Norway

Merger control in Norway is governed by Chapter 4 (sections 16–21) of the Norwegian Competition Act, 5 March 2004, No 12 (“the Competition Act”) and the following regulations:

• Regulation on the Notification of Concentrations (Forskrift 11. desember 2013 nr. 1466 om melding av foretakssammenslutninger mv.);
• Regulation on the calculation and reduction of infringement fees (Forskrift 11. desember 2013 nr. 1465 om utmåling og lempning av overtredelsesgebyr);
• Regulation on trustees (Forskrift 15. september 2008 nr. 1021 om forvalter);
• Regulation on a partial exemption from the standstill obligation for certain acquisitions of securities (Forskrift 9. mars 2009 nr. 292 om delvis unntak fra gjennomføringsforbudet i konkurranseloven § 19 første ledd for visse typer erverv av verdipapirer);
• Regulation on the handling of cases before the Competition Appeal Tribunal (Forskrift 14. desember 2018 nr. 2031 om behandling av saker for Konkurranseklagenemnda).

Further, the Norwegian Public Administration Act (Lov 10. februar 1967 om behandlingsmåten i forvaltningssaker, PAA), provides general rules on, inter alia, administrative procedure, disqualification (conflicts of interest), confidentiality and appeals. Official English translations are not available.

Norway has a hybrid regime with a suspensory element. Notification is mandatory for concentrations meeting certain statutory turnover thresholds (see Section 3.1, below) or when imposed by the Norwegian Competition Authority (NCA, Konkurransetilsynet), voluntary notification is possible below the thresholds (section 18(6)).

• Mandatory. Parties must notify concentrations meeting the turnover thresholds in section 18(2) of the Competition Act. The NCA may order notification below the thresholds if there are reasonable grounds to believe competition is affected, including for minority acquisitions not conferring control (section 18(5)). Concentrations subject to EEA merger rules are exempt (section 18(8)).
• Suspensory. A standstill obligation applies. Notifiable concentrations must not be implemented until the NCA has concluded its review (section 19(1)). The standstill also applies to voluntary notifications. There is no statutory filing deadline, but the transaction cannot be completed before clearance.
• Derogation from the standstill obligation. The NCA may grant a derogation upon application (section 19(2)). A partial exemption exists for public takeover bids and certain securities transactions on a regulated market, provided the concentration is notified without delay and voting rights are not exercised.

The NCA is an independent administrative body responsible for investigating and deciding merger cases (sections 9 and 16). Neither the King in Council nor the Ministry may instruct the Authority in individual cases or reverse its decisions (section 8).

Decisions may be appealed to the Competition Appeals Tribunal (Konkurranseklagenemnda), equally independent. Appeals must be lodged within 15 working days, and the Tribunal must decide within 60 working days (section 20a). Tribunal decisions are subject to judicial review by Gulating Court of Appeal, with proceedings to be instituted within three months. The court exercises full review over law and fact. Further appeal to the Supreme Court is available subject to leave to appeal.

The merger control regime applies economy-wide. Certain sectors are subject to additional requirements. Concentrations involving financial institutions require approval from the Ministry of Finance or the Financial Supervisory Authority of Norway under the Financial Institutions Act. Energy sector transactions are subject to concessionary requirements under the Energy Act. Acquisitions in the aquaculture, petroleum and telecommunications sectors may also require permits from the relevant sectoral regulators. Norway also has a foreign direct investment (FDI) regime under the Security Act.

Norway is a member of the European Economic Area (EEA) and subject to the EEA merger control framework. Concentrations meeting the turnover thresholds in Article 57 of the EEA Agreement fall within the exclusive jurisdiction of either the European Commission or the EFTA Surveillance Authority. Concentrations below these thresholds are subject to the national regime. Furthermore, referral mechanisms under Protocol 24 to the EEA Agreement allow reallocation of jurisdiction between supranational and national authorities.

The NCA cooperates with foreign and domestic authorities.

