Merger Control in Denmark

1. Introduction

Merger control in Denmark is principally governed by Part 4 of the Danish Competition Act, especially Section 12 and following provisions, together with the Danish rules on notification and calculation of turnover. The system is administered primarily by the Danish Competition and Consumer Authority (DCCA) and the Danish Competition Council.

The central purpose is to prevent concentrations that significantly impede effective competition (SIEC), particularly through the creation or strengthening of a dominant position. Danish merger control substantially reflects the EU merger-control model.

A significant recent development is Denmark's ability, since 1 July 2024, to require notification of certain below-threshold mergers where Danish turnover is at least DKK 50 million and there is a risk of a significant impediment to effective competition.

2. Legal Framework

A. Danish Competition Act

The principal statutory provisions are contained in Sections 12–12 p of the Danish Competition Act dealing with merger control.

A "merger" or concentration may include:

• merger of previously independent undertakings;
• acquisition of sole control;
• acquisition of joint control;
• acquisition of assets constituting a business;
• creation of a full-function joint venture.

The authority therefore examines control, rather than merely formal ownership.

For example, the DCCA treated acquisition of 100% of a target's shares as acquisition of sole control in recent cases such as Rambøll/Envidan and Semler/MAN Truck & Bus Danmark.

3. Danish Merger Notification Thresholds

A transaction generally becomes subject to Danish merger control where:

Threshold 1

The parties collectively have Danish annual turnover exceeding DKK 900 million, and at least two parties each have Danish annual turnover exceeding DKK 100 million.

Threshold 2

At least one participating undertaking has Danish annual turnover exceeding DKK 3.8 billion, while at least one other participating undertaking has worldwide turnover exceeding DKK 3.8 billion.

These thresholds are important because Denmark can capture transactions that are relatively small internationally but commercially important in Denmark.

4. Below-Threshold Merger Intervention

One of the most important recent developments is Denmark's below-threshold merger control mechanism.

From 1 July 2024, the DCCA can require notification where:

1. the parties' aggregate Danish turnover is at least DKK 50 million; and
2. there is a risk that the transaction will significantly impede effective competition, particularly through creation or strengthening of a dominant position.

The DCCA normally has three months from the relevant triggering event—such as conclusion of a merger agreement, publication of a takeover bid or acquisition of controlling interest—to require notification, subject to special circumstances.

This mechanism is particularly significant for:

• digital platforms;
• technology start-ups;
• innovative businesses;
• nascent competitors;
• markets with high entry barriers;
• acquisitions of firms with relatively low present turnover but significant competitive potential.

Recent example: Uber/Dantaxi

In Uber's acquisition of Dantaxi, the Danish Competition Council stated in August 2026 that it was the first merger below the ordinary turnover thresholds that the Danish authority had required to be notified because of concerns that it could significantly impede competition.

This demonstrates that Danish merger control is no longer exclusively a turnover-threshold system.

5. Substantive Test — SIEC

The central substantive test is whether the merger will significantly impede effective competition.

The analysis considers, among other things:

• market shares;
• concentration;
• closeness of competition;
• unilateral effects;
• coordinated effects;
• barriers to entry;
• buyer power;
• potential competition;
• vertical relationships;
• conglomerate effects;
• access to essential inputs;
• network effects;
• innovation;
• efficiencies;
• failing-firm considerations where relevant.

The creation or strengthening of a dominant position is particularly important, but dominance is not the only possible basis for intervention.

6. Relevant Market Definition

The authority generally examines both:

Product market

What products or services are sufficiently substitutable?

Geographic market

Over what geographic area do competitive conditions remain sufficiently homogeneous?

Depending on the transaction, the authority may examine:

• national markets;
• regional markets;
• local markets;
• customer-specific markets;
• wholesale and retail markets separately.

Market definition is particularly important in Danish merger cases involving:

• retail stores;
• telecommunications;
• broadband;
• banking;
• energy;
• transport;
• digital services.

The DCCA expressly notes that it must establish which markets are affected and how the relevant product/service and geographic markets should be defined.

7. Horizontal Mergers

A horizontal merger combines competitors at the same level of the supply chain.

