Merger Notification Thresholds in Denmark

1. Introduction

Denmark operates a mandatory merger-control regime under Chapter 4 of the Danish Competition Act. The principal jurisdictional test is based on the turnover of the undertakings concerned, rather than transaction value.

The Danish Competition and Consumer Authority (DCCA) reviews transactions that may significantly impede effective competition. The ordinary notification thresholds are supplemented by a special below-threshold call-in power introduced from 1 July 2024, which is particularly important for acquisitions of smaller but competitively significant businesses.

2. Statutory Framework

The principal provision is Section 12 of the Danish Competition Act.

A transaction falls within Danish merger control where it satisfies one of the statutory jurisdictional tests.

A. DKK 900 million / DKK 100 million threshold

A merger is notifiable where:

1. the parties' combined annual turnover in Denmark is at least DKK 900 million, and
2. each of at least two undertakings concerned has Danish annual turnover of at least DKK 100 million. 

Thus, both elements must be satisfied.

Example

Suppose:

Combined Danish turnover = DKK 950m.

A, B and C are therefore above the aggregate DKK 900m threshold, and at least two parties exceed DKK 100m.

The transaction falls within the ordinary Danish turnover jurisdiction.

3. DKK 3.8 Billion Alternative Threshold

The second principal test is substantially different.

A merger is caught if:

• at least one undertaking has Danish turnover of at least DKK 3.8 billion, and
• at least one other undertaking has worldwide turnover of at least DKK 3.8 billion. 

This test is particularly relevant to transactions involving a very large business with a significant Danish presence and another large international business.

Example

Even if the target has comparatively limited Danish turnover, the alternative threshold may bring the transaction within Danish merger control.

4. Turnover of the Undertakings Concerned

The calculation does not simply look at the revenue of the individual legal entity signing the transaction.

The Danish merger guidelines explain that the turnover of an undertaking concerned generally includes the turnover of the group to which that undertaking belongs, including relevant parent companies, affiliates and subsidiaries.

Therefore, parties undertaking merger screening must identify:

• the acquiring undertaking;
• the target;
• relevant controlling entities;
• subsidiaries;
• other entities belonging to the relevant economic group; and
• the appropriate Danish and worldwide turnover.

This prevents companies from artificially avoiding merger notification by structuring the transaction through a relatively small subsidiary.

5. What Constitutes "Turnover in Denmark"?

The important jurisdictional concept is Danish turnover.

The analysis therefore asks whether the relevant undertaking generates turnover attributable to Denmark rather than simply asking whether it has:

• a Danish subsidiary;
• Danish shareholders;
• a Danish parent;
• Danish employees; or
• a corporate registration in Denmark.

The turnover calculation rules contained in the Danish merger-control framework determine which revenues should be attributed to Denmark.

Consequently, multinational transactions frequently require a detailed turnover allocation exercise before the notification obligation can be determined.

6. Below-Threshold Merger Call-In

One of the most important recent developments is the Danish authority's ability to require notification of certain transactions even when the ordinary thresholds are not satisfied.

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

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

This represents a major change from a purely turnover-based notification system.

Important distinction

The DKK 50 million figure is not a general mandatory notification threshold.

Rather:

DKK 50 million + competitive-risk test = potential DCCA call-in.

Companies below the ordinary thresholds therefore do not automatically have to notify every transaction.

The DCCA must make the additional qualitative assessment required by Section 12(6).

7. Time Limit for Below-Threshold Call-In

The DCCA generally cannot require notification later than three months after:

• the merger agreement is concluded;
• a takeover bid is made public; or
• a controlling interest is acquired,

subject to exceptional circumstances.

The 2024 guidelines also contemplate exceptional circumstances in which notification can be required within a longer period following completion.

This creates an important practical consideration: below-threshold transactions should not automatically be regarded as permanently outside Danish merger control.

8. Electronic Communications Referral

The Competition Act also contains a separate jurisdictional route concerning mergers between commercial providers of electronic communications networks in Denmark.

Where the Danish Business Authority makes a referral under the electronic communications legislation, the transaction can come within Danish merger control even apart from the ordinary turnover tests.

This is particularly relevant to:

• telecommunications;
• network infrastructure;
• communications networks; and
• potentially significant digital infrastructure transactions.

