N.B. This English article constitutes an unofficial translation of the Swedish version.
Reflections on the CodeMill, Integrum and NAXS cases
Introduction
Sweden has approximately 950 listed companies, the most in the entire EU. Nearly two-thirds of these companies are listed on one of our three MTFs: Nasdaq First North, NGM Nordic SME and Spotlight Stock Market (see page 18 in OECD’s report ”The Swedish Equity Market”). There are several explanations for the success of the MTF market, including a risk-taking investor culture with an interest in smaller growth companies as well as a well-developed ecosystem of advisors, exchanges and other players that enables listings for smaller companies.
Another explanation for the success of the Swedish MTF market (as well as the stock market in general) is the extensive self-regulation that ensures a high integrity and a well-functioning market. The minimum level that currently applies to regulated markets, primarily under EU rules, is to large extent also applied on MTFs through self-regulation rules. One example is the Swedish Stock Market Self-Regulatory Committee’s (ASK) takeover rules, which exist in two sets – one for regulated markets and one for MTFs – which are essentially identical.
Given the important role of self-regulation, it is worrying if it were to be undermined. In 2025, the Swedish Securities Council (AMN) – which interprets and can grant exemptions from the takeover rules – found that offerors in connection with (uncompleted) public takeover bids of CodeMill AB and Integrum AB (both listed on Nasdaq First North) had violated the rules. Furthermore, an investor in NAXS AB, listed on Nasdaq Stockholm (regulated market), refrained from submitting a mandatory bid, which according to AMN was required under the takeover rules but not by law. AMN directed very serious criticism at the representatives for deliberately ignoring good practice on the Swedish stock market, as expressed by the self-regulation rules.
What is striking about these three cases is that, despite confirmed violations of the takeover rules, the offeror/investor got away without any sanctions. The reason behind this is simply that there are no sanctions in the toolbox in these situations. This deserves closer analysis. The article begins with the regulatory background, then goes into the three cases in more detail whereafter it concludes with reflections and possible solutions.
Regulatory structure and sanctions
In a regulated market, according to Chapter 2, Section 1 of the Public Takeover Bids Act (LUA), the offeror is obliged to undertake against the exchange to comply with the takeover rules and to submit to sanctions in the event of violations. Such an undertaking is a prerequisite for making a public takeover bid for a listed company and means that the exchange, through its disciplinary committee, can intervene in the event of rule violations. According to Section VI of the takeover rules, the disciplinary committee may, in the event of violations, decide to impose a penalty fee of up to SEK 5 billion on the offeror. If the offeror refuses to enter into the undertaking and nevertheless publishes a bid, the Swedish Financial Supervisory Authority (SFSA) may prohibit the offer in accordance with Chapter 6 of the Financial Instruments Trading Act (LHF) and decide on sanctions in accordance with Chapter 7 LUA.
There is no corresponding statutory mechanism on growth markets (MTF). LUA does not regulate MTFs; instead, it is the exchange that have voluntarily chosen to apply the takeover rules. Any violations of the rules by listed companies may be sanctioned by the exchange’s disciplinary committee, as the takeover rules have been incorporated by reference into the exchange’s Rulebook which the company has undertaken to comply with in connection with the listing. The offeror, on the other hand, has no contractual relationship with the exchange, which therefore lacks jurisdiction to sanction rule violations. The SFSA also lacks jurisdiction, as LUA and LHF do not regulate bids on MTFs.
That said, civil law boundness may still arise in relation to the target company’s shareholders. Under Swedish contract law, the bid constitutes a binding offer from the offeror, and when shareholders accept the offer and the conditions for completion are met, an agreement arises between the parties. According to II.3 in the takeover rules, the offeror must undertake in the press release announcing the offer to comply with the takeover rules, and a breach of the rules may therefore constitute a breach of contract, that may give rise to liability for damages. In practice, however, such claims are difficult to pursue, particularly in the Swedish legal context, which means that this form of civil law boundness has a limited deterrent and remedial effect.
If a mandatory bid – i.e. a public takeover bid after an investor has exceeded 30 % of the votes in the listed company – is submitted on a regulated market, an undertaking is required under Chapter 2, Section 1 of the LUA, and disciplinary sanctions may then be imposed on the offeror. However, a violation by not submitting a bid at all means that there is no undertaking; in such cases, it is the SFSA that has the tools (injunction/penalty) under Chapter 7 of LUA. On MTFs, the possibilities for legal sanctions against offerors are currently non-existent.
Three current cases
Historically, as far as we know, it has not been a problem that violations of self-regulation in the takeover area have in certain situations lacked sanction possibilities. The rules are largely respected by both companies and offerors. However, this may have changed in 2025. In connection with the public acquisitions of CodeMill AB and Integrum AB, as well as the mandatory bid situation in NAXS AB, clear violations have remained unsanctioned.
CodeMill AB
On 3 March 2025, Ateliere Creative Technologies, Inc. (the offeror) announced a public takeover bid to the shareholders of CodeMill AB. The takeover was conditional on, among other things, 90 % of the shareholders accepting the bid. The condition was met with an acceptance rate of 97.4 %, and on 2 April 2025, the offeror announced that the offer would be completed (i.e. unconditioned) with payment for the submitted shares to commence around 8 April 2025. In a press release on 14 April 2025, the offeror announced that it had changed its mind, citing “turbulence in the US and in the global business and financial markets” and intended to return all shares.
AMN noted (AMN 2025:17) that, to the best of the Council’s knowledge, this situation had never before occurred in Sweden. The offeror was considered bound by its offer and that, despite this, cancelling the bid constituted a “particularly serious violation of the takeover rules”. The company commented on AMN’s statement in a press release on 14 May 2025 and referred shareholders to the company’s legal advisers if they wished to bring civil suit against the offeror in a court of law.
