Energy & Infrastructure M&A 2025 Comparisons

In Norway, the energy and infrastructure M&A market has maintained a reasonable level of activity for the past 12 months, driven both by domestic and international parties participating in a number of substantial transactions.

A notable trend is the exit of international institutional capital, which played a key role in the development of several onshore wind power projects in Norway. These investors are now selling the fully developed wind power companies to large regional Norwegian power companies.

Project areas for offshore wind at Utsira Nord (floating offshore wind) and Sørlige Nordsjø II (bottom-fixed) have been announced the past couple of years. Ventyr SN II AS won the auction related to Sørlige Nordsjø II and will be awarded a project area and thereby a time-limited exclusive right to conduct a project-specific impact assessment, as well as to apply for a licence pursuant to the Offshore Energy Act.

In September 2025, the Ministry of Energy received two applications for the award of project areas for floating offshore wind in Utsira Nord. The interest related to both Sørlige Nordsjø II and Utsira Nord has been limited owing to increased costs of capital, inflationary pressure on material prices, substantial qualification requirements for applicants, and technological uncertainty in combination with a fixed cap on the state aid support regimes related to the projects.

There has been continued low development activity within the onshore wind power segment. This is mainly due to local opposition to such projects.

The local municipalities will benefit from production taxes, property tax, and a part of the ground rent tax related to wind power farms. There is a tendency for a more positive approach from the municipalities, but it remains to be seen if the legislative amendments will lead to increased development activity (see 1.2 Energy and Infrastructure Trends).

In Norway, the most significant structural trend in the past year is that decision-making authority for new renewable energy development – particularly onshore wind – is increasingly being anchored at the municipal level through the Planning and Building Act.

As of 1 July 2023, the Norwegian Water Resources and Energy Directorate (Norges Vassdrags- og Energidirektorat, or NVE) may no longer grant licences under the Norwegian Energy Act (NEA) without a prior municipal zoning clarification. This means that the developer must have an area regulation plan in place before the NVE can grant a facility licence.

The government’s joint guidance from the Ministry of Local Government and Regional Development and the Ministry of Energy (27 August 2024) clarifies this process. The NVE has followed up with thematic guidance on the two parallel processes.

In practice, this may in some cases halt onshore wind initiatives and introduce some additional process risks for ground-mounted solar projects ‒ in particular, where local interests related to land use, nature conservation, and grid capacity is an issue. Improved guidance has made the process clearer but not necessarily faster in municipalities prone to conflict.

This structural change is also a key driver shifting transactional activity towards already-completed wind farms, district heating, and capacity/rehabilitation projects within hydropower, where issues of societal acceptance and land use have already been “resolved” through earlier decisions. The ESG and indigenous rights dimensions have become increasingly important, particularly following the Supreme Court’s decision in the Fosen case, as further described in 6.1 Significant Court Decisions or Legal Developments.

In Norway, investors are typically accessing the energy and infrastructure M&A market through participation in structured sales processes or subscription of shares in share issues managed by financial advisers.

There have also been examples of investors joining forces with domestic well-established players within the sector. Sweden-based Infranode and Hitech Vision joined forces with Norwegian power company Hafslund Eco in 2022 to acquire Fortum Oslo Varme AS. After the transaction, Fortum Oslo Varme AS was 60% owned by Hafslund Eco ‒ with Infranode and Hitech Vision owning 20% each of the remaining 40% of the company.

During the periods when the Norwegian equity capital market was more active (eg, in 2020 and 2021), many investors accessed Norwegian renewable growth companies through private placements conducted in connection with listings on the Norwegian growth market, Euronext Growth Oslo.

In relation to offshore wind (where the ambition is to allocate 30 GW by 2040), Sørlige Norsjø II Phase 1 was awarded to Ventyr II AS in 2024 and the Norwegian government has now initiated steps to further mature the project, including processes related to necessary studies and the grid connection. At the same time, Utsira Nord – which is intended to demonstrate and scale up floating technology – has, as of September 2025, only two applicants. The subsidy allocation will be targeted at a few large-scale projects.

In addition, there are a number of hydropower and grid projects focused on increasing capacity and rehabilitation. These projects often deliver significant social utility relatively quickly, have predictable cash flows, and are consequently easier to finance.

Hydropower accounts for approximately 88% of Norway’s total normal annual electricity production and is still the backbone of the Norwegian power system. A special feature of the Norwegian hydropower system is its high storage capacity, balancing production and consumption in the power system at all times. Earlier this year, Parliament permitted more hydropower projects in protected waterways. Licensing authorities may now in some cases review applications for projects over 1 MW without needing parliamentary approval. However, the Water Resources Act continues to impose strict restrictions on what is allowed in protected waterways.

We are also seeing grid investments at all levels, from the lowest distribution networks to major expansions of the transmission grid designed to connect different regions and Norway’s five pricing areas. The pace of development is high and increasing.

Finally, solar power is growing from a low base, primarily via rooftop installations but also as ground-mounted projects where land and grid access can be resolved. Based on market observations, transaction activity seems to reflect a pattern in which more capital is being allocated to mature, operational assets, whereas pure “greenfield” acquisitions of onshore wind and utility-scale ground-mounted solar remain more selective.

Early-stage companies in the Norwegian energy and infrastructure industry are typically incorporated as private limited liability companies due to the inherent limitation of liability and potential for raising capital from new investors. Such companies are normally financed predominantly with equity capital in combination with state aid support.