• EEA. Under Protocol 24 to the EEA Agreement, the NCA cooperates with the European Commission and the EFTA Surveillance Authority on cases with EEA effects.
• Nordic cooperation. Under the 2017 Nordic Cooperation Agreement, the NCA exchanges confidential information with, and may conduct inspections on behalf of, the Danish, Swedish, Finnish and Icelandic authorities.
• Domestic sector regulators. The NCA has bilateral cooperation agreements with the Norwegian Communications Authority (Nkom), the Financial Supervisory Authority of Norway (Finanstilsynet) and the Norwegian Water Resources and Energy Directorate (NVE).

On 1 December 2025, a government-appointed committee submitted a Norwegian Official Report (NOU 2025:11) proposing amendments to the Competition Act. The proposals focus on procedural reforms to improve enforcement efficiency, shorten case processing times and strengthen legal safeguards. Key proposed changes for merger control include:

• Expanded notification content requirements to facilitate case handling and increase likelihood of earlier clearances. It is proposed that the notification must include:
  • the strategic and economic rationale behind the transaction;
  • timeline for closing;
  • the legal structure and business activities of the undertakings;
  • ownership interests outside the group affected by the merger; and
  • reasons why the five listed competitors are regarded as competitors, with market share indications.
• Amendments to the time limit for call-in powers. The report proposes that the NCA must exercise its call-in power within three months of signing, but not earlier than 30 days after public disclosure.
• Introduction of a stop-the-clock on merger review deadlines from 1 July to 1 August.

The public consultation closed on 27 March 2026, and further legislative follow-up is expected in 2026.

The test for merger control under the Competition Act is identical to that under the EU Merger Regulation (EUMR). “Control” is defined in section 17(3) as the possibility of exercising decisive influence on the strategic decisions of a separate undertaking. Decisive influence can exist on the basis of rights, contracts or other means, separately or in combination, having regard to fact and law.

Consistent with the approach under the EUMR, control can be either de jure or de facto.

• De jure control can be reached by holding a majority of voting rights or through shareholders’ agreements, giving rights to control the undertaking or block strategic decisions via veto rights, beyond standard minority protections.
• De facto control can be reached by acquiring a share of voting rights normally giving a majority at shareholders’ meetings while below 50%, or through other dependencies or means giving decisive influence over an undertaking.
• In addition, acquisitions of minority shareholdings not resulting in a change of control may be called in for review within three months of the final agreement if there is reasonable ground to believe competition may be affected.

Under section 17 of the Competition Act, an acquisition of control must be on a “lasting” (“varig”) basis to constitute a concentration. Purely temporary changes of control, such as acquisitions by financial institutions solely for resale within a short timeframe, do not qualify.

Under section 17 of the Competition Act, the following structures are caught:

• mergers between previously independent undertakings or parts of undertakings;
• acquisitions of (direct or indirect) sole control over another undertaking or parts of it;
• acquisition of (direct or indirect) joint control over another undertaking or parts of it;
• creation of a full-function joint venture.

Acquisitions of assets qualify as a concentration only where the assets constitute an undertaking or part of an undertaking to which turnover can be attributed. Minority acquisitions falling short of control may also be caught under section 16a. There is no specific practice or guideline on acqui-hires for describing when options, warrants or convertible instruments trigger merger control. Such instruments are generally not considered to reflect a change of control, but a case-by-case analysis may lead to other conclusions.

The formation of a joint venture constitutes a concentration under section 17(2) when it performs, on a lasting basis, all functions of an autonomous economic entity. In line with EU practice, this requires sufficient resources to operate independently, including dealings with third parties, and autonomy from parent companies in day-to-day activities. Joint ventures not meeting these criteria are subject only to section 10 (anti-competitive agreements). Where a full-function joint venture qualifying as a concentration has the object or effect of coordinating the parent companies’ behaviour, such coordination is assessed under section 10 within the merger proceedings (section 16(5)).

Successive transactions between the same parties

Where two or more transactions involving acquisition of parts of one or more undertakings between the same undertakings are completed within two years, they are treated as a single concentration taking effect on the date of the last transaction (section 18(4)). This applies for calculating turnover thresholds and determining jurisdiction. 

Interrelated transactions between different parties

There is no specific statutory provision. However, applying EUMR principles, interdependent transactions between different parties may be treated as a single concentration where legally or economically conditional upon one another.

