Public and Private M&A in Denmark

The volume of M&A deals in 2011 was on a par with 2010, but the deal value increased sharply in the second quarter due to a handful of large transactions. Over the summer, the M&A activity slowed, almost disappearing in the final quarter. However, there are indicators that the market will gain momentum in 2012.

In private M&A, some of the most significant deals were TPG Capital’s acquisition of a 30% stake in Saxo Bank A/S, a leading online trading and investment specialist, for €389m and the acquisition of a 55% stake in Falck A/S, the Denmark-based provider of rescue and safety services, by a consortium of Danish institutional investors, for €584m.

Few public tender offers for companies listed on NASDAQ OMX Copenhagen were launched in 2011, the most noteworthy being DuPont’s acquisition of Danisco, a global enzyme and specialty food ingredients company, for US$6.3bn and Airbus’s acquisition of Satair, a premier independent distributor of aircraft parts and services, for US$504m.

The legal M&A framework

Private M&A is largely unregulated under Danish law and is therefore based on general contract and corporate law. Due to the market’s limited size, Danish companies and professionals are accustomed to working with foreign buyers and have generally adopted the principles applied in Anglo-Saxon M&A. However, differences in tradition exist.

Public tender offers are regulated by the Danish Securities Trading Act, which implements the EU Takeover Directive. The Danish Financial Supervisory Authority (FSA) is the supervisory authority in respect of such offers. Within four weeks from the public announcement of an offer, the bidder must publish the offer document, which must be approved by the FSA in advance. It is necessary for the bidder to arrange committed financing before a bid is launched. The offer period is four to 10 weeks.

In a voluntary offer, the offeror has a high degree of flexibility in determining the conditions, provided that equal treatment is offered to all shareholders belonging to the same class of shares. More restrictions apply to mandatory tender offers. Objective offer conditions are permitted and typical conditions include:

Mogens Ebeling is a partner at Bruun & Hjejle. He can be contacted at +45 33 34 50 00 or by e-mail at meb@bruunhjejle.dk.

Andreas Nielsen is a senior associate at Bruun & Hjejle. He can be contacted at +45 33 34 50 00 or by e-mail at ani@bruunhjejle.dk

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