Norway: A Corporate/M&A Overview

Norwegian M&A remains active despite relatively high interest rates, geopolitical uncertainty and a more demanding regulatory environment. The market has not stood still; instead, the way transactions are sourced, assessed and executed has adapted to new economic and legal realities.

Volumes, Buyers and Sectors

Deal activity has been consistently strong. Reported transactions to Mergermarket in the Norwegian M&A market amounted to 1,352 in 2025, up approximately 6% from 2024.

In terms of 2024 deal count, technology (24%) and industrials (18%) accounted for a substantial share of Norwegian M&A. The same sector domination holds true for 2025: technology (23%) and industrials (21%). In 2026, there are indications of deal activity within the technology sector slowing down somewhat, potentially due to AI-driven uncertainties around the software sector.

Deal activity within the infrastructure space remains high, including – eg, within data centres, with inter alia the groundbreaking deal involving Aker and Nscale for their 500+ MW development in northern Norway as a recent example.

Energy and natural resources, real estate and technology have been particularly important when measured by deal value, reflecting Norway’s traditional strengths in energy and other capital‑intensive industries, combined with increased digitalisation across the economy.

One clear structural shift is the move towards more domestic deals. Historically, around two‑thirds of Norwegian M&A involved a cross‑border element. Since early 2023, that balance has changed. Looking back at 2025, domestic transactions accounted for roughly 43% of all deals, compared with a long‑term average of around 33% (according to EY-Parthenon, Transaction Trends – Norwegian M&A update (Q1 2025), based on Mergermarket data). This development mirrors a period of heightened regulatory complexity and geopolitical risk in cross‑border transactions, a weaker Norwegian krone and persistently elevated interest rates maintained by Norges Bank through 2024 and 2025 (between 4.0 and 4.5%). Foreign interest in Norwegian companies remains significant, but domestic counterparties now play a larger role than we have seen in a while.

Sector‑Specific Trends

Beneath the headline numbers, sector dynamics differ. The oil and gas sector has long been central to Norwegian deal‑making, and stabilised prices and European energy security concerns have helped revive interest in parts of the sector, particularly on the supply and services side. Technology transactions are often driven by recurring revenue models, data‑driven business models and digital infrastructure, with buyers focusing closely on cyber security and regulatory compliance. Industrial and business services sectors continue to see consolidation, reflecting fragmented markets with many mid‑sized companies. The defence and security sector has become more prominent, with PwC reporting that turnover in the Norwegian defence industry now approaches half the turnover of the aquaculture sector (PwC/Strategy& (2025), Unlocking value creation opportunities in the Norwegian defense industry). Transactions in this area sit at the intersection of commercial opportunity and heightened national security scrutiny.

Core Legal Framework, Civil Law System and Deal Practice

The relevant legal framework when conducting M&A in Norway is closely aligned with that of other comparable European countries, including EU law through Norway’s EEA membership. Norway is a civil law jurisdiction, where statutory law is the primary source of law and case law has interpretative and persuasive value rather than binding precedent effect.

For international investors, the day‑to‑day experience of M&A in Norway will largely feel familiar. Share purchase agreements are typically drafted in English, even where Norwegian law governs, and are similar to English law templates, although commonly shorter and simpler. Locked‑box arrangements and completion accounts (with the former being dominant), as well as earn‑outs, are widely used, whereas escrow arrangements are less common. SPAs usually include customary provisions on pre‑closing covenants, conditions to closing, warranties, specific indemnities and limitations of liability, and it is standard practice to waive statutory remedies under background law. Warranty and indemnity insurance is very common in mid‑size and larger transactions, and almost always used in sponsor‑backed deals.

The mechanics surrounding completion are relatively efficient by European standards. Transaction documents can generally be signed electronically, corporate and registration filings are made online, and there is no requirement for notaries public for standard share transfers.

At the same time, certain mandatory rules must be adhered to. Norwegian law contains statutory provisions on capital maintenance, distributions, related-party transactions, financial assistance and equal treatment of shareholders. These rules are particularly important when structuring upstream or cross‑stream security, intra‑group guarantees, de‑leveraging steps and post‑closing mergers. Early structural planning is therefore essential to ensure that the transaction steps are compatible with relevant legal constraints.

Merger control is an important part of the legal landscape. As set out in the Norwegian Competition Act, merger filing is mandatory if (i) the undertakings concerned have a combined turnover in Norway exceeding NOK1 billion, and (ii) if at least two of the undertakings concerned have a turnover in Norway which is above NOK100 million. If triggered, the transaction cannot be completed before clearance has been obtained. The Norwegian Competition Authority also has the power to call in transactions below the thresholds for review within three months of signing. Where deals fall under the EU Merger Regulation or require notification to the EFTA Surveillance Authority, a separate Norwegian filing is ordinarily not required. In practice, merger control considerations increasingly influence timetables and risk allocation.

Foreign investment and national security concerns play a growing role, especially through the Norwegian Security Act. The Act includes an investment screening regime, which applies to entities made subject to the Security Act by a formal decision by a Ministry or the Norwegian National Security Authority. If one-third of the shares or votes in a designated company is acquired (or the acquirer otherwise obtains significant influence over management), the acquirer must notify the relevant Ministry or the National Security Authority, regardless of whether the acquirer is Norwegian or foreign. As there is no public register of designated entities, this point must be clarified during due diligence. The Security Act also contains a general safety valve empowering the government to block any activity presenting a not insignificant risk to national security, even where the target has not been formally designated. Proposed amendments – adopted but not yet fully in force – would inter alia lower the initial notification threshold to 10% and the investment screening will also apply to suppliers in classified procurements holding a facility clearance. The notification obligations will also extend to the seller and the target, and restrict pre-closing information sharing where it could be used for security-threatening activities. A separate Investment Control Act is also under development.

The EU Foreign Subsidies Regulation adds another layer for larger transactions, requiring notification to the European Commission where certain turnover and foreign financial contribution thresholds are met. Further, sanctions due diligence has become more extensive for businesses with exposure to higher-risk jurisdictions and the Norwegian Transparency Act requires larger enterprises to assess human rights and working conditions risks in their value chains. EU sustainability reporting and due diligence directives are being implemented in Norway, with simplifications proposed under the Commission’s 2025 Omnibus package.