Notification is mandatory under section 18 of the Competition Act where:

• the undertakings concerned have combined turnover in Norway exceeding NOK 1 billion (approx. EUR 85.3 million) in the last fiscal year; and
• at least two of the undertakings concerned each have annual turnover in Norway exceeding NOK 100 million (approx. EUR 8.5 million) in the last fiscal year.

There are no sector-specific thresholds. The thresholds are not subject to annual review. The Authority may call in transactions below these thresholds within three months of signing if there is reasonable ground to believe competition may be affected.

Turnover is calculated pursuant to section 5 of the Merger Notification Regulation:

• Relevant parties. The “undertakings concerned”. In a merger, this refers to the merging parties, and in an acquisition of control, to the acquirer(s) and the target. Where only part of an undertaking is acquired, only that part’s turnover counts on the seller’s side.
• Group turnover. Includes the undertaking itself and all entities over which it exercises control through majority ownership, voting rights, board appointment rights or right to manage affairs.
• Joint ventures. The joint venture’s turnover is allocated equally between joint-controlling parents. Turnover between the joint venture and the parents is excluded.
• Timeframe. As a main rule, the last financial year. The NCA normally applies the same principles in the Commission’s Jurisdictional Notice.
• Geographic allocation. Turnover is as a main rule allocated according to customer location. The NCA normally applies the same principles as the Commission’s Jurisdictional Notice.
• Sector-specific rules. None under the Norwegian notification regulation.

Norway does not apply asset-based thresholds. Jurisdiction is determined solely by turnover (see Sections 3.1 and 3.2, above).

There are no specific statutory rules on currency conversion. Parties typically use average exchange rates for the relevant financial year, published by the Norwegian or European Central Bank.

Norway does not apply market share-based thresholds. Jurisdiction is determined solely by turnover (see Sections 3.1 and 3.2, above).

Local nexus is established through the Norwegian turnover thresholds. At least two undertakings must each have turnover exceeding NOK 100 million in Norway (approximately EUR 8.5 million), meaning a single party’s turnover alone will not trigger mandatory notification. Foreign-to-foreign transactions are covered if the thresholds are met.

There are no de minimis exemptions. Concentrations falling under the EEA merger control rules are exempt (section 18(8)). Intra-group restructurings not involving a change of control do not constitute a concentration under section 17, nor do purely temporary holdings, as control must be “lasting” (section 17(1)(b)). While the Competition Act does not contain an express carve-out for temporary financial holdings equivalent to Article 3(5)(a) EUMR, the “lasting” requirement serves the same filtering function.

Where a concentration meets mandatory thresholds but has not been notified, the notification obligation remains and the standstill under section 19 continues. The Authority may require the parties to submit a notification. There is no statutory time limit on this power.

Under section 18(3) of the Competition Act, the Authority may require notification of below-threshold concentrations within three months of signing or acquisition of control if there are reasonable grounds to believe competition may be affected. For minority acquisitions under section 16a, notification may be ordered under section 18(5) within three months of the final agreement. The deadlines run from the triggering event regardless of whether the Authority knows of the transaction. Parties may also submit a voluntary notification under section 18(6) to obtain clarity on intervention risk.

The Authority actively monitors transactions below the thresholds and uses these powers on a selective basis. Recent examples include Bonnier Books/Strawberry Publishing (V2021-10), which concerned a publishing group’s acquisition of shares in a fast-growing competitor while already holding a stake in the market leader. A more recent case is Infomedia/Retriever (V2024-6), involving a merger between the two largest media monitoring providers in Norway, which was approved subject to the divestiture of one party’s Norwegian subsidiary. These cases illustrate that the Authority is particularly likely to use its call-in powers in concentrated markets where a transaction, even if below thresholds, may eliminate an important competitive constraint or strengthen an already dominant position.

For below-threshold concentrations, orders under section 18(3) of the Competition Act must be issued within three months of signing or acquisition of control, whichever is first. For minority acquisitions under section 18(5), the three-month period runs from the final agreement.

