Merger Guidelines

The purpose of these guidelines is to inform companies and advisors who are about to file a notification of a merger to the Competition and Consumer Authority of the way a merger case proceeds under the rules of the Competition Act. This information should contribute to ensuring efficiency in organizing the process.

The merger control rules are provided by Part 4 of the Competition Act and the Executive Order on the Notification of Mergers as well as the Executive Order on the Calculation of Turnover in the Competition Act. Subject to the rules, mergers of a certain size must not be implemented before they have been assessed and approved by the Competition and Consumer Authority or by the Competition Council. The level of the turnover of the undertakings concerned shall determine whether a merger must be notified to and assessed by the Competition Council.

A number of amendments of the merger rules entered into force on 1 October 2010. Among other things, the turnover limits for when a merger becomes notifiable to the Competition and Consumer Authority have been lowered. In addition, a simplified procedure for uncomplicated mergers was introduced. Simultaneously, new notification forms were adopted; i.e. a simplified notification form and a full notification form for the notification of mergers. Finally, the time-limits within which the Competition and Consumer Authority must have completed its assessment of a notified merger were amended. The introduction of these changes has brought about a further approximation of the Danish merger control rules towards the EU
merger control rules.

In 2013, a number of additional changes have been made to the merger rules. The most important change is that, with effect from 1 August 2013, a fee has been introduced for the notification of mergers.

These guidelines first describe the requirements for notifications of mergers to the Competition and Consumer Authority. Subsequently the guidelines describe the advantages of prenotification contacts between the parties to a merger and the Competition and Consumer Authority. Furthermore, the guidelines describe the rules for the notification of mergers and the time-limits for the assessment of a notified merger, including the possibility of having a merger assessed according to the simplified procedure. This section is followed by a section that briefly explains the Competition and Consumer Authority’s assessment of a merger, including the Authority’s statement of preliminary concerns with respect to a merger and the possibility of obtaining an approval of a merger subject to remedies.

The specific provisions of the Executive Order on the Notification of Mergers are explained in  a separate set of guidelines (Guidelines on the Notification of Mergers and on Merger Fees). These guidelines describe the rules on the notification of mergers, including rules on which parties who must notify the merger, the rules concerning fees, rules on when a merger may be notified according to the simplified procedure, and rules on when a notification is complete.