Overtagelsesaftalen

Overtagelsesaftalen, literally the takeover agreement, is a private, written contract used in Danish corporate transactions to govern a potential takeover. It is typically negotiated between an acquiring party and the target company or its controlling shareholders during discussions around a proposed bid. The agreement aims to set terms and create a structured process for the possible transaction, including an indicative timetable, price expectations, and the manner of consideration.

Common provisions cover exclusivity and non-solicitation arrangements (often referred to as a lock-up or no-shop clause), which can restrict the target from pursuing other offers for a defined period. It also typically addresses the price or price mechanism (cash, shares, or a combination), the conditions to closing (such as regulatory approvals, due diligence results, and absence of material adverse changes), and termination rights. Other elements may include confidentiality obligations, representations and warranties, post-closing arrangements, and remedies for breach. The agreement may also outline the scope and conduct of due diligence and information sharing during negotiations.

In Danish law, overtagelsesaftalen is governed by general contract law and is subject to applicable securities, corporate, and competition rules. It is commonly used in friendly takeovers to secure a preferred offer and expedite negotiations, but it can also appear in more complex or contested transactions. The legal effect and enforceability depend on the specific drafting, regulatory context, and compliance with relevant statutes, making professional legal review advisable in any negotiated takeover process.