12) Triangular merger, group merger with consideration shares in parent company

Factual information:

Company Parent X owns all the shares in Subsidiary. Shareholder A owns all the shares in company Y. Company Y is to be merged into Subsidiary (Z) and A receives consideration shares in company Parent X.

Company Parent X before the merger:

Share capital: NOK 1,500,000

Paid-up SC: NOK 800,000

Number of shares: 6,000

Nominal value: NOK 250

Company Y before the divestment:

Share capital: NOK 100,000

Paid-up SC: NOK 100,000

Number of shares: 100

Nominal value: NOK 1,000

Company Parent after:

Share capital NOK 1,600,000

Paid-up SC: NOK 900,000

Number of shares: 6,400

Nominal value: NOK 250

Solution:

The shareholder register statement is not affected as regards the Subsidiary. In the Subsidiary, there are no capital changes or changes at shareholder level.

Y (the divesting company) must report the altered capital circumstances (the company has been liquidated) in the company on page 1 of the Shareholder register statement. The company must report the company's deleted shares under item 12 and state the Subsidiary’s org. no. in the “Acquiring company’s org. no.” field. The fields to the right of the aforementioned field should not be completed because it is not the Subsidiary that is issuing the consideration shares (but Parent company X). In the bottom four fields under item 12, information must be given concerning the company Parent A (company X) (which is not the acquiring company, but the company that is issuing the consideration shares). The company must also report the number of shares being disposed of for shareholder A under item 26. Under the same item, information must also be given on Parent A’s org. no. and nominal value (the information given here should not concern the Subsidiary, which is the acquiring company, but Parent company X, which actually issues the consideration shares).

Parent X (the company which issues the consideration shares) must report the altered capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholder X under item 24. Under both items 10 and 24, information must be provided on the divesting company F.

Note! The org. no. of the divesting company Subsidiary must be entered under item 10 of the “Acquiring company’s org. no.” field, which is the field in the bottom left of the item. 

For correct completion, see the examples of correctly completed shareholder register statements: 

 RF-1086 Completion for triangular merger