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

6.1 Inside information

A Danish company has the obligation to immediately disclose to the public all "inside information" that relates to it, including all material changes in information that has already been disclosed to the public:

• "Inside information" means information of a precise nature which has not been made public, relating directly or indirectly to one or more issuers of financial instruments or to one or more financial instruments and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.
• Information shall be deemed to be of a "precise nature" if it indicates a set of circumstances which exists or may reasonably be expected to come into existence or an event which has occurred or may reasonably be expected to do so and if it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of financial instruments or related derivative financial instruments.
• "Information which, if it were made public, would be likely to have a significant effect on the prices of financial instruments or related derivative financial instruments" shall mean information that a reasonable investor would be likely to use as part of the basis of their investment decisions.

It is up to the target company to determine if certain information qualifies as "inside information". In many circumstances, this will be a difficult exercise and a large gray area will exist as to whether certain events will need to be disclosed or not.

The public disclosure of inside information may be delayed according to Article 17.4 of the MAR.

6.2 In the event of a public takeover bid

Prior to the announcement of a public takeover bid, the parties will rely on the provisions in Article 17.4 of the MAR to delay the public disclosure of the potential bid. In case of rumors or leaks, an obligation to disclose information may be imposed by MAR, listing rules or by a decision from the DFSA.

6.3 Insider dealing and market abuse

Rules on what constitutes insider dealing and market abuse follows from the MAR. In principle such offences are subject to criminal prosecution and punishable according to the Capital Markets Act, which is a transposition of the of Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse. As the framework is based on EU legislation, similar rules on insider dealing and market abuse exist in other jurisdictions of the EEA.

As a general rule, a potential bidder should refrain from trading in the target company's securities without appropriate prior legal consultation in order to minimize the risk of any unintentional negative effects.

In principle, the rules on insider dealing and market abuse remain applicable before, during and after a public takeover bid.

6.4 Anti-takeover defense mechanisms

Several Danish companies have implemented measures against hostile takeovers in their articles of association, including limitations on voting rights, a voting ceiling and division of the company's shares into classes, typically into a class of unlisted shares with the majority of the voting rights and a listed class of shares with minimum voting rights. As a result, hostile takeovers are not frequently experienced in Denmark. However, the Danish Companies Act provides that shareholders representing at least two-thirds of both votes and capital may at a general meeting adopt a resolution suspending all special rights or restrictions associated with a shareholding or specific shares if a public takeover bid is submitted to the company. This 'break-through' rule, which is based on the Takeover Directive, only applies to special rights or restrictions established after 31 March 2004. Furthermore, such suspension may be restricted only to a public tender offer submitted by a company within the European Union or EEA.

When a voluntary takeover bid is made, the board of directors must weigh the interests of the shareholders against other relevant interests, including the interests of the target itself (if contrary to the shareholders), the target's creditors and the employees. However, the shareholders' interests will take priority in most situations. Measures available for the board of directors include: refusal to have due diligence carried out by the bidder, a recommendation to the shareholders to refuse the submitted tender offer, determining the possibility of a more favorable competing bid, and so on. Alternatively, the board of directors may decide to actively defend against the takeover by the use of a capital increase directed at friendly third parties, "poison pills", conducting merger negotiations with third parties, and so on. However, these measures should be carefully considered as the directors risk incurring liability if not acting in the best interests of the target. It is generally advisable (and in accordance with the Danish Corporate Governance Recommendations) to involve the shareholders in such actions. Further, under the Danish Companies Act, shareholders representing at least two-thirds of both votes and capital may at a general meeting resolve to introduce a procedure whereby the board of directors must obtain the approval of the general meeting before taking any actions that may hinder or frustrate a takeover bid, other than resolving to seek alternative bids.

6.5 Squeeze-out

If, following the takeover bid, the bidder directly or indirectly holds more than 90% of the share capital with voting rights, the bidder can force the other shareholders to sell their shares at the price offered in the takeover bid.

This type of squeeze-out procedure is basically subject to the same rules and procedures that would otherwise apply to a stand-alone squeeze-out procedure outside the framework of a voluntary or mandatory public takeover bid, with the exception of the price.

6.6 Redemption

In the same situation referred to in 6.5, the minority shareholders have a corresponding right to force redemption of their shares.

6.7 Restrictions on acquiring securities after the takeover bid period

The Takeover Order sets out an equal-treatment period from the start of the offer period until six months after expiry of the offer period. If the majority shareholder, within a period of six months after the expiry of the offer period, enters into agreements regarding the transfer of shares in the company on more attractive terms than those offered in the mandatory or voluntary bid, the majority shareholder is obliged to compensate the shareholders who accepted the original bid.