For notified transactions, the following deadlines apply:

• Phase I. Within 25 working days from notification, the Authority must notify the parties in writing if it considers intervention. The notice must demonstrate reasonable grounds to believe the concentration will significantly impede effective competition. If no notice is issued, clearance is deemed granted. If remedies are offered within 20 working days, the deadline extends to 35 working days, and the Authority may approve the concentration on the proposed conditions within that period.
• Phase II. If a Phase I notice is issued, the Authority must within 70 working days from notification either confirm proposed remedies or issue a reasoned draft prohibition decision (extendable to 85 working days if new remedies are offered after day 55). The parties have 15 working days to reply, after which the Authority must decide within 15 working days. The final-decision deadline may be extended by 15 working days if remedies are offered after the draft decision, and by a further 15 working days at the parties’ request. Maximum review period is 145 working days.

All deadlines are suspended if parties fail to comply with requests for information.

For mandatory transactions not yet notified, there is no longstop date, and the notification and standstill obligations remain until notification is filed and the case closed.

Under section 18(6) of the Competition Act, parties may voluntarily notify transactions not meeting the mandatory thresholds, as well as minority acquisitions under section 16a, to clarify whether intervention is likely. Voluntary notification may be appropriate where there is a call-in risk, the transaction raises potential competition concerns, or the parties want legal certainty before closing.

Notification is mandatory where the turnover thresholds in section 18(2) are met (see Section 3.1, above). There is no mechanism to waive the obligation. The NCA may, however, upon application waive the content requirements to the notification.

A standstill obligation applies under section 19(1). Notifiable concentrations must not be implemented until the NCA has concluded its review within the statutory deadlines. The prohibition covers any transfer of shares, exercise of voting rights or influence over the target’s commercial decisions. Pure preparatory actions not contributing to a transfer of control are permitted. If a merger is completed in breach of the standstill, the NCA may, pursuant to section 16(3), order divestment or other measures to restore the pre-merger competitive situation, and/or impose fines.

See Section 1.2, above. The NCA may grant a derogation upon application under section 19(2), typically in exceptional circumstances where the parties demonstrate significant harm from delay. A partial exemption exists for public bids and securities transactions on a regulated market, provided the concentration is notified without delay and voting rights are not exercised.

The acquiring party is responsible. In mergers and joint ventures, the parties acquiring control file jointly. Sellers not retaining control have no notification obligation.

There are no filing fees in Norway.

Notification may be submitted once the transaction has progressed sufficiently to satisfy the information requirements. It can be made before signing, provided the transaction is likely to proceed. The NCA will usually accept a signed term sheet or memorandum of understanding as sufficient evidence.

There is no statutory filing deadline. The standstill obligation under section 19(1) prevents completion until clearance, creating a de facto incentive to file promptly.

There is no prescribed form. Information requirements are set out in section 18a of the Competition Act and the Merger Notification Regulation. A standard notification must include a description of the concentration and parties, relevant markets, market shares, competition conditions and contact details for customers, suppliers and competitors. The merger agreement and latest annual reports must be enclosed.

Standard notifications must be in Norwegian. Simplified notifications may also be in Norwegian, Swedish, Danish or English. Foreign-language documents should have convenience translations; English documents may, following consultation with the case team, be submitted without translation. No notarisation or apostille is required.

A simplified notification format with reduced information requirements applies where:

• there are no horizontal or vertical overlaps;
• horizontal overlaps with combined share below 20%;
• vertical overlaps with shares not exceeding 30%; or
• a joint venture with Norwegian turnover and assets each below NOK 100 million. The general procedural deadlines apply.

Pre-notification is not legally required but expected by the NCA in complex cases. Duration varies from about one week for simple cases to several months for complex ones.

See the reply to Section 3.10, above, for full statutory timelines. In summary: Phase I is 25 working days (extendable by 10 if remedies offered). Maximum Phase II duration is 145 working days. Deadlines are suspended if parties fail to respond to information requests. If the NCA does not act within the deadline, the standstill obligation is lifted.

All deadlines are in working days. Saturdays, Sundays and official Norwegian public holidays are excluded.

For a non-problematic deal, signing to clearance typically takes three to five weeks including pre-notification. Most cases are cleared within 12 to 15 working days from complete notification.

The Competition Act has no specific rules on public takeover bids. Norwegian takeover rules are in Chapter 6 of the Securities Trading Act. The partial exemption from the standstill (see Section 4.3, above) accommodates public bids by allowing acquisition of tendered shares, provided the concentration is notified without delay and voting rights are not exercised.

