Energy & Infrastructure M&A 2025 Comparisons

Over the past 12 months, the Danish energy and infrastructure M&A market has diverged across technologies. While biomethane and CCS have seen increased deal activity driven by regulatory support and certificate-based business models, solar and offshore wind have slowed due to inflation, grid delays, and supply chain risk. Financing conditions have tightened, particularly for standalone battery and Power-to-X projects, which remain capital-intensive and commercially uncertain. Geopolitical tensions and macroeconomic volatility have increased risk aversion, leading to fewer financial closes and a shift toward joint ventures and strategic partnerships.

The Danish energy and infrastructure market has seen a clear shift toward strategic technologies such as biomethane, CCS, and battery storage, driven by regulatory incentives and certificate-based business models. Business approaches have evolved to reflect long-term decarbonisation goals, with increased focus on vertical integration, carbon removal credits, and scalable offtake structures. Regulatory changes – including subsidy schemes for CCS and maritime fuel mandates under FuelEU – have influenced deal structuring and investor appetite. At the same time, political and infrastructural delays have slowed development in offshore wind and Power-to-X, prompting a more cautious and selective M&A environment. The market is increasingly shaped by the need for dispatchable power, grid flexibility, and alignment with EU climate targets, including the Paris Agreement. As a result, energy trading, hybrid project design, and long-term ownership strategies have become central to how businesses engage with energy infrastructure.

Investors access the Danish energy and infrastructure M&A market primarily through direct acquisitions, joint ventures and structured investment platforms. Strategic investors often pursue long-term partnerships or co-development models, especially in offshore wind and Power-to-X projects. Private equity funds typically engage via platform investments or bolt-on acquisitions, focusing on scalability and ESG alignment.

The investor landscape includes pension funds, utilities, and international institutional investors. Copenhagen Infrastructure Partners (CIP) plays a central role, managing multiple funds with global reach. Danish and Nordic investors remain active, but recent transactions show rising interest from international players (European, North American and Asian) seeking exposure to Denmark’s stable regulatory environment and green energy credentials. Investors are adapting to market volatility by prioritising long-term ownership, flexible financing structures, and assets with clear subsidy or certificate pathways.

Denmark’s major planned energy and infrastructure projects include large-scale offshore wind farms (eg, Thor), national grid upgrades, and the development of a hydrogen backbone from Esbjerg to the German border, expected to be operational by 2030. Carbon capture and storage (CCS) is also advancing, with multiple projects competing for funding under the DKK28.7 billion CCS Fund. In biomethane, most activity involves expansion of existing plants rather than greenfield development, driven by certificate profitability and the phase-out of legacy subsidies.

The project mix is overwhelmingly renewable. Wind, solar, biomethane and CCS dominate new capacity, while fossil-based projects are minimal and largely transitional. Denmark aims for 100% renewable electricity by 2030, and current infrastructure plans reflect this ambition.

Establishing and financing early-stage companies in Denmark’s energy and infrastructure sector requires careful alignment with regulatory frameworks, certificate schemes, and infrastructure readiness. Key considerations include securing offtake agreements, navigating permitting processes, and structuring financing – often through equity or green bonds, as debt remains limited for standalone technologies such as BESS and PtX. Ventures must also address grid access, technology risk, and long development lead times.

Such ventures are relatively common, especially in biomethane, CCS, and geothermal, where demonstration-scale projects are used to validate business models and attract strategic investors. Public funding and EU support schemes play a critical role, but commercial viability depends on integration potential and long-term policy stability.

In Denmark’s energy and infrastructure sector, early-stage ventures often pursue liquidity through strategic partnerships, partial divestments, or integration into larger platforms. Rather than traditional IPOs, exits typically occur via acquisitions by utilities, infrastructure funds, or industrial players seeking vertical integration or certificate access.

Founders and investors should be aware that timing is critical. Liquidity depends not only on technical progress but also on policy cycles, subsidy windows, and infrastructure readiness. Projects must be structured to survive long development lead times and regulatory uncertainty. Investors increasingly favour ventures with modular design, flexible offtake models, and clear ESG reporting. Public-private alignment – such as long-term heat or carbon credit contracts – is often essential to unlock financing and exit opportunities. Legal clarity around permitting, grid access, and state involvement is also crucial for successful transactions.

Spin-offs are relatively common in the energy and infrastructure sectors in Denmark. The key drivers behind considering a spin-off in these industries include the following.

• Companies may spin off non-core assets or divisions to concentrate on their primary business operations and improve overall efficiency.
• Spin-offs can help companies comply with regulatory requirements.
• By creating a separate entity, companies can unlock value for shareholders, as the new entity may be better positioned to attract investment and grow independently.
• Spin-offs can facilitate strategic partnerships or joint ventures.
• Smaller, more focused entities can be more agile and innovative, which is crucial in the rapidly evolving energy sector.

These drivers are particularly relevant in the context of renewable energy, where regulatory changes and the need for specialised focus are prominent.

