[Last updated: 1 January 2025, unless otherwise noted]

There are two main forms of takeover bids in Sweden:

• a voluntary takeover bid, in which an offeror voluntarily makes an offer for all or up to 30% of the voting securities issued by the target company. A bid for less than all of the shares is uncommon; and
• a mandatory takeover bid, which an offeror is required to make if, as a result of an acquisition of securities, it crosses (alone or in concert with others) a threshold of 30% of the voting securities of the target.

4.1 Voluntary public takeover bid

• The offeror is free to make the takeover bid subject to specified conditions that the offeror may not have control over, such as, among other things, merger control clearance, minimum acceptance level or a material adverse change condition.
• The offeror is in principle free to determine the form of consideration offered to the target shareholders.
• The offeror is in principle free to decide the price if the consideration is to be paid in cash, subject to the condition that the highest price paid by the offeror within six months before or after the bid, or during the bid, must be reflected in the price.
• The offered price may be paid in cash, securities or a combination of both. All shareholders of the same class of securities must have equal rights to any form or value of consideration, subject to exceptions granted by the SSC or if there are certain circumstances in the specific case in favor of an exception such as legal obstacles for receiving the consideration.

• A mandatory takeover bid is triggered as soon as a person or group of persons acting in concert (or persons acting for their account) as a result of an acquisition of voting securities, directly or indirectly holds more than 30% of the (actual outstanding) voting securities of the target company. The mandatory takeover bid is unconditional. However, instead of making a mandatory bid, the offeror may submit a voluntary bid. The SSC may grant exceptions from the mandatory public takeover bid obligation. Situations in which the SSC has granted exceptions include the following:
  • the stake is acquired from an affiliate (i.e., no change of real control);
  • a third party exercises control over the target company or holds a larger shareholding in the company than the party holding more than 30%;
  • the stake is acquired within the framework of a subscription to a capital increase with preferential subscription rights for the shareholders, which has been decided upon by the general shareholders' meeting, i.e., a rights offering;
  • the stake is acquired within the framework of a subscription to a capital increase by a target company in severe financial difficulties, which has been decided upon by the general shareholders' meeting; and
  • the stake is acquired in connection with an issue in kind, i.e., where the third party is being paid shares in the target company as consideration when the target company is making an acquisition.
• In terms of the price offered and the form of the consideration, the same rules apply as in the case of a voluntary takeover bid. In addition:
  • the price must be equal or higher to the price paid by the bidder for any shares within a period of six months before or after the bid, or the weighted average trading price for securities of the target company which have been settled in shares;
  • in the case of an indirect acquisition of at least 30% of the target company, for example, when the offeror has acquired control of a company (hereafter referred to as the holding company), which in turn owns shares in the target company, the prior transaction is to be considered as conducted at a price per share corresponding to the volume weighted average price of the share during the 20 trading days preceding the date of acquisition of the holding company. If, when acquiring the holding company, the offeror has assigned a higher price for the target company shares, i.e., if the part of the purchase price of the holding company that the offeror allocated to the target company shares means a higher price per target company share than the 20 day average, the prior transaction is instead to be considered as carried out at a price per share corresponding to that assigned price. The offeror will be obliged to provide information on the purchase price for the holding company, how the purchase price was allocated between the target company shares and other assets and the reasoning that led to this allocation.
  • the consideration offered can consist of cash, securities or a combination of both. However, a cash alternative must be offered; and
  • the SSC may allow exceptions from the rules on consideration.

4.3 Follow-on squeeze-out and sell-out right

• Follow-on squeeze-out – a bidder will be able to squeeze out the residual minority shareholders if it holds, directly or indirectly, 90% of the voting securities of the target company.
• Sell-out right if the bidder is not itself launching a squeeze- out – minority shareholders have a sell-out right if the offeror holds, directly or indirectly, 90% of the voting securities of the target company.