It will normally be difficult for such companies to obtain debt capital from financial institutions or in the bond market, as there are limited possibilities for collateral. As such, lenders regard the credit risk to be too high.

The equity capital is typically raised from the founders, private investors, and public and private seed capital funds. There have been several such establishments, particularly in relation to new technology or new energy forms such as solar, hydrogen, ammonia, and energy effectivisation.

In 2024‒25, the main practical considerations when establishing and financing an early-stage company in the energy and infrastructure industry in Norway include the following.

• The land use and permitting strategy should be evaluated on the basis of municipal planning clarification, with an area regulation plan for onshore wind projects and a realistic plan for ground-mounted solar.
• The ESG and indigenous peoples’ dimension – heightened by the Fosen case (see 6.1 Significant Court Decisions or Legal Developments) – must be integrated into project design, consultation, and risk analysis, as violations can lead to serious legal and reputational consequences.
• The delayed European Economic Area (EEA) implementation of certain energy regulations can create a policy risk that must be factored into pricing.
• Based on general market observations, modelling must account for higher capital costs, currency risk, and bank coverage requirements.
• Grid connection and any required capital contributions must be addressed early in the case.

Such ventures appear to be relatively common in solar, small hydropower upgrades, energy services, storage/flexibility, and the offshore wind supply chain. However, they are rarer in new onshore wind projects.

In Norway, the typical liquidity event for companies within the energy and infrastructure sector is through a structured sales process. Some sales processes are bilateral – typically, where confidentiality and a rapid transaction process is key. Most transactions are structured as share deals as this is normally most tax-efficient, both for the target companies and its shareholders.

In Norway, spin-offs are quite common in the energy and infrastructure sectors. The key drivers for spin-offs are as follows.

• The companies want to spin-off non-core business activities and assets to concentrate on core business (one example is Statkraft’s sale of the distant heating company Statkraft Varme AS, as well as sale of fiber companies within energy groups).
• Traditional and well-established companies within the sector may be less innovative than is required for those business activities that might be spun off.
• The business comprising the spin-off may require capital that the existing owner is not able or willing to provide.
• The business comprising the spin-off may benefit from strategic partnerships with other corporate entities outside the group. 

Recently, some grid companies are also being prepared for partial divestment by allowing private investors (eg, various investment funds) to participate.

In Norway, a spin‑off structured as a statutory demerger under Norwegian company law can be tax‑neutral for both the transferring company and its shareholders if the tax rules for mergers/demergers are met, as follows.

• Statutory route ‒ the requirements for a legal demerger under Chapter 14 of the Norwegian Companies Act (including a demerger plan, board reports, auditor/independent expert statements (if required), shareholder approvals, and registration in the Register of Business Enterprises) should be satisfied.
• Consideration in shares ‒ shareholder(s) of the demerging company receive shares in the receiving company/companies as consideration.
• Continuity ‒ the following tax continuity principles apply at:
1. the corporate level – assets and liabilities are typically transferred at tax values; tax positions linked to specific assets carry over to the recipient company, whereas general tax positions are split based proportionally on the relative value of the transferred versus retained business; and
2. the shareholder level – tax basis is apportioned between the “old” and “new” shares based on their relative market values at the time of the spin-off.
• Proportionate allocation of share capital ‒ in a demerger, the nominal and paid-in share capital are allocated in the same proportion as the net values are distributed among the companies.

With regard to VAT, transfers that qualify as a transfer of a business as a going concern (TOGC) are normally outside the scope of VAT. If the transaction does not qualify as TOGC, VAT consequences may arise.

It is feasible and fairly common for a spin-off to be immediately followed by a business combination (eg, spin‑off of a division into a newco followed by a merger with or sale to a third party). The key requirement for such a process is that the spin‑off must qualify for tax neutrality on a standalone basis (share consideration, tax continuity and proper basis allocation).

Further, to comply with anti‑avoidance regulations, the parties must ensure genuine business purposes and coherent structuring. An immediate, pre‑agreed onward transaction is generally considered permissible, but the overall plan should be considered from an anti-avoidance perspective.

The timing for a spin-off (in a domestic, non‑listed context) is typically about nine to 13 weeks from “project start” to registration, including a statutory six-week creditor notice period. Listed company spin‑offs or those involving regulatory approvals often run for three to six months.

It is not necessary to seek an advance tax ruling from the Norwegian tax authority and most standard spin‑offs proceed without a ruling. For more complex transactions, one should consider seeking a ruling for atypical features (eg, complex transactions or transactions involving a number of steps or cross‑border elements). The timing for such rulings is typically three to six months from a complete filing to decision but may vary depending on complexity and the authority’s workload.

What is customary with regard to the acquisition of a stake in a public company prior to making an offer depends on whether the takeover process is initiated by the target company or by the buyer.

If the target company initiates a takeover process, it is common practice to require standstill undertakings from the interested parties. These undertakings are intended to protect shareholders’ interests and prevent stakebuilding before an offer is made, as shareholders statistically achieve a lower offer price per share when the bidder has acquired shares prior to making the offer.

If the buyer initiates the process unilaterally, the target company does not have the same opportunity to impose standstill restrictions. In such cases, acquisitions of shareholdings prior to the offer are somewhat more common – albeit still not regarded as customary in the Norwegian market.