Spin-offs in Denmark can be structured as tax-free transactions at both corporate and shareholder levels. The Danish tax rules on spin-offs are largely based on the EU Tax Merger Directive. However, there are specific requirements that must be met to achieve the tax-free status of a spin-off, also depending on whether the spin-off is executed with or without permission from the Danish tax authorities.

Requirements With Permission (Non-Exhaustive)

• The spin-off must have a valid commercial purpose and cannot be made solely due to tax considerations.
• The shareholders must receive shares in the spun-off company in a ratio corresponding to their ownership in the company before the spin-off.
• If the spin-off does not result in a dissolution of the contributing company, then the spun-off entity must be able to function as a stand-alone entity with an active trade or business. In this regard, holding of shares is not considered an active trade or business.

Further, it is often the case that a permission from the Danish tax authorities comes with an obligation to report any sell-offs or restructurings carried out within the subsequent three-year period.

Requirements Without Permission (Non-Exhaustive)

The requirements for carrying out a spin-off with permission also apply for spin-offs without permission.

• If the shareholder is a company that owns at least 10% of the share capital in the companies taking part of the spin-off, these shares cannot be sold for a three-years holding period. If the requirements are not observed, the spin-off will become taxable with retroactive effect.
• The spun-off company must have the same proportion of assets and liabilities as the original company.

A spin-off immediately followed by a business combination is possible in Denmark. The combination process may be included within the spin-off process.

Creating a spin-off immediately followed by a business combination would require the spin-off and business combination to be approved by the general meeting of the companies concerned. Depending on the companies involved, (i) the plan must be approved by the companies concerned; and then (ii) the decision must be finalised at a second general meeting of the companies concerned.

A tax-exempt spin-off in Denmark can be carried out with and without permission from the Danish tax authorities – see 3.2 Tax Consequences.

If the spin-off is carried out with permission, an application must be submitted to the Danish tax authorities and is generally processed within three to four months.

If the spin-off takes place without permission, the receiving company must report the tax-exempt merger to the Danish tax authorities, together with, at the latest, the company’s tax return for the income year in which the spin-off took place.

It is possible to apply for a permission retroactively.

In Denmark, it is not uncommon for a buyer to acquire a stake in a public company prior to making a formal tender offer.

Reporting Thresholds and Timing

Shareholders must notify the company and the Danish Financial Supervisory Authority (FSA) when their ownerships or voting rights reach, exceed, or fall below the following percentages: 5%, 10%, 15%, 20%, 25%, 1/3%, 50%, 2/3%, 90%.

The obligation applies to both direct and indirect holdings, including financial instruments that confer entitlement to acquire shares with voting rights.

Shareholders whose holdings reach, exceed, or fall below any of the above thresholds due to a transaction initiated by the shareholder must notify the company and the Danish FSA immediately, and no later than four business days after the shareholder subject to the notification obligation becomes or ought to have become aware that the transaction has been completed. Where the transaction is carried out by a third party on behalf of the shareholder subject to the notification obligation, the shareholder is deemed to have become aware of the transaction and the notification obligation no later than two business days after the transaction.

Upon receipt of the notification, the company must publish an announcement to the market within three trading days.

Stating the Purpose and Plans

Pursuant to the Danish rules on major shareholders, a buyer is only obliged to notify the size of the stake acquired. For strategic reasons, buyers may voluntarily choose to disclose the purpose of acquisition of a significant stake, and their strategic plans or intentions with respect to the company, although this is not a legal requirement under the major shareholder notification regime.

However, if a mandatory tender offer is triggered as set out in 6.2 Key Developments in Renewable Energy and Cutting Emissions, the disclosure requirements in connection with tender offers must be followed.

“Put Up or Shut Up” Requirement

Denmark does not have a formal “put up or shut up” rule like some other jurisdictions.

In Denmark, a mandatory tender offer is triggered if the buyer, directly or indirectly, or by acting in concert with any persons, obtains control over the target company, which means an acquisition of shares resulting in (i) at least one-third of the voting rights (unless it can be clearly demonstrated in special cases that such ownership does not constitute control)); or (ii) obtaining control over at least one-third of the voting rights by virtue of an agreement, or having the right to appoint or dismiss the majority of the members of the company’s central management body.

The concept of “acting in concert” is interpreted broadly under Danish law and includes parties who cooperate based on an agreement – formal or informal – regarding the acquisition or exercise of voting rights.

Once the threshold is reached, the buyer must, within four weeks, submit a mandatory takeover offer to all remaining shareholders. The offer must be unconditional and include a cash alternative.

The Danish FSA may grant exemptions from the mandatory bid. In practice, exemptions are typically granted in relation to capital increases in distressed companies.

Moreover, the obligation to make a mandatory takeover offer does not apply if the threshold is reached under the following circumstances: (i) the acquisition results from a voluntary takeover bid; (ii) where the acquisition of shares occurs by way of inheritance, enforcement proceedings, or intra-group transfers; or (iii) where the acquisition of shares results from an underwriting commitment in connection with a capital increase or from an agreement with the issuer or one or more shareholders regarding the resale of shares, provided that the acquirer disposes of such shares within five business days after the acquisition to the extent that control is no longer held, and the voting rights during the interim period are not exercised or otherwise used to exert control.

