In Sweden no license or permission is now required for the acquisition of a Swedish corporation, nor are there currently any exchange control regulations. However, as noted below, there are of course both EU and Swedish merger control laws and regulations that may be applicable.
The Swedish Act on Competition (SFS 1993:20 below referred to as "AC") prescribes an obligation to report the acquisition of an enterprise of a certain size. Thus an acquisition, where the purchaser and the acquired enterprise together have an annual turnover which exceeds four billion SEK, shall be reported to the Competition Authority (KKV). When calculating the purchaser's turnover, the worldwide turnover of the group to which the purchaser belongs, if such is the case, shall be included. An acquisition which is covered by EC's rules on censentration shall not be reported to KKV because it does not have competence to review such an acquisition. There is no obligation to report to KKV with regard to an acquisition which is covered by EC's rules on concentration.
It is not only complete acquisitions that are covered by the AC's rules. From 4 & 2 AC, it is clear that partial acquisitions which provide a possibility for exercising a determining influence on the enterprise shall also be regarded as an acquisition. An acquirer who obtains more than half of the shares in a corporation or who has the possibility of appointing more than half the members of the board of directors is normally considered to achieve a determining influence. Also a minority holding plus other influence, such as contractual obligations can in some circumstances imply a determining influence.
The report to the KKV shall be made in writing and by any of the parties to the acquisition agreement. The K2 form, report on an enterprise acquisition, shall be used. The AC does not establish any time when the report shall be made, but it is normally in the parties' interest to have the acquisition reviewed in order to avoid the question of the validity of the acquisition remaining undecided. However, an acquisition which is made on a Swedish or foreign stock exchange, authorised market place or other regulated market or through a purchase at a compulsory auction may not be forbidden. Instead the acquirer may be required to dispose of what has been acquired (34 & AC). According to 58 & AC, the KKV can order a party to fulfill its obligation to report under penalty of a fine.
After the report has been filed, the KKV shall decide within 30 days to either take no action on the acquisition or undertake a more complete review of the acquisition. During this period, the parties may not adopt any measures in futherence of the acquisition (38 & 2 para. AC).
Notified transactions may under certain circumstances be prohibited by the Stockholm District Court.
The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.