9. Notification Does Not Mean Automatic Prohibition

Meeting a notification threshold establishes jurisdiction, not illegality.

Once a transaction is notifiable, the substantive question becomes whether it would:

significantly impede effective competition.

The DCCA can therefore:

1. approve the transaction unconditionally;
2. approve it subject to commitments; or
3. prohibit it.

The Danish system consequently separates jurisdictional threshold analysis from the substantive competitive-effects analysis.

10. Standstill Obligation

A transaction requiring Danish merger approval generally cannot be implemented before clearance.

This is particularly important because the Danish authorities can impose sanctions for implementing a transaction without the required notification or approval.

The 2025 Mærsk judgment demonstrates the practical importance of this obligation.

11. Six Important Danish Merger Cases

Because this topic concerns notification thresholds, the most useful cases are those illustrating jurisdiction, notification, below-threshold review, and implementation rather than simply substantive market-definition decisions.

Case 1 — A.P. Møller-Mærsk / Damco USA – Pilot Air Freight

Danish Maritime and Commercial High Court, 2025

This is one of the clearest modern illustrations of the Danish notification obligation.

Damco USA, an indirect subsidiary of A.P. Møller-Mærsk, acquired Pilot Air Freight Holdings. The transaction had already been approved by U.S. authorities, but the combined group turnover also exceeded the Danish merger thresholds.

The transaction was therefore required to be notified in Denmark.

Mærsk discovered the error after implementation and contacted the DCCA. The Danish court imposed a DKK 10 million fine for failure to notify and for implementing the transaction without Danish approval.

Significance

The case demonstrates:

• Danish thresholds apply independently of foreign merger clearance;
• multinational parties must perform jurisdictional screening for Denmark;
• satisfying U.S. or EU merger requirements does not eliminate Danish notification obligations;
• failure to notify can produce significant sanctions.

Case 2 — Uber / Dantaxi

Danish Competition and Consumer Authority / Competition Council, 2025–2026

Uber's acquisition of Dantaxi is particularly important because it demonstrates the new below-threshold call-in mechanism.

In 2025, the DCCA required notification even though the transaction did not satisfy the ordinary turnover thresholds. It was the first use of the new statutory power to require notification of a below-threshold merger.

The matter subsequently resulted in intervention. In August 2026, the Competition Council approved the transaction subject to substantial commitments, including divestiture of part of Dantaxi's business.

Significance

Uber/Dantaxi establishes the practical importance of:

• the DKK 50 million below-threshold mechanism;
• dominance concerns;
• acquisitions of competitively important businesses with relatively modest turnover; and
• the fact that ordinary turnover thresholds do not provide absolute immunity from Danish merger review.

Case 3 — OneMed / Kirstine Hardam

Danish Competition and Consumer Authority, 2025

OneMed acquired Kirstine Hardam, two businesses active in the wholesale supply of medical products.

The transaction did not meet the ordinary merger notification thresholds.

Nevertheless, the DCCA required notification because it considered that the transaction could significantly impede competition, particularly by creating a very large supplier in relevant medical-supply markets.

Significance

The case illustrates the distinction between:

ordinary threshold jurisdiction

and

below-threshold call-in jurisdiction.

It also demonstrates why turnover alone may not reveal the competitive importance of a target.

Case 4 — Royal Unibrew / CULT

Danish Competition Council, 2019

Royal Unibrew acquired Bev.Con ApS, which owned CULT.

The transaction was subject to Danish merger control and was ultimately approved after the Competition Council conducted more extensive investigation into the relevant markets, including energy drinks, cider and alkopops.

Significance

This case illustrates that once the jurisdictional threshold is satisfied, the authority proceeds to a substantive assessment of competitive effects.

It is therefore useful for distinguishing:

Stage 1 — Is the transaction notifiable?

from

Stage 2 — Does the transaction significantly impede effective competition?

Case 5 — Royal Unibrew / Aqua d'Or

Danish Competition and Consumer Authority, 2022

Royal Unibrew and Aqua d'Or withdrew their proposed merger after the authority's investigation indicated significant competitive concerns.

The parties were active across several overlapping markets, and the authority concluded that the transaction raised competition concerns in several of them.