In Denmark, acquisitions of listed companies are typically carried out as a public tender offer or by way of a merger.

Public Tender Offer

The most common way to acquire a public company is to make a voluntary tender offer to all shareholders to purchase their shares, often at a premium to the market price. The offeror will typically approach the board of directors of the target company and, in certain cases, the target company’s major shareholders prior to making any announcement of a tender offer in order to secure a certain acceptance for the offer and, thereby, a certain level of deal certainty. The objective of the offeror is often to obtain a defined acceptance level to gain control over the target company – eg, a 90% acceptance level with the purpose of squeezing out minority shareholders and potentially removing the company’s shares from trading after completion of the tender offer. As such, a transaction agreement with the company and irrevocable undertakings with major shareholders may be entered into prior to making the tender offer and preparing the actual offer document.

Merger

It is possible to acquire a public company through a merger, but such transactions are less common compared to public tender offers. Mergers often require more complex negotiations and approvals, including shareholder approvals at the general meetings of the companies involved, which can be time-consuming compared to a public tender offer. Moreover, while a tender offer can be used as a strategic move to gain control without immediate full integration, a merger typically leads to full integration and a greater degree of operational and strategic cooperation between the merging entities.

In Denmark, public company acquisitions in the technology industry can be structured as either cash or share based transactions. Both methods are used, but cash transactions are sometimes preferred due to their simplicity and the immediate liquidity they provide to shareholders. In particular, cash is often used when the acquirer is a larger strategic buyer with sufficient liquidity, seeking to gain control without immediate full integration. Stock-for-stock transactions may also be used, especially in mergers between equals or where the buyer seeks to preserve cash or align long-term interests.

Use of Cash in Merger Transactions

Cash is permissible and commonly used in merger transactions, not just in takeover offers and tender offers. In Denmark, consideration in a merger or a mandatory takeover offer can be provided in cash, shares, or a combination of both. This flexibility allows parties to structure the deal in a way that best suits their financial strategies and shareholder preferences.

Minimum Price Requirement

For mandatory tender offers, a minimum price requirement applies whereby the offer price must be at least equal to the highest price paid by the offeror for any shares within the six months preceding the offer. In a voluntary tender offer, there is no minimum price requirement. However, the offeror must treat all shareholders equally.

In terms of mergers, no specific minimum price requirements apply. While there is no explicit minimum price, the valuation of shares in a merger must be fair and reasonable. This is often ensured through independent financial advisors who provide fairness opinions.

Bridging Value Gaps with Contingent Value Rights

Bridging value gaps with contingent value rights is not common in transactions involving an acquisition of a Danish listed company.

In Denmark, a voluntary tender offer can include conditions provided that the fulfilment of these is not within the control of the offeror, except that the offer cannot be conditional upon financing.

The Danish FSA often approves the following (non-exhaustive) common conditions:

• Minimum acceptance level: often set at 90%, ensuring that the offeror gains sufficient control over the target company, which enables a squeeze-out of the minority shareholders and potential removal from trading post completion of the tender offer.
• Regulatory approvals: necessary clearances from competition authorities and other relevant regulatory bodies.
• No material adverse change: ensuring that there are no significant negative changes in the target company’s business or financial condition until completion of the tender offer.
• Board recommendation: that the board in the target company recommends the offer and does not revoke or modify its recommendation of the offer.
• No breach: that the target company does not breach any (transaction) agreement entered into between the offeror and the target company.
• A mandatory tender offer: this must not contain any conditions.

It is customary in Denmark to enter into a transaction agreement in connection with a takeover offer or business combination. This agreement, often referred to as a transaction agreement (TA) or a business combination agreement (BCA) depending on the transaction, outlines the terms and conditions of the offer and the obligations of both parties.

Obligations of the Target Company

Beyond the board’s agreement to recommend the offer, the target company can undertake certain other obligations, including:

• Agreeing not to solicit or engage in discussions with other potential buyers (no-shop clause).
• Providing the acquirer with access to necessary information for a certain level of due diligence.
• Agreeing to operate in the ordinary course of business and not undertake any significant changes without the offeror’s consent.
• Assisting in obtaining necessary regulatory approvals for the transaction.

Representations and Warranties

In takeovers, it is – as a general rule – not possible for the target company to give representations and warranties with recourse against the company. However, representation and warranties can be provided as condition precedents or if backed by a W&I insurance.

In Denmark, the minimum acceptance condition for tender offers is typically set at 90% or two-thirds of the voting rights.

This threshold is significant for several reasons:

• achieving more than 90% allows the offeror to initiate a squeeze-out procedure, compelling the remaining minority shareholders to sell their shares, whereby the offeror gains full control of the company; and
• achieving 90% allows the offeror to request the removal of the public company from trading on the Nasdaq Copenhagen.

Two-thirds of the voting rights gives the offeror operational control over the company. Please refer to 4.11 Additional Governance Rights.