Reporting Thresholds for Major Shareholdings

For acquisitions of stakes in public companies in Norway, an important distinction must be drawn between regulated markets such as Euronext Oslo Børs and Euronext Expand Oslo on the one hand and multilateral trading facilities (MTFs) such as Euronext Growth Oslo on the other. In regulated markets, acquisitions are subject to reporting obligations for an acquirer of shares and to rules on mandatory and voluntary offers, whereas no such regulations apply for acquisitions at an MTF.

In a regulated market, the reporting threshold for major shareholdings is triggered if a shareholder’s proportion of votes in an issuer exceeds or falls below 5%, 10%, 15%, 20%, 25%, one-third, 50%, two-thirds or 90%. The shareholder must in that case notify the issuer and Oslo Børs (the Oslo Stock Exchange) immediately and no later than the opening of the regulated market on the second trading day after conclusion of the trade agreement.

Obligation to Disclose Purpose of Acquisition

When triggering the reporting obligation on a regulated market, the buyer is not required to state the purpose of the acquisition. However, a buyer preparing an offer document, either for a mandatory or voluntary offer, must include information about the offeror’s plans for the company, its management and employees, and the consequences of the offer. The disclosure is thus required at the time of launching the offer to the market, but not upon the acquisition of the share(s).

“Put Up or Shut Up” Requirement

Norway does not have a general “put up or shut up” rule like in the UK (under the UK’s Takeover Code). However, a person who enters into an agreement on acquisition triggering a mandatory offer obligation (one-third of the voting rights) must immediately notify the takeover supervisory authority (ie, the Financial Supervisory Authority of Norway (FSA)) and the target company, and explain if an offer will be made or if the buyer will sell down below the one-third level again.

Under Norwegian law, a mandatory offer obligation is triggered when a person becomes the owner of one-third or more of the voting rights in an issuer whose shares are listed on a regulated market in Norway. Once the threshold is exceeded, the acquirer is obliged to make a mandatory offer to purchase the remaining shares in the issuer at a price at least equal to the highest price paid (or agreed to be paid) by the bidder for shares in the issuer during the preceding six months.

A new mandatory offer obligation is subsequently triggered upon the acquisition of shares representing more than 40% or 50% of the voting rights in the issuer, respectively.

In Norway, the most common structure for the acquisition of a Norwegian listed company is a two-step approach, whereby the first step is a voluntary cash offer (often recommended by the target board), followed by a compulsory acquisition (squeeze-out) as a second step if the bidder obtains more than 90% of the shares and voting rights based on the voluntary offer. This applies both on Euronext Oslo Børs or Euronext Expand Oslo (both regulated markets) and on Euronext Growth Oslo (MTF).

In a regulated market, if a bidder crosses the one-third ownership threshold through acquisition, a mandatory offer obligation is triggered. Such mandatory offers must include a cash alternative (but may also give the right to accept an alternative to cash such as shares) and are also usually followed by a squeeze-out procedure, provided that the bidder achieves more than 90% of the shares and voting rights in the company.

In Norway, mergers are also available as an acquisition structure for Norwegian companies and can be implemented as a regular merger, triangular merger, or merger by formation of a new company. They are also used (more frequently during recent years) for the acquisition of listed companies in Norway.

In recent years, the use of rollover mechanisms in takeover transactions has also increased. Such transactions may be structured in various ways, including:

• an offer made to all shareholders with the option to receive consideration in the form of shares, cash, or a combination of both;
• a selective rollover available only to certain existing shareholders, while the remaining shareholders receive cash consideration only; or
• an offer allowing all shareholders of the target company to roll over a specified portion of their holdings, with the balance settled in cash.

Rollover mechanisms provide flexibility in terms of reinvestment and financing. However, to the extent such mechanisms have been used in regulated markets, they have been subject to criticism for raising issues concerning the equal treatment of shareholders (whereas such concern is weaker with regard to MTFs).

An offeror will be free to introduce a rollover mechanism as part of a voluntary offer. However, if used as part of a mandatory offer, a rollover mechanism will only be legal to the extent that it includes a cash alternative for all the shares.

In Norway, public company acquisitions in the energy and infrastructure sectors are commonly structured as all-cash transactions. Although share-for-share or mixed consideration has increased during recent years, cash offers are still the most-used offer mechanism.

In relation to mergers, the consideration is typically shares. However, a cash component of up to 20% of the overall consideration is allowed as part of the merger settlement.

As regards mandatory offers, the offer price must at least equal the highest price paid or agreed to be paid by the offeror for shares in the target during the six months preceding the offer obligation. There are no restrictions on price in voluntary offers, either in a regulated market or an MTF. Finally, there is no statutory minimum price requirement in statutory mergers, but the board of directors of the target company is required to ensure that the exchange ratio and the consideration are fair to shareholders.

It is not typical to use contingent value rights or similar mechanisms in public transactions in the Norwegian market. For mandatory offers, this follows from a requirement that settlement must take place as soon as possible and no later than 14 days after expiry of the acceptance period. For voluntary offers in a regulated market, there is no similar rule. However, in practice, the Norwegian FSA is likely to require that the shareholders who are invited to accept an offer are provided with sufficient information regarding the consideration to be paid upon acceptance; contingent value rights are unlikely to fulfil this requirement.

There is more room for contingent value rights in an offer on Euronext Growth Oslo but, so far, the authors have not seen this in practice. This may also be due to practical challenges with such pricing models in a public environment.

