Turnover Thresholds Under Danish Law

Under Danish competition law, turnover thresholds determine whether a merger or acquisition must be notified to the Danish Competition and Consumer Authority (DCCA) before it can be implemented. The principal rules are contained in Section 12 of the Danish Competition Act (Konkurrenceloven). The Danish system now also contains an important mechanism allowing the DCCA to call in certain transactions below the ordinary thresholds.

1. Purpose of turnover thresholds

Turnover thresholds are essentially a jurisdictional filter. Denmark does not require every acquisition or joint venture to undergo merger review. Instead, transactions involving businesses of sufficient economic size are automatically subject to Danish merger control.

If the thresholds are satisfied and the transaction constitutes a concentration—for example, an acquisition of sole or joint control—the parties normally must notify the DCCA and observe the standstill obligation, meaning they cannot implement the transaction before clearance.

The thresholds therefore perform two functions: they identify transactions automatically subject to review and provide businesses with a relatively objective way of determining whether notification is required.

2. First ordinary turnover threshold

Under Section 12(1)(i), Danish merger control applies where:

Combined Danish turnover: the undertakings concerned together have annual turnover in Denmark of at least DKK 900 million; and

Individual Danish turnover: at least two undertakings concerned each have annual turnover in Denmark of at least DKK 100 million.

Both requirements must be satisfied.

For example, suppose Company A has Danish turnover of DKK 700 million and Company B has Danish turnover of DKK 250 million. Their combined Danish turnover is DKK 950 million, and both individually exceed DKK 100 million. The first threshold is therefore satisfied.

By contrast, if A has DKK 850 million and B has only DKK 70 million, their combined turnover exceeds DKK 900 million, but only one company exceeds DKK 100 million. The first threshold is therefore not met.

3. Second ordinary turnover threshold

A transaction may alternatively become notifiable under Section 12(1)(ii) where:

• at least one undertaking concerned has annual turnover in Denmark of at least DKK 3.8 billion; and
• at least one other undertaking concerned has annual worldwide turnover of at least DKK 3.8 billion. 

This alternative is particularly important for acquisitions involving a very large company and a business whose Danish turnover may be comparatively limited.

For example, if Company A has Danish turnover of DKK 5 billion and Company B has worldwide turnover of DKK 4.5 billion, the second threshold can apply even where Company B's Danish turnover does not reach DKK 100 million.

4. New rule for mergers below the ordinary thresholds

The traditional turnover thresholds are no longer the complete jurisdictional picture.

Under Section 12(6), the DCCA can require notification even where a transaction falls below the ordinary thresholds if:

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

This rule is particularly significant for transactions involving businesses whose current revenue is relatively small but whose competitive significance is much greater—for example, an important emerging competitor.

Businesses do not generally have an affirmative obligation to report every below-threshold transaction. Nevertheless, the DCCA states that parties may approach it, including confidentially, when uncertain whether a transaction might be called in.

5. Time limits for below-threshold intervention

The DCCA's call-in power is subject to statutory safeguards.

Once the Authority has been made aware of the merger, it generally has 15 working days to decide whether notification must be required.

Ordinarily, it cannot require notification more than three months after the earliest of the merger agreement, publication of a takeover bid, or acquisition of a controlling interest. Exceptional circumstances can affect that period, but the statutory framework also provides an ultimate six-month limit after implementation for requiring notification.

These limits are important because they reduce the period during which parties to a below-threshold transaction face uncertainty.

6. How turnover is calculated

It is not enough simply to look at the target company's published revenue.

The calculation begins by identifying the undertakings concerned. Generally, these are the businesses directly participating in the concentration. However, turnover calculations take account of the relevant undertaking's economic group, including relevant parent companies, subsidiaries and affiliated undertakings under the applicable turnover rules.

Turnover generally reflects revenues derived from ordinary business activities after applying the statutory calculation rules.

There are also special rules for particular industries, including financial institutions, where ordinary sales revenue may not provide a meaningful measure of economic activity. Section 12 authorises detailed turnover-calculation rules for these situations.

7. Acquisition of only part of a business

An important qualification applies where only particular assets or business activities are acquired.

Under Section 12(2), where a merger consists of acquiring one or more undertakings or parts of undertakings, the seller's unrelated turnover is not automatically counted. The calculation focuses on the turnover attributable to the assets or business being acquired.

This prevents an acquisition of a relatively small business division from becoming notifiable merely because the seller operates an enormous unrelated corporate group.

8. Successive transactions

Businesses cannot necessarily avoid merger-control thresholds by dividing one commercial acquisition into several transactions.

Under Section 12(3), two or more relevant acquisitions taking place within a two-year period between the same persons or undertakings may be treated as a single merger, arising on the date of the latest transaction.

This anti-circumvention rule prevents parties from artificially structuring an acquisition into smaller pieces simply to remain below the thresholds.

9. EU referrals

Turnover thresholds also do not completely determine Danish jurisdiction where EU merger-control procedures intervene.

Section 12 provides that a transaction falling below Denmark's national thresholds may still be reviewed under Danish merger-control rules where the European Commission refers the transaction to Denmark under the EU Merger Regulation.

Thus, a complete jurisdictional analysis should consider both Danish national rules and the EU merger-control framework.

Relevant Danish Cases and Decisions

Because turnover thresholds concern merger-control jurisdiction, the most useful authorities are Danish Competition Council/DCCA merger decisions and enforcement cases rather than ordinary private litigation.

1. Uber International Holding B.V. / Greenfleet Holding A/S (Dantaxi) — 2025–2026

This is the most important modern authority on below-threshold jurisdiction.

Uber acquired Greenfleet Holding, the parent company of Dantaxi, in May 2025. The transaction did not satisfy the ordinary Danish turnover thresholds.