Typical concerns include:

• elimination of a close competitor;
• increased market concentration;
• increased prices;
• reduced quality;
• reduced choice;
• reduced innovation;
• coordinated behaviour.

Example

If two major Danish supermarket chains merge, the authority may investigate:

market shares → local overlaps → closeness of competition → alternative suppliers → entry barriers → buyer power → possible remedies.

8. Vertical Mergers

A vertical merger involves businesses operating at different levels.

Examples include:

• manufacturer + distributor;
• platform + seller;
• telecom network + service provider;
• energy producer + retailer.

Possible theories of harm include:

Input foreclosure

The merged company could restrict competitors' access to an important input.

Customer foreclosure

The merged company could restrict competitors' access to customers.

Raising rivals' costs

The merged company could make competing businesses operate less efficiently.

9. Conglomerate and Digital Merger Concerns

Modern Danish merger control can also examine transactions involving:

• digital platforms;
• data;
• algorithms;
• cloud infrastructure;
• payment systems;
• advertising technology;
• online marketplaces;
• network effects.

The below-threshold mechanism is particularly relevant where a target has modest current revenue but may represent a significant competitive constraint.

10. Phase I and Phase II Review

Danish merger control generally involves two stages.

Phase I

The authority initially examines whether the transaction raises sufficiently serious competition concerns.

The DCCA states that it generally has 25 working days to examine a complete notification during Phase I.

Possible outcomes:

1. unconditional clearance;
2. clearance subject to commitments;
3. initiation of Phase II.

Phase II

A more extensive investigation may be undertaken where serious competition concerns exist.

The DCCA indicates an additional period of approximately 90 working days for Phase II, subject to applicable extensions and procedural circumstances.

11. Simplified Procedure

Transactions presenting little competitive overlap can qualify for simplified notification.

This reduces administrative burdens where, for example:

• there are no significant horizontal overlaps;
• vertical relationships are limited;
• market shares remain low;
• the parties have limited activities in related markets.

Numerous recent Danish transactions have been cleared through simplified procedures, including HEARTLAND/Sports Group Denmark, Rambøll/Envidan, and Per Aarsleff/CG Jensen and related companies.

12. Standstill Obligation

A notifiable merger generally cannot be implemented before approval.

This is known as the standstill requirement.

Accordingly, parties should not:

• transfer control prematurely;
• integrate businesses;
• coordinate competitively sensitive activities as though they were one company;
• exercise acquired control before clearance.

Violation can lead to significant enforcement consequences.

13. Remedies and Commitments

Where a merger creates competition concerns but can be remedied, the parties may offer commitments.

Structural remedies

Examples:

• divestiture of a business;
• sale of assets;
• sale of stores;
• divestiture of customers or contracts;
• disposal of infrastructure.

Behavioural remedies

Examples:

• access commitments;
• non-discrimination obligations;
• licensing;
• supply obligations;
• interoperability.

The DCCA emphasises that commitments must completely and effectively address the identified competition concerns.

14. Important Danish Merger-Control Cases

Case 1 — Lemvigh-Müller / Brdr. A & O Johansen (2008)

This is one of the most important Danish examples of an actual prohibition.

The parties were major wholesalers of, among other things:

• plumbing products; and
• electrical products.

The Danish Competition Council concluded that the merger would significantly restrict competition in the relevant markets.

The parties proposed commitments, but the authority concluded that those commitments would not adequately eliminate the competition problems.

The merger was therefore prohibited.

Principle

The case demonstrates that:

Commitments are not automatically sufficient; where remedies cannot effectively remove the competitive harm, prohibition remains available.

15. Case 2 — Imerco / Inspiration (2017)

The merger involved two major competitors in Danish retail sales of household/home products.

The Competition Council identified significant competition concerns and required commitments.

Imerco was permitted to acquire only approximately half of Inspiration's stores, while the existing owner was required to continue operating the remaining stores and develop a viable competing chain.

The merger was ultimately approved subject to commitments.

Principle

This illustrates the importance of:

• local market overlaps;
• elimination of competitors;
• maintaining an independent competitive chain;
• structural divestiture remedies.