Voluntary offers typically include conditions such as:

• a minimum acceptance level at 90% (allowing the bidder to complete a compulsory acquisition and subsequent delisting);
• the target board recommends the offer to its shareholders and maintains such recommendation throughout the acceptance period,
• necessary approvals from public authorities (eg, typically from the Norwegian Competition Authority (NCA)); and
• the absence of any company-specific material adverse change (MAC) affecting the target or the offer.

Mandatory offers, however, must be unconditional and irrevocable. Once the mandatory offer obligation is triggered under the Norwegian Securities Trading Act, the bidder must make an offer to acquire all remaining shares on the same terms as those already acquired and may not attach any conditions to completion.

In practice, the Norwegian FSA requires that conditions are specific and objectively verifiable, such as competition clearance or a fixed acceptance threshold. Broad or subjective conditions (eg, “to the bidder’s satisfaction” or “no adverse market changes”) are generally not acceptable.

In Norway, it is customary for the bidder and the target company to enter into a transaction agreement in connection with a recommended voluntary takeover offer or a business combination. Such agreements typically regulate the conduct of the parties during the offer period and the target’s board of directors’ recommendation of the offer.

The target company typically undertakes limited obligations to facilitate the offer, such as:

• access to information to conduct due diligence;
• agreeing to conduct the business in the ordinary course between signing and closing;
• providing non-solicitation undertakings (not to actively solicit competing offers);
• granting the bidder a matching right if a superior competing offer is received; and
• agreeing to disclose or support filings required for regulatory approvals.

However, the Norwegian regulators expect that such undertakings must not unduly restrict the board of directors’ ability to act in the best interests of the shareholders and emphasise that “no-shop” and break-fee provisions must be reasonable and not prevent superior offers.

It is uncommon for a Norwegian public company to provide representations and warranties connected to a takeover offer. To be valid, any such representations must be accepted by the board of directors and cannot be in conflict with applicable financial assistance regulations. The authors have been involved in discussions on establishing representations and warranties covered by warranty and indemnity (“W&I”) insurance connected to public bids and believe this could be a viable solution to the issue.

Voluntary tender offers for listed companies commonly include a minimum acceptance condition of at least 90% of the shares and voting rights in the target company. This level corresponds to the statutory threshold for compulsory acquisition (squeeze-out) under the Norwegian Public Limited Liability Companies Act, which allows the bidder to acquire the remaining minority shares and subsequently delist the company.

The bidder may also set a lower acceptance threshold. If the threshold is set to more than 50% of the voting rights, this provides simple majority control at the general meeting and the ability to elect the board of directors. Higher thresholds (eg, two-thirds) may also be used to secure the ability to approve mergers, amend the issuer’s articles of association, or increase the share capital through issuance of new shares – given that these matters require such qualified majority under Norwegian corporate law.

Any shareholder owning more than 90% of both the share capital and voting rights of a Norwegian limited liability company is entitled to require compulsory acquisition of the remaining shares. Minority shareholders holding less than 10% have a corresponding right to require a majority shareholder holding at least 90% to buy their shares on the same terms.

These rules apply equally in a regulated market and in an MTF. According to the Norwegian Securities Trading Act, where compulsory acquisition takes place in a regulated market within three months after the expiry of the acceptance period for the bid, the redemption price must in principle be equal to the bid price. Also, in an MTF (and, in particular, where the squeeze-out takes place quite shortly after the bid expires), the bid price makes a natural basis for the squeeze-out price unless it does not reflect the fair value of the shares.

In order to launch a mandatory offer (in a regulated market), the bidder must have financing in place before the launch of the offer, as there is a requirement that the offer document includes a bank guarantee or equivalent confirmation from a reputable financial institution securing full settlement of the offer.

Voluntary offers are not subject to a statutory fund requirement. However, in relation to both a voluntary or mandatory offer in a regulated market, the offer document must specifically state how the purchase of the shares is to be financed and what guarantees are furnished for performance of the offeror’s obligations (but, for a voluntary offer, there is no obligation to actually have the funds in place). Irrespective of this requirement, bidders in voluntary offers would generally expected to have arranged financing before announcement, and target companies normally require confirmation of such as a condition for issuing a positive board recommendation.

A voluntary offer in a regulated market can be conditional on the bidder obtaining financing. In market practice, this is quite rare ‒ although the authors have been involved in offers subject to a financing condition.

There are no legal requirements for financing related to an offer in an MTF or with regard to information on financing in the offer document related to such an offer.

There are no statutory prohibitions on deal protection measures under Norwegian law. Target companies may in principle agree to various forms of protection mechanisms, provided that the board complies with its fiduciary duties and acts in the best interests of the company and its shareholders.

The most common deal protection measures in Norwegian public takeover transactions include:

• break-up or termination fees;
• non-solicitation or no-shop clauses;
• matching rights; and
• voting undertakings and lock-ups.

Overall, any deal protection measure must be reasonable, proportionate, and justified as being in the best interests of the company and its shareholders. Norwegian regulators emphasise that the board of directors must not take any action that may frustrate a bona fide bid without shareholder approval.

If a bidder does not obtain full ownership of the target company, the bidder’s governance rights are governed by the ordinary thresholds under Norwegian company law.