The squeeze-out mechanism allows a majority shareholder to compel minority shareholders to sell their shares following a successful tender offer provided that the offeror after completion of the offer holds more than 90% of the shares and voting rights in the target company.

Procedure

The offeror must notify the remaining minority shareholders of its intention to exercise the squeeze-out right at the latest no later than three months after the expiration of the offer period.

The redemption price offered to the minority shareholders must be fair, and typically matches the price offered in the initial tender offer. If the minority shareholders disagree on the offered price, they can request an independent expert to determine the price under certain conditions. However, if the redemption follows a voluntary offer, the price is considered fair in all circumstances if the offeror, upon acceptance of the offer, has acquired at least 90% of the share capital. If the redemption follows a mandatory offer, the consideration offered is deemed fair in all circumstances.

Minority shareholders must determine within a four-week acceptance period whether they accept compulsory redemption, including the redemption price. If they do not respond within this period, their shares will be noted as registered under the offeror in the company’s shareholder register. If all minority shareholders have not transferred their shares to the redeeming shareholder within the deadline, the offeror must, as soon as possible, unconditionally deposit the redemption amount corresponding to the non-transferred shares for the benefit of the respective minority shareholders. This is typically done through the central securities depository, as the shares are usually registered there.

The consideration for the redemption may be in the same form as specified in the offeror’s tender offer, or be paid in cash. Minority shareholders can always demand cash payment.

In Denmark, the offeror must ensure that it can fully meet any requirement regarding consideration offered to the shareholders in the form of cash, and ensure that any other form of consideration can be provided. The Danish FSA accepts that the offeror’s financing agreements may contain usual customary conditions. However, it is the offeror’s responsibility to ensure that the terms of a financing agreement do not prevent the fulfilment of the offer.

Financing Banks or Buyer Making the Offer

In most cases, the buyer itself makes the offer, and it is common for the buyer to secure a certain level of financing commitments from banks or to secure financing in another way before making the offer to ensure that the necessary funds are available.

Conditional Offers

A takeover offer or business combination in Denmark cannot be conditional on the bidder obtaining financing. This ensures that the offer is credible, and that the offeror has the financial capability to complete the transaction.

The most typical deal protection measure relates to the board of directors publicly recommending the offer to shareholders.

In the Danish Recommendations on Corporate Governance, it is suggested that the board of directors abstain from countering any tender offers by taking actions that seek to prevent shareholders from deciding on the tender offer without prior approval from the general meeting. The target must adhere to these recommendations on a comply-or-explain basis.

Moreover, private transaction documentation increases deal certainty, typically in the form of a transaction agreement between the offeror and the target company, and irrevocable undertakings between the offeror and major shareholder(s). Non-solicitation provisions, matching rights, and exclusivity clauses in transaction agreements are fairly common. Voting undertakings are also seen as part of irrevocable undertakings, whereas break-up fees are less common. It is also uncommon to enter into “hard” irrevocable undertakings in Denmark. Hence, irrevocable undertakings usually allow the relevant shareholders to accept a competing offer under certain conditions, as relevant.

If an offeror cannot obtain 100% ownership of a target company in Denmark, it can still obtain significant governance rights, depending on the level of ownership achieved in connection with the offer.

Key governance rights based on ownership levels include the following.

• Simple majority (at least 50%) – The right to pass ordinary resolutions at general meetings, including, among other things, the appointment of board members, thereby gaining influence over the company’s strategic direction.
• Qualified majority (two-thirds) – The right to pass special resolutions, which are required for significant corporate actions such as amending the articles of association, approving mergers, and capital increases or decreases. This level of control allows the bidder to implement more substantial changes to the company’s operations and strategy.

• Supermajority (90%) – If the offeror reaches 90% ownership, it can initiate a squeeze-out process to acquire the remaining shares from minority shareholders. Moreover, this ownership level allows for the adoption of resolutions that reduce existing shareholders’ rights to receive dividends in favour of other shareholders, restrict the marketability of shares, and limit the ability to exercise voting rights attached to shares.

Domination and Profit-Sharing Agreements

While Denmark does not have specific provisions for domination and profit-sharing agreements, the offeror can still achieve significant control through the ownership levels mentioned above. Additionally, the offeror may enter into shareholder agreements with other shareholders to establish certain governance arrangements.

It is common in Denmark to obtain irrevocable commitments from principal shareholders of the target company to tender their shares in the offer. These commitments help provide certainty to the bidder that a significant portion of the shares will be tendered, increasing the likelihood of the offer’s success. Such commitments are legally binding and are typically in the form of either a “hard” commitment or a “soft” commitment, allowing shareholders to withdraw their commitment if a superior competing offer is made in the offer period. The commitments typically remain in effect until the transaction is completed, or a specified end date is reached. It is most common to enter into “soft” irrevocable undertakings, which allow the relevant shareholders to accept a competing offer on better terms.

In Denmark, a takeover offer document must be approved by the Danish FSA before it is published. The Danish FSA oversees compliance with the Danish Capital Markets Act and the Danish Executive Order on Takeover Bids. Since the offer document must be published no later than four weeks after the publication of the decision to make an offer, only four weeks are available for the approval process with the Danish FSA.