Significance

The case demonstrates that satisfying the turnover thresholds does not mean that clearance is automatic.

It also shows the importance of:

• market overlap;
• competitive effects;
• market concentration; and
• possible remedies.

Case 6 — Arla / Them Andelsmejeri

Danish Competition and Consumer Authority, 2026

Arla notified its proposed acquisition of Them Andelsmejeri.

The DCCA investigated the transaction and identified concerns concerning several affected markets, particularly certain cheese markets. Arla subsequently withdrew its notification, resulting in the authority discontinuing its review.

Significance

The case illustrates the continuing importance of Danish merger notification for transactions involving established market participants and demonstrates how notification can lead to detailed substantive scrutiny.

12. Case Comparison

13. Practical Threshold Test

A Danish merger lawyer can use the following sequence:

Step 1 — Is there a "merger"?

Determine whether the transaction constitutes a concentration/control transaction falling within the Danish merger-control regime.

Step 2 — Identify undertakings concerned

Determine the relevant economic groups and controlled entities.

Step 3 — Calculate Danish turnover

Calculate the relevant Danish turnover of the undertakings concerned.

Step 4 — Apply the DKK 900m test

Ask:

Is aggregate Danish turnover ≥ DKK 900m?

AND

Do at least two undertakings each have Danish turnover ≥ DKK 100m?

If yes → ordinary notification jurisdiction.

Step 5 — Apply the DKK 3.8bn test

Ask:

Does one undertaking have Danish turnover ≥ DKK 3.8bn?

AND

Does another undertaking have worldwide turnover ≥ DKK 3.8bn?

If yes → ordinary notification jurisdiction.

Step 6 — Consider the DKK 50m call-in rule

If ordinary thresholds are not met:

Is combined Danish turnover ≥ DKK 50m?

If yes, assess whether the transaction presents a risk of significant impediment to effective competition, especially through creation or strengthening of dominance.

Step 7 — Check sector-specific jurisdiction

Particularly consider the electronic communications referral mechanism.

Step 8 — Do not implement prematurely

If Danish notification/approval is required, the transaction should not be implemented before clearance.

14. Simplified Formula

The Danish ordinary threshold can be expressed as:

Test 1

Σ Danish turnover ≥ DKK 900m
+
At least 2 undertakings ≥ DKK 100m Danish turnover each

OR

Test 2

One undertaking ≥ DKK 3.8bn Danish turnover
+
Another undertaking ≥ DKK 3.8bn worldwide turnover

OR

Electronic-communications merger referred under the statutory referral mechanism

OR, potentially

Below-threshold transaction + combined Danish turnover ≥ DKK 50m + significant competition-risk assessment.

15. Key Legal Issues for Exam/Research Purposes

The most important issues concerning Danish merger notification thresholds are:

1. DKK 900 million aggregate Danish turnover test.
2. DKK 100 million individual Danish turnover test for at least two parties.
3. Alternative DKK 3.8 billion Danish/worldwide turnover test.
4. Calculation of turnover at the economic-group level.
5. Correct attribution of Danish turnover.
6. Treatment of joint ventures and changes of control.
7. Below-threshold call-in from 1 July 2024.
8. DKK 50 million quantitative floor for the below-threshold mechanism.
9. Requirement for a risk of significant impediment to effective competition.
10. Special treatment of electronic communications mergers.
11. Standstill/implementation obligations.
12. Penalties for failure to notify, illustrated by Mærsk/Pilot Air Freight.

Conclusion

Denmark's merger notification regime is principally turnover-based, with the two central ordinary tests being DKK 900 million combined Danish turnover plus DKK 100 million for at least two undertakings, and the alternative DKK 3.8 billion Danish/worldwide turnover test.

The major recent development is the below-threshold call-in power. Since July 2024, a transaction with at least DKK 50 million combined Danish turnover can potentially be brought under merger control where the DCCA identifies a risk of significant harm to effective competition. Uber/Dantaxi and OneMed/Kirstine Hardam provide particularly important practical illustrations of this mechanism.

Accordingly, Danish merger screening should no longer be treated as a simple exercise of checking whether turnover exceeds DKK 900 million. Ordinary thresholds, group turnover, Danish turnover allocation, sector-specific jurisdiction and the new below-threshold call-in power all need to be considered before closing.