A simple majority of the votes is sufficient to control board elections and other ordinary resolutions at the general meeting. Mergers, demergers, amendments to the articles of association, increases of equity through issuance of new shares, and other structural changes require the approval of at least two-thirds of both the votes cast and the share capital represented.

Shareholder agreements that regulate profit sharing, voting, or similar arrangements are uncommon among issuers listed on Norwegian trading venues, including both regulated markets and MTFs. Such arrangements may be considered to restrict the free transferability of shares, which is a requirement for admission to and trading in these marketplaces.

It is standard practice for bidders to obtain irrevocable undertakings from major shareholders to accept or support the offer. These commitments are usually provided prior to the announcement and disclosed in the offer document.

The undertakings are typically conditional upon no superior competing offer being announced ‒ although fully binding undertakings are also used. Such practice is consistent both across transactions in regulated markets and in MTFs.

Approval Process for Offers in a Regulated Market

In relation to an offer in a regulated market, the offer document must be reviewed and approved by the Norwegian FSA before the offer can be launched. The Norwegian FSA reviews the offer document to ensure that it complies with the requirements set out in the Norwegian Securities Trading Act. The review focuses on the completeness and accuracy, rather than on the commercial merits of the offer.

The Norwegian FSA does not approve the offer price or other financial terms, except to verify compliance with the minimum price rule applicable to mandatory offers (ie, that the price is at least equal to the highest price paid by the bidder during the preceding six months).

Processing Time for Reviews

The processing time for reviews depends on several factors, including the type of takeover bid, the completeness of the first draft, and the offeror’s responses to the Norwegian FSA’s comments during the process. Nonetheless, the review process normally takes between two to three weeks.

Timeline for Offers

The Norwegian FSA does not fully dictate every element of the timeline. The bidder proposes the offer period (within the limitations imposed by law) and other key dates (when the offer will open, when it will close, etc).

For a mandatory offer, the offer period must be at least four weeks and no more than six weeks. For a voluntary offer, the offer period must be at least two weeks and no more than ten weeks, with three or four weeks frequently used for initial voluntary offer periods. If more than 10% (and less than 40%) of the shareholders are residents in the US, the initial offer period must be minimum 4 weeks (the so-called Tier II exemption).

There are no particular rules regarding the timeline of an offering having been launched if a competing offer is announced.

MTFs

For an offer in an MTF, there is no approval requirement for the offer document. The Norwegian FSA is unlikely to review and comment on the offer document.

Bidders often announce an offer before all regulatory approvals are obtained. However, in larger or more complex deals, it is increasingly common to seek key regulatory or competition clearances prior to launching the formal offer, so as to reduce the execution risk.

Mandatory Offers

A mandatory offer (in a regulated market) may be extended, provided that the new bid has been approved by the Norwegian FSA prior to being launched. For any such new bid, the acceptance period must be extended to ensure that at least two weeks remain before the offer expires.

Settlement under a mandatory offer must in principle take place 14 days after expiry of the offer period at the latest. If competition clearance is required for completion, settlement may be postponed until approval has been given but must take place within seven days thereafter.

Voluntary Offers

A voluntary offer in a regulated market may be extended one or several times, provided that the extension is announced before the expiry of the original period and the total offer period does not exceed ten weeks.

In a voluntary offer, settlement may ‒ both in a regulated market and in an MTF ‒ be extended in anticipation of necessary regulatory approvals. In a regulated market, settlement must take place within a reasonable timeframe, once the required regulatory approvals have been obtained.

In Norway, privately held companies in the energy and infrastructure sector are typically acquired through structured sales processes arranged by financial advisers. This is partly because the target companies normally have substantial value, at least in a Norwegian context – meaning the seller is willing to incur substantial transaction costs to seek to maximise the buyer universe and price.

Key considerations in such transactions include conducting thorough due diligence to identify potential risks and liabilities. Negotiations typically focus on key terms such as price adjustments, carve-out and integration issues, representations and warranties – reflecting the complexity and value of the transaction. In addition, regulatory approvals and tax structuring issues are often critical factors, particularly in the energy and infrastructure sector.

To set up and start operating a new company related to energy production and grid operations, a license is required under the Norwegian Energy Act (NEA). The Norwegian Energy Regulatory Authority (Reguleringsmyndigheten for Energi, or RME) and the NVE are the licensing authorities in such instances, depending on the type of licence.

It is important to distinguish between company licences (such as trading licences for production and grid operations) and project-specific licences. A company must typically obtain a trading licence for production and grid operations, for which the standard processing time may vary depending on the case. In addition, a separate project licence may be required before implementation of any specific energy or infrastructure initiative.

As of 1 July 2023, the host municipality must approve the re-zoning of the area for wind power and adopt an area zoning plan for the project. The requirements imply that wind farm projects are processed in parallel under both the NEA and the Planning and Building Act, with the NVE and the host municipality as responsible authorities, respectively. Both the Ministry of Local Government and Regional Development and the Ministry of Energy, as well as the NVE, have guidelines to ensure co-ordination of the planning and licensing processes is arranged where appropriate.

Offshore wind follows a different process, whereby the Ministry of Energy manages area designation, tenders, and support scheme design, such as for the allocated areas Sørlige Nordsjø II and Utsira Nord. Meanwhile, the NVE is responsible for the environmental impact assessments and grid connection.

