DENMARK Trends and Developments Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
investment in Minerva Imaging in June 2025, along - side the take-private of MapsPeople by Round13 Capital – a company whose digital mapping solutions serve hospital logistics operations – further demon - strates continued investor conviction in this sector. Public-to-Private Transactions: Governance, Thresholds and the “Path to 90%” Public-to-private transactions have regained promi - nence in Denmark. Valuation gaps between public market trading multiples and sponsor underwriting models, combined with the strategic flexibility afford - ed by private ownership, have renewed interest in take-private strategies. The central structural objective in most Danish take- private transactions is achieving more than 90% of the shares and voting rights. This threshold enables compulsory acquisition (squeeze-out) of the remaining minority and facilitates a clean de-listing. The legal complexity of reaching that threshold should not be underestimated. Shareholder mapping, the negotiation of irrevocable undertakings and careful communication strategy are integral to bid planning. Acting-in-concert rules and mandatory offer provi - sions must be considered at an early stage, particu - larly where cornerstone shareholders or management participate in pre-announcement arrangements. An example of the interest in public-to-private trans - actions is Permira and Nordic Capital’s bid for Bavar - ian Nordic A/S. The acquisition ultimately did not succeed, as the bidding consortium was unable to obtain the level of shareholder support required under the terms of the offer, despite it being recommended by the board of directors. The offer price was even increased during the process, but the bid did not reach its minimum acceptance threshold. This outcome illustrates the importance of share - holder alignment in Danish public M&A. Denmark is characterised by a concentrated institutional investor base and relatively high levels of engagement among domestic asset managers and pension funds. Tradi - tionally, shareholder activism in Denmark has been consensus-oriented. However, the Danish market is gradually converging with broader Nordic and interna -
tional trends, with shareholders playing a more asser - tive role in strategic transactions and value creation debates. The EU Listing Act: Key Amendments and What Applies from 2026 The EU Listing Act, which entered into force on 4 December 2024, introduces important reforms to European capital markets legislation. The pack - age amends, among other frameworks, the Market Abuse Regulation (MAR), the Prospectus Regulation, and MiFID II. The overarching aim is to enhance the competitiveness of EU public markets, reduce admin - istrative burdens for issuers, and facilitate access to capital – particularly for small and medium-sized enterprises – while preserving market integrity and investor protection. Several of the most consequential amendments will apply from June 2026. Reform of Disclosure in Protracted Processes One of the most significant and widely noted changes concerns the treatment of inside information arising in prolonged or multi-step processes, such as mergers, acquisitions, restructurings, or major capital increas - es. Under the amended MAR, issuers are generally no longer required to disclose every intermediate step in such processes, even if those steps qualify as inside information. Instead, disclosure is typically required when the final event in the process occurs, provided confidentiality has been maintained throughout. This represents a substantial shift from previous practice, where issuers often faced complex assessments at multiple stages of a transaction. The reform seeks to reduce premature disclosures that could distort mar - ket expectations or disrupt negotiations. These rules on protracted processes will apply from 5 June 2026, allowing time for implementing technical standards Closely linked to the above reform is the revision of the criteria governing delayed disclosure of inside information. Previously, issuers could delay disclosure only if the delay was not “likely to mislead the pub - lic”. This standard has been replaced with a clearer and more objective test. Under the amended frame - and internal compliance adjustments. New Standard for Delayed Disclosure
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