The Danish FSA does not explicitly approve the offer price but ensures that the offer complies with regulatory requirements. In relation to mandatory offers, the offer price must be at least equal to the highest price paid by the offeror for any shares within the six months preceding the offer. Any subsequent purchases at a higher price within six months after the offer’s completion may trigger a compensation obligation to shareholders who accepted the offer.

The timeline for approval and publication of the offer document must be approved by the Danish FSA, and any extension of the offer period must be approved by the Danish FSA. The Danish FSA also oversees that the timeline, as informed in the takeover offer document, follows regulatory requirements.

The offer period must be at least four weeks and no more than ten weeks from the date of publication of the offer document. The offer period may be extended on one or more occasions subject to:

• the extension being at least two weeks long;
• the extension being made through an explanatory addendum to the offer document which must be approved by the Danish FSA and be published; and
• the extension not exceeding the offer period above a total of ten weeks.

In case a competing offer is submitted during the offer period, the period of the original takeover offer will be extended until the end of the offer period of the competing offer to allow shareholders to consider the competing offer.

For voluntary takeover offers that are conditioned on necessary regulatory approvals, the offer period may be extended up to a total period of nine months.

In Denmark, the initial offer period must be at least four weeks and no more than ten weeks. If regulatory or antitrust approvals have not been obtained before the expiry of the offer period, the offer period may be extended beyond ten weeks and up to a maximum of nine months from the date the offer document was published. This extension is only permitted for voluntary tender offers and must be made through an addendum to the offer document, which must be approved by the Danish FSA and published before the original offer period expires. This option is not available for mandatory offers, which must be unconditional.

It is typical for parties to seek necessary regulatory approvals after announcing a voluntary tender offer but before publishing the offer document. This approach helps ensure that the offer complies with all applicable regulations and reduces the risk of an extension of the offer period, thereby minimising delays in the completion of the tender offer once it is launched. However, if approvals are not yet obtained, the offeror must clearly disclose this in the offer document, and may rely on the extended offer period to await clearance.

Privately held energy and infrastructure companies in Denmark are commonly acquired through share purchase agreements, often preceded by structured bilateral negotiations or competitive processes. Strategic buyers – such as utilities, infrastructure funds, or industrial players – typically seek control over assets, certificates, or integration potential. Transactions may involve earn-outs or milestone payments, especially in early-stage or development-phase projects.

Key considerations include regulatory approvals, environmental permitting, grid access rights, and certificate transferability. Due diligence often focuses on feedstock contracts (in biomethane), long-term offtake agreements (in power, CCS and PtX), and land use or zoning risks (in solar and wind). Founders should ensure corporate governance and cap table clarity, while investors must assess long-term policy stability and infrastructure readiness. State involvement – particularly in subsoil or district heating assets – can also affect transaction structure and timing.

Setting up a company in the energy and infrastructure sector is no different than setting up any other company in Denmark (see 2.1 Establishing and Financing a New Company). However, operating an energy facility requires specific approvals and is subject to special legislation, depending on the energy project being developed and operated.

The Danish Energy Agency (DEA) is the main regulatory body involved in energy projects. The DEA oversees regulation related to energy production, distribution and consumption. It is also the agency responsible for tenders and is further in charge of the different subsidy schemes in the energy market.

The Danish Environmental Protection Agency (DEPA) is responsible for environmental regulations. However, in practice, some of the DEPA’s responsibilities are handled by the relevant municipality.

The Danish Utility Regulator regulates and oversees the electricity, gas, and district heating sectors, ensuring fair competition and consumer protection.

The time required to obtain the necessary permits and approvals can vary depending on the complexity of the project and the specific sector. Generally, the process involves:

• submitting detailed project plans and environmental impact assessments to the relevant authorities;
• a review period for the authorities to review the application, which can take several months and can extend to a year or more; and
• a public consultation phase for some projects, where stakeholders can provide input and raise concerns.

Once all reviews and consultations are complete, the final permits and approvals are issued.

The primary securities market regulator for M&A transactions in Denmark is the Danish Financial Supervisory Authority (FSA), which oversees compliance with the Danish Capital Markets Act and the Takeover Order, ensuring that all public takeover bids and related activities adhere to regulatory standards.

In Denmark, there are restrictions on foreign investments in certain sectors. The Danish Investment Screening Act (DISA) requires foreign investors to obtain prior authorisation for investments in certain sensitive sectors.

Mandatory Filing

Foreign direct investment (FDI) filings are mandatory for investments in sectors deemed critical to national security or public order. This includes sectors such as energy and critical infrastructure. The threshold for mandatory filing is acquiring at least 10% of the shareholdings or voting rights or equivalent control by other means in a Danish company.

Suspensory Nature

The filing is suspensory, meaning that the investment cannot be completed until the necessary approvals are obtained from the Danish Business Authority (DBA). The DBA has a two-phase review process:

• Phase I: Initial review, which must be completed within 45 calendar days.
• Phase II: In-depth review, if required, which must be completed within 125 calendar days.