Project timelines can vary significantly, from months for straightforward district heating projects to several years for large-scale production and grid initiatives that involve stakeholder conflicts. For offshore wind companies and other large-scale grid-companies, early engagement with the RME/the NVE and relevant municipalities and stakeholders is recommended to ensure project bankability. Securing agreements with landowners and, where applicable, with the affected Sámi interests can also positively influence the governmental decision-making process.

The Norwegian FSA is the takeover supervisory authority in Norway for takeovers related to companies listed on a regulated market in Norway.

Given that takeovers on Euronext Growth Oslo are unregulated, there is no general supervisory authority for takeovers on such market. However, if a transaction connected to a company listed on Oslo Børs, Euronext Expand or Euronext Growth Oslo triggers a restriction under the EU Market Abuse Regulation (MAR) – for example, the insider trading restrictions or the obligation applicable to primary insiders to disclose transactions in listed securities ‒ then the Norwegian FSA is the relevant regulator.

In Norway, there are clear rules regarding the ownership and investment in the power sector, with distinctions drawn between different forms of power production and grid infrastructure, as follows.

• For hydropower, public ownership is required for larger watercourses – that is, for facilities utilising more than 4,000 natural horsepower (approximately 2.9 MW). Such water rights can only be acquired with a licence pursuant to the Norwegian Waterfall Rights Act. Under this regime, at least two-thirds of the capital and voting rights must be held by the state, county or municipality, whereas private and foreign investors may hold the remaining one-third.
• Small-scale hydropower projects below the 4,000 natural horsepower threshold are not subject to these specific public-ownership requirements but must still obtain licences under the NEA and associated regulations.
• For wind, solar, and other renewable generation, there are no ownership or nationality restrictions. Both Norwegian and foreign investors may own such facilities, subject only to the ordinary licensing requirements under the NEA and related regulations.
• Regarding the power grid, Statnett SF is Norway’s sole certified transmission system operator (TSO). Statnett SF is a state enterprise wholly owned by the Norwegian State, which in practice means that the national transmission grid cannot be privately or foreign owned.

On the other hand, regional and distribution networks (DSOs) may be owned by municipal, public or private (including foreign) entities, provided that the owner holds the necessary grid licences. These undertakings must comply with requirements for corporate and functional separation and neutrality, which were strengthened in 2021; however, there are no nationality restrictions for such ownership.

The investment control regime has been strengthened in recent years and supplementary regulations are under development. Consequently, an assessment should always be made prior to signing or closing a transaction to determine whether the target company falls within the scope of the National Security Act.

In Norway, energy and infrastructure acquisitions can be subject to a national security review.

If an investor acquires a significant influence or a substantial shareholding (typically, at least one-third) in a company conducting business that is critical to national security (eg, power, gas, telecommunications and transport), this may trigger a requirement to notify Norwegian authorities of the transaction under the NSA. Norwegian authorities have the power to block or attach conditions to those transactions that raise security concerns.

Although there is no outright ban on investors from specific countries, deals involving non-EU/EEA investors or investors from jurisdictions viewed as presenting higher security risks are likely to receive greater scrutiny. Sectors deemed particularly sensitive, such as offshore energy or critical infrastructure, are subject to even closer examination – regardless of the investor’s origin.

In Norway, there are also robust export control regulations, covering military and dual-use goods as well as sensitive technologies. These rules are compatible with Norway’s international obligations and may impact cross-border transactions involving certain products or know-how.

In Norway, mergers, acquisitions, and similar business combinations are subject to the antitrust (competition) rules set out in the Norwegian Competition Act.

Filing with the NCA is mandatory for deals meeting certain turnover thresholds. A transaction must be notified to the NCA if:

• the combined annual turnover in Norway of the parties involved exceeds NOK1 billion; and
• at least two of the parties each have an annual turnover in Norway exceeding NOK100 million.

If these thresholds are not met but the transaction may nevertheless affect competition, the NCA can still require a filing. The turnover relates to revenue generated within Norway, and group-level turnover is included for companies that are part of larger corporate groups.

The notification must be submitted and the transaction cleared by the NCA before the deal is completed. Failure to notify a reportable transaction or closing prior to clearance can lead to significant penalties, including fines or the possible unwinding of the deal.

An acquirer entering the Norwegian market should be aware of the rules regarding transfer of ownership of an undertaking, as set out in Chapter 16 of the Working Environment Act (WEA). The rules apply in the event of a transfer of an undertaking to another employer (eg, an asset transfer or a merger). Accordingly, these rules do not apply where only the shares are transferred. The rules establish rights for the employees who are transferred, as well as corresponding obligations for both the transferring party (previous employer) and the acquiring party (new employer). The most important rules to be aware of are that:

• the employment relationships are transferred unchanged to the new employer;
• the employees have the right to object to the transfer of the employment relationship, provided that this is communicated in writing to the previous employer within the specified time limit (which cannot be shorter than 14 days after the information with regard to the transfer has been given to the representatives of the employees); and
• the previous employer and the new employer are required to provide information to the employees.

The new employer cannot use the transfer of the undertaking as a basis for the dismissal or summary dismissal of employees.

Regarding the role of the representatives of the employees, both the previous employer and the new employer have a statutory duty to inform and consult the representatives with regard to the transfer. The above-mentioned information must be given to the employees’ representatives. The purpose is to clarify the effects of a potential transfer and provide the employees (through their representatives) with a genuine opportunity to influence the decision.