Integrum AB
On 22 July 2025, a subsidiary of OsteoCentric Technologies, Inc. (the offeror) announced a public takeover offer to the shareholders of Integrum AB. The offer was conditional upon, among other things, at least 90 % of the shareholders accepting the bid. When the bid closed, only approximately 69.4 % had accepted, and the offeror announced on 16 September 2025 that the offer would not be completed. The low acceptance rate was due to the fact that the company’s principal owner, who had made an irrevocable undertaking to accept the offer, had put the wrong account number on the acceptance form sent to his bank. Including the principal owner’s shares, the acceptance rate would have been approximately 97.6 %.
AMN stated (AMN 2025:45) that an offeror who sets conditions for completion is obliged to actively work to ensure that these conditions are met. This means that the offeror should at least have contacted the principal owner or his legal representative to enable meeting the completion condition of a 90 % acceptance rate. Failure to do so constituted a breach of the takeover rules that deserved “serious criticism”.
AMN does not take a position on whether the offeror was obliged to extend the acceptance period, but only that the obligation to work towards fulfilling the conditions for completion included an obligation to contact the principal owner. It is also noteworthy that the bid was not completed/unconditional, meaning that no binding agreement between the offerors and the shareholders was reached. This is an important difference from the CodeMill case and is relevant, among other things, to the question of whether civil law bindingness arose.
NAXS AB
On 3 October 2025, an investor acquired shares in NAXS AB, which is listed on Nasdaq Stockholm, privately and through the two companies Molcap and Buntel. Through the acquisition, the investor’s holding increased to exceed 30 % of the shares and votes in NAXS AB. However, parts of the acquisitions were made in an endowment insurance (KF), which does not entitle the holder to voting rights (as it is the pension company that formally owns the shares that customers have in KF). Excluding the holdings in KF, the mandatory bid threshold was not reached. The question of whether a mandatory bid arises in such a situation was referred to AMN.
AMN stated (AMN 2025:47) that LUA did not entail a mandatory bid, as the shares on KF should not be included, but that the takeover rules can be interpreted more broadly than LUA and, in this case, entailed a mandatory bid requirement. The mandatory bid was in other words not required by law (which, in the event of violations, can be sanctioned by the SFSA), but solely by self-regulation (no possibility of sanctions). On 31 October 2025, Molcap announced that, in view of this, it did not intend to submit a mandatory bid. The reason was that a mandatory bid had been made at a price below the market price and was considered to entail a risk of a negative impact on NAXS shareholders.
In a subsequent statement (AMN 2025:51), AMN stated that the action constituted “a flagrant violation of good practice on the stock market, for which the company’s representatives deserve very serious criticism.”
Concluding reflections and proposed solutions
The CodeMill, Integrum and NAXS cases show that the lack of sanctions is exploited in practice. A common fact in the CodeMill and Integrum cases is that the offeror is an American company. You may speculate whether a European offeror would have had greater respect for Swedish self-regulation and the business risk of violating it, but at the same time it can be noted that the NAXS case concerns a Swedish investor and therefore cannot be explained in this way.
Although it is still too early to draw definitive conclusions about this development, the cases indicate a disregard for self-regulation rules. There is a risk that self-regulation will begin to be viewed as recommendations rather than binding norms. In the long term, such a development could undermine confidence in the stock market, to the detriment of both the companies and shareholders exposed to rule violations, and the stock market as a whole.
One possible solution to the problems reflected in the CodeMill and Integrum cases would be to introduce sanctions against offerors in the MTF rules. For the offeror to be bound by these, the exchange must obtain an undertaking before the bid is submitted, in the same way as applies under Chapter 2, Section 1 of the LUA on regulated markets. The lack of foundation in law for requiring such undertakings on MTFs is not necessarily an obstacle, as a serious offerors seeking success with their bid will in practice always sign the undertaking.
This solution was discussed in the context of the work on the new ASK rules for MTFs, but the then Business Stock Exchange Committee (NBK) (which was dissolved in 2010 and whose functions are now performed by ASK) chose not to introduce such regulation. However, this decision can be questioned given today’s market conditions. MTFs were introduced by MiFID 1 (2004/39/EC), which was implemented in Swedish law in 2007, and have since grown significantly to now, as mentioned above, account for almost two thirds of all listed companies in Sweden. The risks to market integrity from unsanctioned rule violations are therefore greater today.
Notably, the conditions are different in mandatory bid situations. A mandatory bid may arise without the intention of acquiring the entire company, and there is therefore no natural incentive for the offeror to sign an undertaking with the exchange in advance. The solution involving changes to the MTF rules and undertaking requirement does therefore not solve the problem of mandatory bids. To address this situation, a change in the law is probably needed – for example, extending the provisions of Chapter 2 of the LUA to also cover MTF companies. This would give the SFSA the opportunity to intervene in the same way as in the case of mandatory bids on regulated markets. It should be noted, however, that such an arrangement does not address the NAXS situation, i.e. when the takeover rules impose more far-reaching requirements than the LUA, which would thus require further measures.
The discussed reforms naturally require a more comprehensive analysis than has been possible here. We will therefore not delve deeper into the issues but will leave it at these reflections, while noting that the issues are timely for those who want to drive change. A proposal to harmonise MTF rules with those for regulated markets in the Swedish Companies Act regarding the repurchase of shares and reverse splits (with entry into force on 5 December 2026) has been sent for consultation (see Ds 2025:15). It would be suitable to review the need to update other parts of stock market law in the same spirit.