Guidance on the review of bids and offer documents

Last published: 1 April 2025

The guidance on the review of bids and offer documents provides further information on the submission of offer documents for review, case processing and deadlines, etc.

1 Introduction 

Finanstilsynet reviews and approves bids and offer documents for companies covered by the Norwegian rules on takeover bids. The purpose of this guide is to provide information about Finanstilsynet's case processing when reviewing the bids. The guidance covers the review of bids and offer documents in connection with mandatory bids as well as voluntary bids addressed to others than specific shareholders, whose acceptance entails that a mandatory bid obligation arises. 

The rules on takeover bids are extensive. The offeror should consider the need to use advisers who have expertise in this field. Inadequate knowledge of the regulations could lead to delays in the review process.

2 General information about case processing 

2.1 Coordination

The offeror will normally use an adviser who provides assistance in connection with the preparation and control of the bid and the offer document. The adviser shall function as contact person for Finanstilsynet. If the offeror uses several advisers in connection with the review of the bid and the offer document, the offeror shall appoint one adviser who shall act as the contact person for Finanstilsynet. The contact person shall be responsible for coordination with Finanstilsynet, and all contact (including the submission of the draft offer document) with Finanstilsynet shall be via the contact person, unless otherwise agreed.

2.2 Electronic submission 

Applications for the review of bids and other written inquiries should be sent to:

Finanstilsynet does not require original or certified copies of attachments. Any attempts at document forgery will be reported. However, please note that e-mails with attachments are considered to be an open channel. Therefore, the sender must select the level of security for their e-mails.

2.3 Case processing time

The processing time for reviews depends on several factors, including the type of takeover bid, the completeness of the first draft, the offeror's responses to Finanstilsynet's comments during the process and activity in the market. An offer document that is subject to review will normally be commented on and sent between the offeror and Finanstilsynet two to three times. Specific times for submission of the draft offer document and other matters in connection with the bid and the offer document should be agreed with the individual case officer. 

2.4 Guidance and inquiries before submission of offer documents for review

Finanstilsynet may provide guidance prior to the submission of an offer document for review. Finanstilsynet cannot provide legally binding advance guidance, but based on the information provided in the request, Finanstilsynet will provide guidance on how a matter is expected to be handled. Finanstilsynet's final processing will be carried out when the offer document has been received, and may therefore deviate from the advance guidance. This is typically relevant where new information comes into existence.

Requests for guidance should be sent to: 

2.5 Interruption of review and refund of prepaid fees

The offeror may interrupt the review process at any time. In such cases, the offeror is requested to notify Finanstilsynet as soon as possible. With respect to fees for interrupted review processes, see:

3 The review process  

3.1 Notification to Finanstilsynet 

A party that has entered into a takeover agreement that will trigger a mandatory bid obligation, or has decided to make a voluntary bid, shall immediately notify the takeover supervisory authority and the offeree company. The notification shall state, among other things, whether a bid will be made to buy the other shares of the company or whether a divestment will be carried out. The notification should be sent to:  

3.2 Submission of offer documents for review

The offeror shall send the following documents to Finanstilsynet: 

  1. first draft of the offer document
  2. information form
  3. checklists for the offer document
  4. control questions about prices and equal treatment
  5. attachments and documents referred to in the offer document

For more information on the individual items, see below.

i. First draft of the offer document 

Draft offer documents shall be sent in Word format.

ii. Information form 

All relevant fields in the information form shall be completed. 

iii. Checklists for offer documents 

Completed checklists shall be sent in Word format. References shall be as precise as possible. In the case of several references in the same cell, it must be clear which parts of the content requirement the individual reference refers to. No more references than necessary shall be made.

If a content requirement is not considered relevant, N/A shall be entered in the column for references. If a content requirement is marked N/A, an explanation shall be included in the column for comments as to why the requirement is not considered relevant.

iv. Control questions about prices and equal treatment

The offeror should submit control questions about prices and equal treatment for either mandatory or voluntary bids. Completed control questions should be sent in Word format.

v. Attachments and documents referred to in the offer document

Documents that are to be attached, or that are referred to in the offer document, shall be sent together with the first draft.

3.3 Subsequent drafts

3.3.1 Use of track changes 

All changes made in subsequent drafts of an offer document shall be marked using the ‘track changes’ function. Documents with tracked changes shall be in Word format. If the offeror makes changes in addition what follows from Finanstilsynet's comments, the offeror shall clearly state what changes have been made when submitting a new draft.

3.4 Guarantee in connection with a mandatory bid 

In connection with a mandatory bid, a guarantee shall be provided for the settlement. The text of the guarantee shall be approved by the takeover supervisory authority and include a precise indication of the guarantor, offeror, name of the company that has issued the shares, dated offer document, the conditions for making claims under the guarantee and any requirements imposed as to documentation, the place where claims are to be delivered under the guarantee, stating the postal and visiting addresses and the time limit for reporting claims under the guarantee stating date and time.

The original guarantee declaration or a confirmation from the guarantor shall be sent to the takeover supervisory authority. A copy of the guarantee declaration shall be incorporated in the offer document.

The guarantee shall have been issued at the latest simultaneously with the presentation of the bid and be valid during the period of the bid, the settlement period and for a period of four weeks from the expiry of the deadline for settlement.

4 Approval and publication of the bid 

4.1 Approval of the bid and the offer document

The bid and the offer document are deemed to have been approved as from the date on which notification has been received from Finanstilsynet that the bid and the offer document have been prepared in accordance with national rules and approved by the takeover supervisory authority.

4.2 Disclosure obligation of the offeror and the company  

After the bid has been approved, the party subject to the mandatory bid obligation shall send the offer document to all shareholders with a known place of residence. The company is obliged to facilitate such dispatch. The party subject to the mandatory bid obligation and the company shall also make the bid known to its employees.

5 Bid period

5.1 Changes to the bid

Changes to the bid made on the basis of reservations in the original bid shall be approved by Finanstilsynet and presented before the end of the original bid period.

5.2 New bid 

The offeror may submit a new bid before the end of the bid period. The new bid must be approved by Finanstilsynet and be subject to the review process described in this guidance.

If a new bid is launched, the bid period shall be extended so that at least two weeks remain to expiry. The company's shareholders shall be entitled to choose between the bids.

5.3 The company's statement regarding the bid

When an bid is made under the rules on mandatory bids, the company's board of directors shall prepare and 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 and their likely repercussions for the employees and for the location of the company's operations. The statement shall be available no later than one week before the period of the bid expires. The statement shall be sent to the takeover supervisory authority and be made known to the shareholders and employees.

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 general manager 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.

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 on behalf of the company.

6 Application for write-down of guarantee 

Finanstilsynet may upon application accept a reduction of the guarantee. Such reduction presupposes that the takeover supervisory authority deems the information to be satisfactorily documented and that the remaining guarantee amount will provide satisfactory security.

The following must at a minimum be included in the application:

  1. the number of acceptances received
  2. any shares purchased outside the bid
  3. the amount by which the guarantee is sought to be reduced
  4. a listing showing the total number of accepted shares
  5. late payment interest for four weeks calculated on the total sum outstanding on the guarantee after the write-down
  6. a statement of any rejected or disputed acceptances

In addition, a copy must be submitted of an on-screen printout from the Norwegian Central Securities Depository showing the number of shares accepted as at the date from which the write-down is to be effective. The information shall be confirmed by the financial institution responsible for the settlement of the bid.

Finanstilsynet requires a fee from the offeror to cover expenses incurred when processing an application for write-down of the guarantee amount. For information on fees, see 

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