The representatives’ statements are not binding. However, employers should (and, in principle, are required to) take this input into consideration in their assessment and should seek to reach an agreement with the representatives of the employees regarding the implementation of the transfer, so that the transfer is carried out in a manner that safeguards the interests of the employees.

In Norway, there are no specific currency control regulations or requirements for central bank approval for M&A transactions.

The Fosen Case

The Fosen case was a 2021 Norwegian Supreme Court decision on the “Storheia” and “Roan” wind farms’ licences in traditional Sámi reindeer-grazing territories.

Sámi reindeer-herders claimed that these licences violated their cultural rights under Article 27 of the International Covenant on Civil and Political Rights (ICCPR) – a right protected under Norwegian law. The Norwegian Supreme Court agreed, ruling that the wind farms were in breach of Article 27 of the ICCPR, thereby affirming that Sámi are a minority protected under this article and that reindeer husbandry is a key cultural practice.

The Norwegian Supreme Court found that Sámi participation and proposed mitigation were inadequate and that negative impacts on reindeer herding were significant. It held that Article 27 of the ICCPR does not permit weighing other societal interests against minority rights, except where other fundamental rights are at issue – which was not the case, as alternative wind farm locations existed.

The Fosen case has set a crucial precedent for indigenous rights in Norway, emphasising that developers must now rigorously address reindeer-herding concerns and involve Sámi communities from the start of planning. The Fosen case impacts not only wind power but other energy projects, potentially causing delays due to greater focus on Sámi and indigenous rights.

The Øyfjellet Case

The Øyfjellet case involves a wind power plant (72 turbines, 400 MW) in Vefsn, approved in 2014 and operational from 2022. The Jillen-Njaarke reindeer-herding district argued that the project blocks traditional herding and migration and thus violates Article 27 of the ICCPR.

On 20 December 2024, Helgeland District Court sided with Øyfjellet Wind AS and the Norwegian government in holding that the licence was valid and that mitigation measures (eg, migration routes and timing restrictions) allowed continuation of herding, making the impact less severe than in the Fosen case.

The reindeer-herders have appealed the ruling from Helgeland District Court, with a verdict still pending as of October 2025. Unlike the Fosen case, the Øyfjellet case does not fully block pasture areas but was considered by the Helgeland District Court to be a manageable intervention. The appeal’s result may set a precedent for future wind power development and its compatibility with indigenous rights in Norway.

Stricter Rules for Grid Access and Project Maturity

In recent years, Norwegian grid companies have faced new and stricter regulations for handling grid connection applications, particularly through regulatory amendments. Norwegian authorities have introduced clear requirements for project maturity – only applications that document concrete progress (such as land access, licensing status, and financing) are granted a place and priority in the grid queue. Lack of such progress may result in losing the place and priority in the grid queue.

The requirements for project maturity and progress applies to producers and to large consumers equally. Only mature projects are admitted to the grid queue.

Broader Regulatory Tightening Across Power Sector

Norwegian grid companies are also facing stricter requirements related to network development plans, delivery quality, and preparedness, as well as new tariff structures with increased use of capacity charges. These changes aim to streamline the construction and operation of the grid and prioritise mature and realistic projects.

For power producers, licensing rules and network connection processes have both become significantly stricter. Notably, there is now a requirement for municipal land zoning clarification before submitting licence applications for onshore wind power production, and the consideration of indigenous and reindeer-husbandry interests have gained greater importance following key court decisions (see 6.1 Significant Court Decisions or Legal Developments).

In addition, there are stricter rules for changes of ownership and control pursuant to the NSA. New frameworks for licensing and tenders for offshore wind have also been established.

Expanding Scope of Licensing and Control

Licensing requirements are being expanded to cover additional forms of generation such as larger solar and certain small hydropower projects. Consequently, the regulatory system now directs capacity and growth towards the most feasible projects, with greater emphasis on security and broader societal interests.

Reforming NEA

However, as Norway shifts away from fossil fuels, there is an increased need to expand renewable energy production to meet the growing electricity demand. To address this, the NEA is being amended, with a particular focus on improving the licensing process for new renewable energy projects and increasing grid capacity. These changes aim to make the approval process for renewable energy production and network infrastructure more efficient, transparent, accessible and predictable.

Regional Focus on North Norway

The Norwegian government is currently increasing its focus on launching new energy projects in Finnmark, Norway’s northernmost region. It has a strategic plan to license both new wind power projects and transmission lines in this area.

In Norway, there is no general obligation applicable to a listed target company to give the offerer access to due diligence. However, given that most takeover processes in Norway are completed as friendly takeovers, the target company usually allows the offerer to execute due diligence at a certain level. Should the board of directors refuse to give an offerer access to due diligence, this may give rise to directors’ liability vis-à-vis any shareholders substantiating a financial loss due to the board of directors’ refusal.

In principle, the target company may provide all sorts of due diligence information to offerers, including financial statements, business plans, legal documents, and operational data. However, it is important that the board of directors balances the need to provide an offerer with sufficient information against the target company’s need to protect sensitive company information, especially if the offerer is a competitor.

There is no general obligation for the target company to provide similar information, or information of a similar scope, in a due diligence to all offerers. However, Norwegian market practice is that all serious offerers are provided with the same information, at least to the extent they reach the same level of due diligence review.

If an offerer obtains possession of inside information during the transaction process, such inside information must be cleansed in the market prior to making the offer public.

