Overtagelsen

Overtagelsen refers to the process by which one entity gains control of another by acquiring a substantial stake in its voting shares or its assets. It is a central mechanism in corporate development and can lead to changes in management, strategy, and operations.

Overtagelser can be friendly or hostile. A friendly takeover occurs with the consent of the target’s board and often involves negotiated terms and cooperation. A hostile takeover proceeds despite opposition from the target’s management, typically through direct offers to shareholders or market purchases intended to reach a controlling stake.

Common mechanisms include tender offers, where the bidder offers to buy a specified number of shares at a set price, and mergers, where the two companies combine under a joint structure. Takeovers may be executed through share deals, asset deals, or a combination, and may involve gradual accumulation or “creeping” acquisitions aimed at building control over time.

The takeover process typically involves several steps: identifying a target, conducting due diligence, determining valuation and financing (cash, debt, or stock), making and communicating an offer, obtaining shareholder acceptances or approvals, and securing regulatory clearances, including competition and securities laws. If successful, the acquirer gains control and proceeds with integration and strategic realignment; if unsuccessful, the bidder may abandon the approach or revise terms.

Legal and governance aspects focus on protecting shareholders’ interests, ensuring fair treatment, and adhering to disclosure obligations. Target boards have fiduciary duties in evaluating bids, and jurisdictions may provide defenses for targets (such as standstill arrangements or other protective measures) and mechanisms to address antitrust concerns.