DENMARK Law and Practice Contributed by: Morten Jensen, Elise Ross-Hansen, Frederik André Bork and Paula Grønlund, Bruun & Hjejle
diligence processes, the full process may take as much as one year to complete. A more simplified transaction may be complet - ed in less than three months (which assumes a simultaneous signing/closing). If the acquisition of a listed company is carried out as a takeover, the timing is affected by the Danish Takeover Order, which sets out that the offer period must be at least four weeks and no more than ten weeks. Any antitrust filings may extend the period for up to nine months from the In public M&A transactions, a mandatory offer threshold under Danish law is reached when one or more persons acting in concert obtain con - trolling influence of the listed company. Controlling influence is reached when the person or persons obtain ownership or control of one third of voting rights in a listed company, unless in extraordinary circumstances it can be estab - lished that this ownership or control of voting rights does not constitute controlling influence of the listed company. Furthermore, controlling influence is obtained if the person or persons have the ability to control one third of the voting rights in the company via an agreement with other shareholders, or if they have the power to appoint the majority of the board of directors. In a private company setting, the same man - datory offer threshold does not exist. However, in a situation where a single shareholder holds more than 90% of the shares and voting rights of a limited liability company, any minority share - publication of the offer document. 6.2 Mandatory Offer Threshold
holder will be entitled to demand a redemption of its shares by the majority shareholder. 6.3 Consideration In private M&A transactions, cash is the primary method of consideration, although re-invest - ment schemes are often seen as a way to bridge the financing. Earn-out provisions or indemni - fications (in the case of a specific risk) may be used if the parties cannot agree on the value of a target. Although often discussed, earn-out provi - sions are not commonly incorporated. In a public takeover scenario, the primary meth - od of consideration is cash. A bidder is entitled to offer either cash or shares, or a combination thereof, except in the case of a mandatory offer, which must include a cash alternative if shares offered are not liquid shares in a company list - ed on a regulated market, or if the bidder has acquired at least 5% against cash within six months prior to the offer. A shareholder holding more than 90% of the shares and the votes in a company will be enti - tled to complete a squeeze-out of the remain - ing shareholders. Such squeeze-out must be completed by offering cash. Similarly, each of the minority shareholders also has the right to demand redemption of their shares by the share - holder holding more than 90% of the shares and the votes in a company. 6.4 Common Conditions for a Takeover Offer While a mandatory offer must be unconditional, voluntary offers may be conditional as long as the conditions are not within the control of the bidder. Common conditions are, for instance, a minimum acceptance threshold of more than 90% (due to the squeeze-out option) and regu - latory conditions.
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