In Norway, the rules under the NEA and the Emergency Preparedness Regulations regarding the protection of power-sensitive information may represent challenges for private investors (both Norwegian and foreign) seeking to invest in the Norwegian power sector.

Given that key technical, operational or security-related information about the power grid or production facilities are protected in some instances, investors may have limited access to information that is crucial for assessing the target company’s risks and potential prior to an investment. This may cause due diligence processes to be less predictable and increase the uncertainty associated with investment evaluations.

Any access to such information may require authorisation or, for classified entities, a formal security clearance under the NSA (including nationality or ownership restrictions). This may exclude some foreign investors or make the due diligence process more time-consuming and costly for those who actually obtain access.

In the event that information about a potential offer constitutes inside information under the MAR, which in principle triggers an obligation to make the information public without delay, the target company is entitled to delay disclosure as long as the target company and the offerer are negotiating the terms of a possible offer but have not yet reached a binding agreement in this respect. However, when the parties reach a binding agreement regarding the offer (such as the price to be offered per share and an obligation by the target company’s board of directors to recommend the offer to the shareholders), the target company may no longer delay disclosure and is required make the offer public.

In relation to mandatory offers, there is a specific obligation on the offeror to notify the Norwegian FSA and the target company without delay when an agreement concerning an acquisition triggering a mandatory bid obligation has been entered into.

Any requirement to issue a prospectus in a stock-for-stock takeover offer or business combination depends on the EU Prospectus Regulation and the accompanying provisions on national prospectuses pursuant to the Norwegian Securities Trading Act.

Generally, a prospectus is required if a stock-for-stock offer is directed towards more than 149 natural or legal persons (other than qualified investors) in Norway and the total value of the offer is EUR1 million or more. If the total value of the offer is between EUR1 million and EUR8 million, a Norwegian national prospectus is required. This is a relatively simplified prospectus, which is not subject to control by the Norwegian FSA. If the total value of the stock-for-stock offer is above EUR8 million, the issuer must prepare an EEA prospectus to be approved by the Norwegian FSA.

There is no requirement for the buyer’s shares to be listed on a specified exchange in the home market or any other identified market. However, if the shares are to be offered to the public or admitted to trading on Oslo Børs, Euronext Expand Oslo or Euronext Growth Oslo, the admission requirements for such relevant market must be complied with.

To the extent the offer is in cash, there is no legal requirement for an offerer to produce financial statements in its disclosure documents. However, if the offer is stock-for-stock and the offerer is required to prepare a prospectus under the EU Prospectus Regulation, the offerer is also required to produce financial statements in accordance with the prospectus rules.

For EEA prospectuses, the issuer must in principle make public audited financial information covering the previous three financial years and the audit report in respect of each year. For national prospectuses, the issuer’s audited financial statements for the previous two years and possible interim accounts made public after the date of the last balance sheet date must be attached to the prospectus.

For unlisted companies and companies listed on Euronext Growth Oslo, financial statement prepared in accordance with the Norwegian Generally Accepted Accounting Principles will be sufficient. For companies listed on regulated markets, Oslo Børs and Euronext Expand Oslo, financial statements must be prepared in accordance with the International Financial Reporting Standards.

If the target company in a regulated market has committed to no-shop or non-solicitation undertakings towards the offerer, any such undertakings must be described in the offer document. The Norwegian FSA may in this regard request access to the documentation describing such obligations in connection with its review of the offer document (normally, the transaction agreement). However, there is no requirement to make the transaction agreement public as such.

Under Norwegian law, members of the board of directors owe their duties primarily to the company. In practice, this usually aligns with the interests of the shareholders as a whole. This obligation applies also to a business combination.

Although the formal, legal duty is to the company (and, indirectly, to the shareholders collectively), Norwegian law and practice also recognise that directors may – and, in certain situations, should – consider the interests of other stakeholders (such as employees, creditors, and the community), especially if the company is in financial difficulty or insolvency. However, this broader stakeholder consideration is generally secondary to the primary duty to the company itself.

In public transactions taking place in a company listed on a regulated market, if a bid has been made by someone who is a member of the board of directors of the target company or the bid has been made in concert with the board of directors of the company, the Norwegian FSA will require that the board of directors’ statement regarding the bid is made by the non-conflicted members of the board of directors only.

More generally, it is common for the board of directors to establish committees for certain tasks such as remuneration and audit. In a Norwegian public limited liability company considered to be an enterprise of public interest under the Norwegian Auditors Act, an audit committee must be elected by and among the members of the board of directors. The committee has certain specific tasks under the Norwegian Public Limited Liability Companies Act.

There have also been examples whereby a listed company in a takeover situation has established a committee among the board members (often including the chair of the board of directors) to negotiate terms of the offer with the offeror, but the result of such negotiations must be presented to the whole board of directors.

In Norway, the board of directors of a listed company would be expected to be actively involved in the whole transaction process, including:

• the negotiations with the bidder;
• deciding on whether to open for due diligence to a specific offerer;
• giving advice to the management on the process; and
• other required or necessary assistance and decision-making.

The board of directors’ decision to recommend a transaction is seldom challenged by the shareholders.

In Norway, the board of directors would normally engage both a legal adviser specialised in public transactions and a financial adviser with corresponding competence and experience in connection with a takeover or a business combination.

The board of directors also quite often engages an independent financial adviser to provide a fairness opinion, in addition to the adviser providing the transaction advice.