It is an important example of conditional clearance through structural remedies.

16. Case 3 — GlobalConnect / Nianet (2018)

The merger involved two telecommunications companies.

The Danish Competition Council identified concerns relating particularly to housing services in the Aarhus area, i.e. services involving space in data centres.

GlobalConnect offered commitments requiring the divestiture of Nianet's relevant housing activities.

The Council subsequently approved the transaction subject to those commitments.

Principle

The case demonstrates that merger control may focus on a specific regional sub-market, even where the merging parties operate on broader national markets.

It also demonstrates the importance of:

• data-centre infrastructure;
• regional competitive constraints;
• divestiture remedies.

17. Case 4 — DONG / Elsam / Energi E2 / Frederiksberg Elnet / Københavns Energi (2006)

This was a major Danish energy-sector transaction.

The transaction was examined in close cooperation between the Danish competition authorities and the European Commission.

Competition concerns principally arose in several natural-gas markets, including:

• retail gas;
• wholesale gas;
• gas storage.

The authorities concluded that the transaction could eliminate actual and potential competition and increase barriers to entry.

Commitments included:

• sale of the Lille Torup natural-gas storage facility;
• a substantial gas-release programme;
• measures facilitating customer switching.

The transaction was approved subject to those commitments.

Principle

The case is important for understanding:

• input foreclosure;
• access to infrastructure;
• potential competition;
• energy-market concentration;
• structural and behavioural remedies.

18. Case 5 — Norlys / EWII Fibernet (2025)

The transaction concerned the acquisition of EWII Fibernet by Norlys.

The Competition Council identified concerns that the transaction could reduce competition for broadband and television services and potentially lead to higher prices for customers.

Norlys offered commitments ensuring that seven antenna associations in the Triangle Region would receive broadband and television services from another provider.

The transaction was then approved subject to the commitment.

Principle

The case demonstrates the importance of:

• regional infrastructure competition;
• customer foreclosure;
• access to telecommunications customers;
• remedies directed at preserving an alternative supplier.

19. Case 6 — Uber / Dantaxi (2026)

This is particularly significant for contemporary Danish merger control.

In August 2026, the Danish Competition Council approved Uber's acquisition of Dantaxi subject to commitments.

The authority stated that, without intervention, the transaction presented a risk of:

• higher taxi prices; and
• the market becoming dominated by one major undertaking.

Uber agreed, among other things, to divest a substantial part of Dantaxi.

Most importantly, the authority stated that this was:

• the first Danish merger intervention involving a transaction that had already been completed; and
• the first below-threshold merger that the authority had required to be notified under the newer Danish below-threshold regime. 

Principle

Uber/Dantaxi illustrates the increasing importance of:

• below-threshold transactions;
• nascent competitive concerns;
• completed-merger intervention;
• structural remedies;
• platform/network effects.

20. Case 7 — A.P. Møller-Mærsk / Damco / Pilot Air Freight (2022–2025)

This case is particularly important for procedural merger control.

Damco USA acquired Pilot Air Freight Holdings in 2022. The transaction should have been notified and approved under Danish merger-control rules but was completed without prior approval.

The parties subsequently notified the transaction, and the DCCA approved it without intervention because it did not consider that the transaction significantly impeded effective competition.

However, the failure to notify and the implementation before approval resulted in enforcement proceedings.

In June 2025, the Maritime and Commercial Court imposed a DKK 10 million fine on A.P. Møller-Mærsk.

Principle

The case demonstrates that:

A transaction can ultimately be substantively harmless and still generate liability for failure to comply with notification and standstill obligations.

This distinction is crucial in Danish merger practice.

21. Case 8 — Nykredit / Spar Nord Bank (2025)

The DCCA approved Nykredit's acquisition of Spar Nord Bank without intervention.

The authority conducted a Phase I investigation and relied on:

• information from the parties;
• information from market participants;
• previous investigations into banking and mortgage-credit markets;
• a market investigation concerning banks participating in the Totalkredit cooperation. 

Principle

The case illustrates that a significant transaction in a concentrated sector is not automatically problematic.

The authority conducts an evidence-based assessment of whether the particular transaction produces an SIEC.

