) does not apply where a bid is addressed specifically to certain shareholders unless the bid is made simultaneously or in conjunction and has the same content.

(3) Whoever has made a decision to make a voluntary bid as referred to in subsection (1) shall forthwith notify the takeover supervisory authority and the offeree company. The takeover supervisory authority shall make the notification available to the public. The offeror and the company shall inform their employees immediately the notification has been made public.

(4) The bid shall be launched within a reasonable period after the decision to launch a voluntary bid is taken.

(5) A voluntary bid as referred to in subsection (1) shall indicate a period allowed for shareholders to accept the bid. The period may not be shorter than two weeks or longer than 10 weeks. The ministry may make further regulations on the right to dispense with the Act's general requirement as to the longest permitted bid period.

Section 6-20.Exercise of shareholder rights in case of failure to make a mandatory bid

Shareholders who neglect their obligation to make a bid under section 6-1, section 6-2 subsection (2) or section 6-6 may not, for the duration of the mandatory bid obligation, exercise rights in the company other than the right to dividend and pre-emption rights in the event of an increase of capital without the consent of a majority of the remaining shareholders.

Section 6-21.Forced sale of shares

(1) ) If no bid is made under section 6-1, section 6-2 subsection (2) or section 6-6 and the period allowed for sale pursuant to section 6-9 is exceeded, the takeover supervisory authority may sell the shares under the rules governing forced sale insofar as they are applicable. The Enforcement Act section 10-6, cf. section 8-16, does not apply.

(2) The takeover supervisory authority shall give the party subject to the mandatory bid obligation at least two weeks' notice of forced sale.

Section 6-22.Forced transfer of shares in connection with the mandatory bid obligation and voluntary bid

(1) Where the offeror, after making a mandatory or voluntary bid pursuant to section 6-19, has acquired more than nine tenths of the voting shares of the offeree company and a corresponding proportion of the votes that can be cast at the general meeting, the offeror may decide to force the transfer of the remaining shares in accordance with the Public Limited Companies Act section 4-25. The remaining shareholders are entitled to demand that the offeror take over the shares.

(2) If forced transfer takes place within three months after the expiry of the period of the bid under section 6-11, the redemption price shall be fixed on the basis of the bid price unless another price is called for on special grounds.

(3) Where the offeror, after making a voluntary bid, has acquired a holding as stated in subsection (1), shares may be forcibly transferred without a prior mandatory bid having been made provided the following conditions are met:

1.	forced transfer is initiated at the latest four weeks after the acquisition of shares by voluntary bid,

2.	the redemption price corresponds at least to the lowest bid price that would have resulted from a mandatory bid, and

3.	the same guarantee is provided as in the case of a mandatory bid under section 6-10 subsection (7). The Public Limited Companies Act section 4-25 subsection (5) does not apply to the extent that such a guarantee is provided.

Section 6-23.Takeover bids with links to more than one state

(1) The provisions of this chapter apply equally in relation to

1.	companies with their registered office in another state whose shares or other securities comparable to shares are not quoted on a regulated market in the state in which the company has its registered office but on a Norwegian regulated market, and

2.	companies with their registered office in Norway whose shares are quoted on a regulated market in another EEA state.

(2) The ministry may in cases as mentioned in subsection (1) lay down further regulations on the application of the provisions of this chapter as well as on the takeover supervisory authority and choice of law.

(3) The takeover supervisory authority may by individual decision make exception from some or all of the provisions of this chapter in the case of companies with their registered office in Norway whose shares are quoted on a regulated market both in Norway and a state outside the EEA. The same applies in relation to companies with their registered office in a state outside the EEA whose shares are quoted on a regulated market in Norway.