DENMARK Law and Practice Contributed by: Morten Jensen, Elise Ross-Hansen, Frederik André Bork and Paula Grønlund, Bruun & Hjejle
M&A transactions in the Danish defence sector are expected to be a significant trend in 2025 (as in 2024). This projection aligns with broader European defence industry patterns, where geo - political shifts and increased defence budgets are driving consolidation and strategic partner - ships. 1.3 Key Industries Throughout 2024, there was significant interest in Danish assets within the following industries: • technology, media and telecoms; • engineering and industrial products; • business and professional services; • defence assets; • life sciences; and • real estate, hospitality and construction. Sectors such as power and utilities as well as consumer products were less active during 2024, possibly due to constraints in obtaining acquisition financing. Accordingly, the technol - ogy, media and telecoms industry, together with engineering and industrial products and life sci - ences, seemed to account for the majority of transactions in 2024. Overall, most sectors have seen an increase in transaction numbers com - pared to 2023. 2. Overview of Regulatory Field 2.1 Acquiring a Company An acquisition of a private company is typical - ly completed as an acquisition of the target’s shares, as this is generally considered simpler and more tax-efficient than an asset transfer. Both types of acquisitions are documented by a purchase agreement, the format of which depends on the parties involved and the size and complexity of the transaction. Corporate merg -
ers may also be used for business combinations, but this is rarely seen. An acquisition of a public company will usually take place as a public takeover (voluntary or mandatory), which is documented by an offer document. Provided that the bidder obtains more than 90% of the shares and votes in the company, the bidder is, according to Danish law, entitled to complete a squeeze-out of the minor - ity shareholders. 2.2 Primary Regulators In Denmark, private M&A activities are mostly unregulated. The Danish Financial Supervisory Authority (FSA) is the supervisory authority in respect of public takeovers, issuance of prospectuses and compliance with the EU Market Abuse Regula - tion (MAR). The Danish Business Authority is the relevant authority with respect to the various corporate actions that are usually necessary in connection with an acquisition – eg: • registrations related to direct and indirect ownership; • amendments to the target’s articles of asso - ciation; • registration of changes to the management; • capital increases; and • mergers. In relation to antitrust regulation, filings need to be made with the Danish Competition and Consumer Agency or with the European Com - mission, as applicable. Individual filings in other jurisdictions may be required.
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