22. Case 9 — JP/Politikens Hus / Altinget / Mandag Morgen (2026)

The DCCA approved JP/Politikens Hus's acquisition of Altinget and Mandag Morgen.

The transaction was cleared under a simplified procedure.

An additional media-specific issue arose because Danish rules introduced in 2025 require certain media mergers to be notified to the Radio and Television Board, which assesses effects on media pluralism and editorial independence.

The Board concluded that the transaction did not have the relevant significant effects, after which the DCCA proceeded with its competition assessment.

Principle

The case demonstrates that Danish merger transactions can involve sector-specific regulatory review alongside ordinary competition-law merger control.

23. European Commission Dimension

Denmark is an EU Member State, so the EU Merger Regulation (EUMR) is highly relevant.

Large concentrations meeting the EU thresholds normally fall within the European Commission's jurisdiction.

Denmark can nevertheless play an important role through:

• national merger control;
• referrals to the Commission;
• cooperation with the Commission;
• market-specific investigations.

MasterCard / Nets

A significant example is MasterCard/Nets, where the Danish Competition and Consumer Authority requested a referral to the European Commission under Article 22 EUMR concerning MasterCard's acquisition of Nets' account-to-account payment business.

This demonstrates the importance of EU-national interaction in Danish merger control.

24. Merger Control Decision-Making Framework

A practical Danish merger analysis can be structured as follows:

Step 1 — Identify the transaction

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Step 2 — Determine whether there is a change of control

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Step 3 — Calculate Danish/worldwide turnover

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Step 4 — Apply Danish notification thresholds

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Step 5 — Consider below-threshold intervention

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Step 6 — Determine EU Merger Regulation jurisdiction

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Step 7 — Define relevant product and geographic markets

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Step 8 — Identify horizontal, vertical and conglomerate overlaps

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Step 9 — Analyse SIEC

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Step 10 — Assess unilateral/coordinated effects

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Step 11 — Consider efficiencies and countervailing buyer power

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Step 12 — Develop remedies if necessary

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Step 13 — Phase I / Phase II investigation

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Step 14 — Clearance, conditional clearance or prohibition

25. Key Competition Concerns

26. Remedies: Structural vs Behavioural

Structural remedies

Usually include:

• divestiture;
• sale of stores;
• sale of infrastructure;
• sale of business units;
• transfer of customer relationships.

Examples include Imerco/Inspiration, GlobalConnect/Nianet, DONG/energy transactions, Norlys/EWII, and Uber/Dantaxi.

Behavioural remedies

May include:

• access commitments;
• non-discrimination;
• supply commitments;
• licensing;
• customer-release mechanisms.

DONG's gas-release arrangements are an important example.

27. Gun-Jumping Risk

Danish law places substantial importance on the standstill obligation.

Gun-jumping can arise where parties:

• implement the transaction before clearance;
• exercise control prematurely;
• exchange competitively sensitive information improperly;
• integrate operations before authorisation.

The A.P. Møller-Mærsk/Damco/Pilot case demonstrates the financial consequences of failing to comply with the notification and prior-approval requirements.

28. Key Case-Law Principles — Summary

29. Conclusion

Danish merger control combines the EU SIEC model with a significant national enforcement framework under the Danish Competition Act. The system is particularly important because Denmark has relatively sophisticated mechanisms for examining local, regional and infrastructure markets, while recent reforms have substantially expanded scrutiny of below-threshold acquisitions.

The case law shows three broad approaches:

1. Unproblematic mergers may be cleared quickly, including through simplified procedures.
2. Potentially harmful mergers may be approved after effective structural or behavioural commitments.
3. Unremediable competition problems can result in prohibition, as illustrated by Lemvigh-Müller/Brdr. A & O Johansen.

The Uber/Dantaxi development is especially significant for modern Danish merger control because it demonstrates that turnover thresholds no longer provide a complete safe harbour for competitively significant acquisitions.

Overall, the Danish system can therefore be understood as:

Notification thresholds → possible below-threshold call-in → market definition → SIEC analysis → Phase I/Phase II → remedies where possible → prohibition where effective remedies cannot resolve the competitive harm.