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What information should be published in a business combination or a public company acquisition?

Depends on what kind of structure is used?

Information disclosure rules apply in different situations. In the market abuse regulation and the Danish Capital Markets Act, general disclosure obligations for companies listed in a regulated market or a multilateral trading facility in Denmark are provided for. These companies shall disclose in-house data where this is directly related to their business; in-house information here means that information that has not been made public and that is likely to have a remarkable effect on the pricing of the company's shares if, for example, commercial combination agreements are made public. rent in qatar

Public bids, both obligatory and voluntary, shall be made pursuant to the provisions laid down in the Danish Capital Markets Act and Takeover Orders. Where a mandatory bid is required or a decision to make a voluntary bid is taken, the bidder shall, by way of an announcement in that respect, distribute the information to the public via electronic media that at the least cover the public in the countries where the target company shares are traded on a regulated or alternative market. In addition, a biddoc containing information regarding financial and other terms of the offer, including the time limit for accepting the offer and any other information that is considered necessary for the shareholders to reach an informed decision concerning the offer shall be made public by the bidder. A statement in which the offer shall be reviewed by the board of directors of the target company and the opinion of the board on any advantages and disadvantages within the first half of the offer period shall be communicated to the public.

As regards merger business combinations, the Law of the Danish Companies requires that the board of directors of each of the merging companies provide the shareholders, including information on the pricing of the shareholdings, with a written statement explaining in detail the merger plan. The statement may be omitted if unanimously decided by all shareholders. Moreover, in each of the merging companies an impartial assessor shall prepare a written opinion on the merger plan including statements on the position of the creditors of the companies. These views are also forwarded to the DBA. However, both the opinion on the merger plan and the statement regarding the position of the creditors may be omitted if all shareholders so decide unanimously. Finally, a merger may require a prospectus or an extensive company notice approved by the FSA to be published.

The Danish Law on the Rights of Employees in Event of Business Transfers (Directive 2001/23/EC) provides for the employees to be informed of the transfer of business, as much as possible, in a reasonable period of time. Employees are informed of the date of the transfer of business, reasons for the transfer, financial and social implications for the employees, and so on. In the event of mass redundancies, the employer must inform certain public employment boards before termination of any contracts of employment.

Disclosure of significant shares

What are the requirements for disclosure for owners of large shares in a public company? Are the requirements affected when the company is a company member?

The owner, if a certain amount has been changed, of substantial shares in both listed and non-listed companies, limited partnerships and certain other legal entities shall communicate information to the company and, in addition, the information is registered in the IT system of the DBA in which that information is made available to the general public. The information provided above shall also be communicated to the Danish Financial Supervisory Authority with regard to the listed companies and the Company shall make the information available without undue delay to the market.

In addition, non-listed companies identify their beneficial owners, both Danish and foreign natural individuals. Beneficial ownership exists where a person owns or controls, directly or indirectly, more than 25% of the company's ownership interests or otherwise controls the company via one or more subsidiaries. Information on beneficial owners of the unlisted company shall be registered in the IT system of DBA. The benefit requirement for ownership does not apply to coded companies.

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