Tilbudsbrevet

Tilbudsbrevet, literally meaning "the offer letter," is the formal document used in Danish takeover bids. Issued by the offeror to the shareholders of the target company, it sets out the bid’s terms, including the price per share, the form of consideration, the total value of the offer, how and when settlement will occur, and the conditions that must be satisfied for the bid to succeed. It also provides the timetable, the acceptance period, and any conditions precedent such as financing, regulatory approvals, or antitrust clearances.

The document ordinarily describes the offeror and its financing arrangements, explains risk factors, and states the rights of shareholders under the bid. It may include a recommendation or assessment from the target’s board and, in some cases, a fairness opinion from a financial adviser. The Tilbudsbrev is a central point of information for shareholders deciding whether to tender their shares and is subject to relevant Danish securities laws and exchange rules.

If the bid is successful, the offer may lead to a change of control in the company and can trigger further regulatory or corporate actions, including potential mandatory bid obligations if certain thresholds are exceeded. The Tilbudsbrev thus plays a key role in transparency and protection of shareholders in takeovers, and its precise content and requirements are determined by the applicable Danish legal framework and market rules.