DENMARK Law and Practice Contributed by: Simon Milthers, Thomas Bøgedal Kristiansen, Mikkel Friis Rossa and Emil Steenberg, Bech-Bruun
6.13 Securities Regulator’s or Stock Exchange Process The offer document must be approved by the Danish FSA prior to publication. A timetable for review and approval is typically agreed prior to the launch of the takeover offer (and the review process may be commenced in advance as well). The offer document must be published no later than four weeks after the launch announcement; however, in practice, it is typically published between one and two weeks after the launch. In voluntary offers, the Danish FSA’s primary focus is the offer conditions, so as to ensure that the conditions are not within the buyer’s control and that the level of disclosure is other- wise acceptable. Offer documents for manda- tory offers are subject to enhanced scrutiny and price review (and potential regulation). The Danish FSA does not decide the individual timeline for the takeover offer. Pursuant to the Danish Takeover Order, the offer period must be at least four weeks and no more than ten weeks, unless regulatory approvals are still out- standing – in which case, the offer period may be extended for up to a maximum of nine months. Competing offers may impact the timeline, giv- en that the offer period relating to a competing offer will necessitate a corresponding extension of the offer period relating to the original offer (if the original offer is not withdrawn in connection with the announcement of the competing offer). The ten-week limit applicable to the offer period is calculated on the basis of the most recently published offer document (entailing that the offer period expiry is aligned for all offers). However, if the offer period in a competing offer is extended beyond ten weeks for the purpose of obtaining regulatory approvals, and another offer does not need regulatory approvals (or has already
obtained them), such offer does not need to extend the offer period beyond ten weeks. 6.14 Timing of the Takeover Offer The initial offer period in a takeover offer must be between four to ten weeks. The offer period may be extended beyond ten weeks if regulatory/ antitrust approvals are not obtained prior to the expiry of the offer period and the takeover offer has been made conditional on such approvals. In any case, the offer period cannot exceed nine months (however, see below regarding dispen- sation). Merger filings are typically made immediately after the takeover offer has been launched (ie, the time when the buyer has made public its intention to launch the offer). The timeframe for obtaining regulatory approvals differs from case to case. In complex transac- tions necessitating merger filings in several juris- dictions and/or to the EC, the maximum offer period of nine months may be inadequate – in which case, the buyer may consider seeking a dispensation from the Danish FSA.
7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company
Setting up and starting to operate a new compa- ny in certain sectors of the technology industry in Denmark can be subject to specific regula- tions, depending on the sector and the nature of the business activities. By way of example, com- panies in the telecommunications sector must comply with regulations set by the DBA, includ- ing obtaining necessary licences and adhering
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