The NCA contacts third parties (customers, suppliers, competitors) during Phase I for a market test, except in simplified cases. In Phase II, the NCA gathers information from third parties through formal requests. Third parties may submit observations on their own initiative. A non-confidential summary of notifications is published on the NCA’s website, typically within five working days.

Under section 24, the NCA may require any person to provide information, documents and other evidence, including internal documents. Requests are typically formal with specific deadlines. Failure to comply may result in suspension of review deadlines and coercive fines.

The NCA is subject to a duty of confidentiality under the PAA. Parties may designate information as confidential. A non-confidential version of the notification is published on the NCA’s website. Parties have a right of access to the case file, excluding the NCA’s internal working documents.

Pursuant to section 16(1), the substantive test is the SIEC standard: the NCA shall prohibit a concentration that would significantly impede effective competition, particularly by creating or strengthening a dominant position. The test is interpreted in line with the EUMR. The assessment covers unilateral, coordinated and conglomerate effects. Non-competition public interest factors cannot be taken into account.

Efficiencies are relevant to the Significant Impediment to Effective Competition (SIEC) assessment. The NCA applies the same framework as the European Commission: efficiencies must be merger-specific, verifiable and likely to benefit consumers. In practice, efficiencies have rarely been decisive.

In Phase II, the NCA issues a reasoned preliminary prohibition decision setting out its concerns and evidence. The parties have 15 working days to respond. Parties may request access to the case file under the PAA, excluding the NCA’s internal working documents. There is no formal oral hearing.

Remedies may be proposed at any stage. In Phase I, remedies offered within 20 working days extend the deadline by 10 working days, and 15 working days in Phase II. Remedies after the preliminary prohibition decision extend the final-decision deadline by a further 15 working days. Early engagement is encouraged.

The NCA accepts both structural and behavioural remedies but has a strong preference for structural measures. Recent examples include:

• Schlumberger/ChampionX (2025) involved a divestiture combined with supply agreements.
• Infomedia/Retriever (2025) required divestiture of a subsidiary.
• Karo Healthcare/Aco Hud Nordic (2026) required brand divestiture.

For completed mergers, the NCA may order divestment.

Completion may occur once clearance is granted. Parties must comply with conditions within the specified timeframes. A trustee may be appointed to monitor compliance. Breach of conditions may result in fines.

Decisions are communicated directly to the notifying parties. Non-confidential versions of reasoned decisions are published on the NCA’s website.

Unless the NCA imposes remedies, the NCA does not formally issue a clearance decision. If the NCA does not intervene within the statutory deadlines, the standstill obligation expires.

The NCA assesses whether the transaction and any explicit related restrictions significantly impede effective competition, however, it does not expressly issue a decision. It is the parties’ responsibility to assess whether restrictions directly related to the transaction qualify as ancillary.

See the Sections 1.3 and 6.2, above. Notifications are considered cleared if the NCA does not intervene within statutory deadlines. Clearance decision involving remedies may be appealed to the Competition Appeals Tribunal. In practice, merger decisions are rarely appealed. Third parties do not have standing to appeal.

Under section 29, the NCA may impose administrative infringement fines on undertakings failing to notify. The legal maximum is 10% of aggregate group turnover. Fines are regularly imposed, typically NOK 100,000 to 750,000. The largest fine to date was NOK 25 million (2014). Under section 32, individuals face criminal sanctions (fine or up to three years’ imprisonment, or six years under severely aggravating circumstances) for grossly negligent or intentional failure, although this has never been applied. Penalties have been imposed on both domestic and foreign entities. Failure to notify does not render the transaction void, but the standstill obligation remains.

Gun-jumping is subject to the same sanctions as failure to notify (see Section 7.1, above). The NCA actively enforces the standstill obligation and regularly imposes fines. Prohibited actions include transfer of shares, exercise of voting rights and influence over commercial decisions. Pure preparatory actions not contributing to a transfer of control are permitted.

Under section 29, the NCA may impose administrative fines for providing incorrect or incomplete information on undertakings, and under section 32, individuals face criminal sanctions. The violation must be intentional or negligent. The maximum is 10% of aggregate group turnover. Criminal sanctions for individuals are available but have not been applied.