Denmark has a comprehensive national security review process for acquisitions particularly those involving foreign direct investment (FDI) – see 5.3 Restrictions on Foreign Investments.

Specific Restrictions/Considerations for Investors

The obligation to obtain prior authorisation from the DBA applies to all foreign investors. However, there are specific considerations for investors based on their country of origin. This means that investments from certain countries may be scrutinised more closely, especially if they are from regions with geopolitical tensions or where there are concerns about state influence. The DISA allows the DBA to assess whether a foreign investment potentially constitutes a threat to national security or public order.

Export Control Regulations

Denmark has export control regulations for dual-use goods and technology, which can be used for both civilian and military purposes and for arms and military technology. The DBA administers controls of dual-use goods ensuring compliance with international agreements and EU regulations as well as a national regime.

In Denmark, antitrust filing requirements for takeover offers and business combinations are governed by the Danish Competition Act and related executive orders.

Notification Thresholds

A concentration must be notified to the Danish Competition and Consumer Authority (DCCA) if, in the latest audited financial year:

• the combined aggregate turnover in Denmark of all the undertakings concerned is at least DKK900 million, and at least two of the undertakings each have an aggregate turnover in Denmark of at least DKK100 million; or
• the combined aggregate turnover in Denmark of at least one of the undertakings concerned is at least DKK3.8 billion, and the combined aggregate worldwide turnover of at least one of the other undertakings concerned is at least DKK3.8 billion.

Furthermore, even if the thresholds above are not met, the DCCA may request filing of a merger notification (call-in) if the DCCA suspects a risk that the merger will significantly impede effective competition – eg, by creating a dominant position – and the combined aggregate turnover in Denmark of the undertakings concerned exceeds DKK50 million.

Filing Process

If the above thresholds are met, a formal notification about the transaction must be submitted to the DCCA. Prior to submitting the notification, the parties are encouraged to engage in pre-notification discussions with the DCCA to clarify any issues and streamline the review process.

Following receipt of a complete merger notification, the DCCA has 25-35 working days in the Phase I review period to conduct an initial review and decide whether to approve the transaction or proceed to a more in-depth investigation. If further investigation is needed, the DCCA has an additional 90-130 working days in Phase II to complete the review.

Following the DCCA’s review, the merger may be approved, approved with conditions/commitments or prohibited.

Gun-Jumping

Where a merger filing is required, the prohibition on pre-implementation (“gun-jumping”) must be observed. This means that the parties must not implement the transaction in whole or in part before receiving merger approval.

When acquiring a company in Denmark, there are several key labour law regulations to be aware of:

• The Danish Transfer of Undertakings Act: thisprovides for the protection of employees in relation to transfers of undertakings (asset transfers, not share transfers). Its regulations apply in connection with transfers of undertakings, mergers and de-mergers, and may further apply when a business undergoes tenders, changes suppliers, or transfers activities under bankruptcy as well as in connection with transfers of parts of an undertaking. The act sets out requirements with regard to information and consultation of employees. Employee opinions are not legally binding on the management of the company, but the management is required to consider such opinions and engage in meaningful consultation with the employees/employee representatives. Non-compliance with applicable information and consultation obligations does not hinder the completion of an acquisition.
• The Danish Salaried Employees Act: this provides minimum rights for salaried employees, including statutory notice periods, a full salary during periods of absence due to illness, irrespective of length, as well as compensation in case of unfair dismissals or dismissals of employees with tenures of more than 12 years.
• Collective Agreements: thesecover a significant portion of the Danish workforce and outline the minimum rights and obligations in the employment relationship between the employer and the employees, such as minimum wage, working hours, overtime pay, pension obligations, holiday entitlements, termination notices, maternity/paternity leave, working environment, etc. Companies covered by collective agreement thus have a limited access to unilaterally changing the employment terms and conditions for employees covered by the collective agreements.
• The Danish Holiday Act: this entitles employees to five weeks’ paid holiday per year.
• The Danish Anti-Discrimination Act: this prohibits discrimination based on gender, race, and other protected characteristics.
• The Danish Collective Redundancies Act: this protects employees by mandating that employers engage in consultation with employees or their representatives and observe a minimum waiting period before implementing mass layoffs.

Works Council and Labour Consultation

In Denmark, companies with more than 35 employees are by law required to establish an employee forum, often referred to as a works council. The works council must be consulted on matters of significant importance to employees, such as major business decisions, restructuring, and redundancies.

The opinions and advice of the works council are not legally binding on the management of the company, but the management is required to consider these opinions and engage in meaningful consultation with the works council.

For companies covered by collective agreement(s), inadequate works council consultation typically constitute a penalty-sanctioned breach of such collective agreement(s).

Non-compliance with applicable information and consultation obligations does not hinder the completion of an acquisition.

Denmark does not have specific currency control regulations or require central bank approval for M&A transactions.

One of the most significant legal developments in Denmark related to energy and infrastructure M&A in the past three years is the implementation of the in 2020 adopted Danish Climate Act.