Nevertheless, in August 2025 the DCCA used Section 12(6) and required the transaction to be notified because it considered there was a risk that it could significantly impede competition. It was the first use of Denmark's new below-threshold call-in power.

The substantive proceedings subsequently resulted in the Danish Competition Council approving the merger in August 2026 subject to commitments, including a requirement concerning divestment of a significant part of Dantaxi.

Importance: turnover below DKK 900 million does not necessarily put a transaction outside Danish merger control. The DKK 50 million combined-turnover gateway and competitive-risk test can independently establish review jurisdiction.

2. OneMed A/S / Kirstine Hardam A/S — 2025

OneMed acquired Kirstine Hardam in June 2025. Both businesses supplied medical products, including ostomy-related products supplied to Danish municipalities.

Their transaction was below the ordinary notification thresholds.

The DCCA nevertheless required notification under its new below-threshold powers because it identified a risk that the transaction could significantly impede competition.

Importance: this decision demonstrates that Section 12(6) is not confined to digital-platform or technology acquisitions. It can apply in traditional distribution and healthcare-related markets where turnover is relatively limited but competitive concentration may still be substantial.

3. A.P. Møller–Mærsk merger-control enforcement case — 2025

In June 2025 the DCCA reported that Mærsk had been fined DKK 10 million in a merger-control case.

The authority used the case to emphasise that mergers meeting Denmark's statutory thresholds must be notified and cannot be implemented before approval.

Importance: satisfying the turnover thresholds is not merely an administrative matter. It triggers procedural obligations, particularly notification and suspension of implementation, and violations can result in significant fines.

4. Per Aarsleff Holding A/S / CG Jensen A/S and Adserballe & Knudsen A/S — 2026

Per Aarsleff acquired 100% of the interests in several businesses associated with CG Jensen and Adserballe & Knudsen.

The DCCA treated the acquisition as a change of control constituting a merger under Section 12 and cleared it through simplified proceedings on 22 May 2026.

Importance: the decision illustrates the ordinary application of Danish merger jurisdiction to an acquisition of sole control over a collection of companies and activities. It also shows why identifying precisely what businesses and assets are being acquired is important before performing the turnover calculation.

5. Lemvigh-Müller / parts of Brødrene Kier — 2026

This transaction involved Lemvigh-Müller acquiring sole control through an asset acquisition.

The transferred package included operating assets, inventory, intellectual-property rights, customer receivables, properties and leases, goodwill and certain liabilities. The DCCA approved the transaction on 25 March 2026.

Importance: the case illustrates why Danish turnover analysis is relevant to acquisitions of business assets, not merely purchases of shares. Section 12(2)'s rule concerning turnover attributable to acquired assets becomes particularly important in this type of transaction.

6. Himmerlands Food Group / Tican Fresh Meat – Moert A/S — 2026

Himmerlands Food Group and Tican Fresh Meat established Moert A/S as a joint venture.

The DCCA regarded the arrangement as involving a change of control constituting a concentration and approved it in June 2026 through simplified proceedings.

Importance: Danish turnover thresholds apply not only to straightforward acquisitions. A full-function joint venture can constitute a merger, so the participating undertakings' turnover must also be examined.

7. JFM A/S / Berlingske Media A/S – STEP Network A/S — 2026

JFM and Berlingske Media established STEP Network A/S as a jointly controlled, independently functioning joint venture involving activities previously forming part of JFM's STEP Network business.

The DCCA treated the transaction as a merger and approved it on 13 February 2026.

Importance: this decision reinforces the principle that establishing an autonomous joint venture can trigger Danish merger control. Turnover assessment therefore cannot be limited to conventional company purchases.

8. Erhvervsinvest V K/S / Them Andelsmejeri — 2026

Through Them Mejeri A/S, Erhvervsinvest V K/S acquired the activities of Them Andelsmejeri and obtained sole control over them.

The DCCA approved the transaction through simplified proceedings in July 2026.

Importance: like Lemvigh-Müller/Brødrene Kier, this illustrates how acquisitions of business activities rather than simply corporate shares can constitute concentrations. The turnover connected with the acquired business therefore becomes central to the jurisdictional assessment.

Practical legal test

For a transaction potentially subject to Danish merger control, the analysis can be performed in this order:

1. Determine whether the transaction constitutes a merger/concentration under Section 12a—for example, merger of previously independent undertakings, acquisition of control, or creation of a full-function joint venture.
2. Identify the undertakings concerned.
3. Determine their relevant Danish and worldwide turnover under the statutory turnover-calculation rules.
4. Test the DKK 900m + two DKK 100m threshold.
5. If that fails, test the DKK 3.8bn Danish + DKK 3.8bn worldwide threshold.
6. If both ordinary tests fail, determine whether combined Danish turnover reaches DKK 50 million and whether circumstances could create a material risk of a significant impediment to effective competition under Section 12(6).
7. Consider whether an EU referral nevertheless creates Danish jurisdiction.
8. Where Danish notification is mandatory, observe the notification and standstill requirements before implementing the transaction. 

Conclusion

Danish merger control therefore operates through three practical jurisdictional levels. The ordinary thresholds capture transactions where combined Danish turnover reaches DKK 900 million with at least two parties individually reaching DKK 100 million, or where one party reaches DKK 3.8 billion in Danish turnover and another reaches DKK 3.8 billion worldwide.

However, turnover is no longer an absolute safe harbour. Where combined Danish turnover is at least DKK 50 million, the DCCA can require notification of a below-threshold merger if it considers that the transaction risks significantly impeding effective competition. The Uber/Dantaxi and OneMed/Kirstine Hardam matters demonstrate the practical importance of this power. Consequently, Danish merger analysis now requires consideration not only of numerical turnover thresholds but also of the transaction's potential competitive significance.