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

There are two main forms of takeover bids in Denmark:

• a voluntary takeover bid, in which an offeror voluntarily makes an offer for all or up to 33⅓% 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 where controlling influence is established, mainly if the acquirer owns more than ⅓ of the voting rights in the target company.

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, amongst other things, merger control clearance, minimum acceptance level (typically 90%), the offer being recommended by the board of directors, resolutions by the general meeting in the target company approving amendments of the articles of association, e.g., to delete defensive measures, voting restrictions, or a material adverse change condition. Financing being a pre-condition will typically not be accepted.
• The offeror is in principle free to determine the form of consideration offered to the target shareholders, cash or shares or other contribution in kind, or a combination thereof.
• The offeror is in principle free to decide the price if the consideration is to be paid in cash, subject to the condition that any 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, in kind or a combination of both. All shareholders must have equal rights to any form of consideration, subject to exceptions granted by the DFSA.

4.2 Mandatory public takeover bid

• 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 33⅓% 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 make a voluntary bid. The DFSA may grant exceptions from the mandatory public takeover bid obligation. Situations in which the DFSA 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 33⅓%;
  • the stake is acquired within the framework of a subscription to a capital increase by a target company in 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 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;
  • the consideration offered can consist of cash, securities or a combination of both. However, a cash alternative must be offered; and
  • the DFSA 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, more than 90% of the shares and votes 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, more than 90% of the shares and votes of the target company.