The act sets legally binding targets for reducing greenhouse gas emissions by 70% by 2030 compared to 1990 levels for Denmark and mandates the Danish government to publish an annual report on the status and outlook of climate efforts, ensuring transparency and accountability.

The act includes specific measures for various sectors, including energy and infrastructure, to ensure they contribute to the overall climate goals.

Impact on M&A

M&A transactions in the energy and infrastructure sectors have not been directly impacted by the act, but targets set in the act and incentives created to facilitate the targets being met are affecting the interests and possibilities of investors. Resulting from the act is among other things an increased focus and activity in carbon capture and storage (CCS), which is partially driven by multiple new CCS tenders and state aid being available.

The most significant legal developments in Denmark related to renewable energy over the past three years centre around three transformative initiatives: the Climate Act, the Power-to-X (PtX) Strategy the Grid Tariff Reform. These developments reflect Denmark’s ambition to become a global leader in green energy and carbon neutrality.

Climate Act and Emissions Targets

Denmark’s Climate Act, passed in 2020 and updated in recent years, legally mandates:

• a 70% reduction in greenhouse gas emissions by 2030 (compared to 1990 levels); and
• a revised target of climate neutrality by 2045, brought forward from 2050.

Denmark’s PtX Strategy, published in 2021, is a legal and policy framework to support:

• production of green hydrogen via electrolysis powered by renewable energy;
• conversion of hydrogen into fuels like ammonia and methanol for transport and industry; and
• a target of 4–6 GW of electrolysis capacity by 2030.

Recent legal developments include:

• a PtX Agreement (2022) with DKK125 billion in support;
• a guarantee of origin for hydrogen (2023), enabling market trading; and
• infrastructure planning for a hydrogen backbone from Esbjerg to Germany, backed by DKK15.7 billion in loans and subsidies.

Grid Tariff Reform and Market Integration

From January 2023, Denmark introduced a new tariff model requiring renewable energy producers to pay geographically differentiated grid connection fees, a move aimed at balancing infrastructure costs and encouraging strategic siting of projects.

In Denmark, the listed target company is not obliged to give the offeror access to due diligence. However, as most takeover offer processes in Denmark are completed as “friendly” takeovers, the target company usually allows the offeror to conduct limited due diligence, typically carried out in connection with the negotiation of transaction documents and prior to the publication of the offeror’s decision to make a takeover offer. Accordingly, the board of directors has significant discretion in determining the level of due diligence information to be provided.

The target company can provide a range of due diligence information to offerors, including financial statements, business plans, legal documents, and operational data. However, the level of detail and type of information shared can vary depending on the nature of the transaction and the company’s policies. The board of directors must balance the need to provide sufficient information for offerors to make informed offers with the need to protect sensitive company information.

Public companies are not legally required to provide the same information to all offerors. However, to ensure fairness and avoid potential legal challenges, it is common practice to offer similar levels of information to all credible offerors.

In case the offeror gains access to inside information, such inside information must be disclosed to the public before the offer is completed.

In Denmark, legal restrictions on due diligence in energy and infrastructure transactions arise from competition law, data protection regulation, and sector-specific confidentiality rules.

Under antitrust regulation, parties must ensure that competitively sensitive information is not disclosed to individuals from acquiring companies who operate in the same market as the target. This may require the establishment of “clean teams” – isolated groups of advisors or personnel who can access such information without risking unlawful coordination or market distortion.

Denmark is subject to the General Data Protection Regulation (GDPR), supplemented by the Danish Data Protection Act (DDPA). Due diligence must comply with strict requirements for necessity, proportionality, and confidentiality. Personal data should be anonymised or pseudonymised where possible, and sensitive data may not be processed unless specific legal grounds exist.

Additionally, the Danish Act on Strengthened Preparedness in the Energy Sector imposes confidentiality obligations on information related to physical security, cybersecurity, and operational preparedness. Such information may not be disclosed if it is essential to the functioning of the company or the energy supply at local, national, or EU level. These restrictions must be considered when structuring data room access and determining which documents can be shared during due diligence.

In Denmark, a decision to make a public tender offer must be disclosed immediately to ensure transparency and market integrity. In the case of mandatory tender offers, the obligation to make a public offer must be announced as soon as the obligation arises.

Additionally, the actual offer document must be made public within four weeks from the publication of the decision. This four-week period begins from the date the decision to make the offer is announced.

Publication must occur via an announcement that reaches the public through electronic media in the countries where the target company’s shares are admitted to trading on a regulated market. This typically includes platforms such as Nasdaq Copenhagen or other relevant regulated markets.

The offeror or the target company must notify the Danish FSA and the regulated market where the shares are traded no later than at the time of publication. The Danish FSA will then publish the notice on its website.

Prospectus Requirement

Depending on the size of the offer, a prospectus is generally required for the issuance of shares in a stock-for-stock takeover offer or business combination. The prospectus must comply with the EU Prospectus Regulation (Regulation (EU) 2017/1129), which mandates detailed disclosures and must be approved by the Danish FSA before the shares can be issued.

A prospectus is required when the offer of new shares does not fall within the exemptions from the obligation to publish a prospectus, as set out in the EU Prospectus Regulation.

Such exemptions include, among others:

• public offerings and listings of securities fungible with securities already admitted to trading, provided the new securities represent no more than 30% of the existing securities over a 12-month period; and
• public offers and admissions of fungible securities that have been continuously listed for at least 18 months.

Listing Requirements for Buyer’s Shares

The offeror’s shares do not necessarily need to be listed on a specified exchange in the home market or other identified markets for the transaction to proceed. However, if the shares are to be offered to the public or admitted to trading on a regulated market (eg, Nasdaq Copenhagen), they must meet the listing requirements of that market.

Prospectus

If an offeror is required to publish a prospectus in connection with a stock-for-stock transaction, the EU Prospectus Regulation stipulates that, where the transaction constitutes a significant gross change, the prospectus must include a description of how the transaction might have affected the offeror’s assets, liabilities, and earnings had the transaction been undertaken at the commencement of the reporting period or at the date being reported.

This requirement is typically satisfied by including pro forma financial information, accompanied by a report prepared by independent accountants or auditors.

The pro forma financial information must consist of:

• an introduction setting out, among other things, the details of the transaction;
• a profit and loss account, a balance sheet, or both;
• accompanying notes; and
• where applicable, the financial and interim financial information of the acquired (or to-be-acquired) businesses or entities used in the preparation of the pro-forma financial information.

Accounting Policies

The pro forma financial information must be prepared in a manner consistent with the accounting policies adopted by the offeror in its most recent or forthcoming financial statements.

Tender Offers (Offer Document)

There are no formal requirements to produce financial statements (pro forma or otherwise) in an offer document related to a tender offer.

Mergers (Merger Plan)

There are no formal requirements to produce financial statements (pro forma or otherwise) in connection with a merger.

Depending on the transaction structure, certain transaction documents must be filed with the relevant authorities to ensure regulatory oversight and compliance with applicable laws.

Key Filing Requirements (Takeovers)

The offer document must be filed with and approved by the Danish FSA. There is no requirement to file any transaction agreement between the target company and the offeror. Furthermore, there is no requirement to file copies of irrevocable undertakings entered into with major shareholders of the target company. If a prospectus is prepared in connection with a stock-for-stock takeover offer, it must be filed with and approved by the Danish FSA.

Key Filing Requirements (Mergers)

For mergers involving Danish listed companies, transaction documents such as the merger plan, the merger statement, and the decision/shareholder approval must be filed with the Danish Business Authority. There is no requirement to file the business combination agreement between the merging companies.

If a transaction meets certain thresholds, it may need to be notified to the Danish Competition and Consumer Authority for approval.

No specific or additional duties arise for the board of directors in connection with a business combination.

Under Danish law, the members of the board of directors have a general duty to look after the interests of the company. This is identical to the interests of the company’s shareholders up until the time when it becomes clear that the company is at the risk of going bankrupt. From this time onwards, the interest of the company becomes identical with the interest of the company’s creditors.

It is possible for boards of directors to establish special or ad hoc committees – eg, to handle specific aspects of a business combinations or to avoid conflicts of interest.

In large business combinations, it is common for the board of directors to make use of committees while they are uncommon in smaller business combinations.

In Denmark, it is common for the boards of directors to be included in the whole transaction process, including negotiations, setting up a virtual data room and providing other necessary assistance. Most transactions are completed with the assistance of the board of directors.

It is seldom the case that the board of directors’ decision to recommend a transaction is challenged by the shareholders.

In Denmark, most transactions are carried out with the support of external advisers, including legal counsel and other professionals, depending on the nature and complexity of the transaction.

Types of Independent Advice

• Legal advisers: legal advisers provide guidance on the legal aspects of the transaction, including compliance with applicable laws and regulations, drafting and reviewing transaction documents, and advising on potential legal risks.
• Financial advisers: these play a key role in evaluating the financial implications and commercial feasibility of a transaction. They assist in valuing the target company, structuring the deal, and analysing the financial benefits and risks. In public M&A transactions, they are often engaged to provide a fairness opinion. In some cases, they also advise on matters related to the investor base and investor relations strategy.
• Accountants: accountants may be engaged to perform an “outside-in” analysis of the target company’s financials, including the expected post-transaction equity structure. They may also advise on tax implications and accounting treatment of the transaction.
• Public relations firms: PR firms may be engaged to manage communications and public perception, helping to maintain a positive image and stakeholder confidence during the takeover process.
• Settlement agent: a settlement agent, typically a bank, must be engaged to handle acceptances, clearance, and settlement with the Danish Central Securities Depository (Euronext Securities Copenhagen), including settlement in a subsequent compulsory acquisition or squeeze-out. This agent is appointed by the offeror, not the target company’s board.

A fairness opinion is commonly obtained from a financial adviser, particularly in public M&A transactions. While not legally required, it is considered best practice for the target company’s board to obtain such an opinion to support its assessment of the offer. This helps directors fulfil their fiduciary duties by providing an independent evaluation of the financial fairness of the transaction.