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Exchange offer

Read about the voluntary exchange offer for A-shares in Lundbeck.

You are entering a website with documents and information related to Lundbeckfond Invest A/S’ voluntary exchange offer to eligible shareholders in H. Lundbeck A/S.

Disclaimer

Access to the information contained on this portion of the website is restricted in certain jurisdictions, and only certain categories of persons may be authorised to access such information. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information and portion of the website. Your confirmation must be true and accurate. 

The information to which this gatepost gives access is exclusively intended for persons who are not residents of the United States, Canada, Australia, South Africa or Japan and who are not physically present in the United States, Canada, Australia, South Africa or Japan. This information does not constitute an offer for sale of, or a solicitation of an offer to purchase, securities of H. Lundbeck A/S in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. 

Any securities mentioned in the information to which this gatepost gives access have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

The information to which this gatepost gives access has been prepared for the purposes of the exchange offer and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 and has not been approved by any competent authority.

In the United Kingdom, the information to which this gatepost gives access is directed only at, and communicated only to, persons who are "qualified investors" within the meaning of paragraph 15 of Part 2 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 and who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This information must not be acted on or relied on by persons in the UK who are not Relevant Persons.

In relation to each member state of the European Economic Area, the information to which this gatepost gives access is directed only at persons in such member state in circumstances in which access to such information and participation in the exchange offer are lawful under applicable laws and regulations. The exchange offer is not being made in or into any member state where to do so would be unlawful or would require any approval, filing or registration that has not been obtained.

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This notice is not an offer of securities for sale in the United States. Any securities mentioned in the information to which this gatepost gives access have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

If you are (or are acting on behalf of someone who is) located in or resident in the United States, and are (or are acting on behalf of someone who is) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) who is a holder of A-shares of H. Lundbeck A/S (the "Company") (an “Eligible U.S. Shareholder”), before accessing the following pages of this microsite you must first download and duly complete and return to the Company a copy of the QIB questionnaire and acknowledgment (the “Eligibility Questionnaire”) available to download by clicking the “DOWNLOAD ELIGIBILITY QUESTIONNAIRE” button below.

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  • you are an Eligible US Shareholder.

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Exchange offer to Lundbeck shareholders

Lundbeckfond Invest A/S (Lundbeckfond Invest), a fully owned subsidiary of the Lundbeck Foundation, has launched a voluntary exchange offer to eligible shareholders to exchange their A-shares in H. Lundbeck A/S (Lundbeck) for B-shares held by Lundbeckfond Invest on a 1:1 basis.

Shareholders accepting the exchange offer will retain their financial ownership and right to dividends and other distributions from Lundbeck. The offer entails no cash payment and is not conditional upon any minimum number of A-shares being exchanged to B-shares in the offer period.

The offer accommodates shareholders who prefer to consolidate their ownership in the B-share class, which has been approximately 7 times more liquid than the A-share class since the introduction of the A- and B-share class structure in 2022. The A-share has also traded on Nasdaq Copenhagen with an average pricing discount of around 12.6% to the B-share during the said period. The exchange offer should further enhance the flexibility for Lundbeck to fund future growth opportunities while maintaining the long-term stability provided by Lundbeckfond Invest’s majority ownership.

The exchange offer is expected to increase the free float in the more liquid B-share class. In addition, the offer should further enhance the flexibility for Lundbeck to fund future growth opportunities while maintaining the long-term stability provided by Lundbeckfond Invest’s majority ownership.

This site contains relevant information about the offer.

Relevant documents

Timetable

  • 19 August 2026 at 07:30 - Commencement of the offer period
  • 16 September 2026 at 16:00 - Expiry of the offer period (unless extended)
  • Expected 17 September 2026 at 08:30 - Announcement of the preliminary results of the exchange offer
  • Expected 17 September 2026 - Initiation of settlement
  • Expected 18 September 2026 - A-shares delivered to the settlement agent
  • Expected 18 September 2026 - Settlement agent initiates delivery of B-shares to custodian banks
  • Expected 21 September 2026 - Completion of settlement (delivery of B-shares)*

*Delivery to shareholders may be delayed, especially to shareholders without a Danish securities account.

Acceptance

Eligible shareholders wishing to accept the exchange offer must contact their custodian bank or account holding institution (custodian bank) and observe the instructions provided by their custodian bank regarding the procedure for accepting the exchange offer, including (if so requested by the custodian bank) to sign and return the acceptance form available on this website.

After the exchange offer has been accepted by the eligible shareholder, such custodian bank must no later than 16 September 2026 at 16:00 inform (potentially through intermediary custodians) the settlement agent Danske Bank of the amount of A-shares in Lundbeck tendered in the exchange offer. The time by which a notification of acceptance shall be given to the custodian bank of each eligible shareholder in order for the custodian bank to have sufficient time to process the acceptance and inform Danske Bank may vary and will depend on the individual agreements with, and rules and procedures of, the custodian bank. Therefore, it may be earlier than the last day of the offer period.

Acceptance must be submitted for each securities account, and eligible shareholders may only accept the exchange offer unconditionally in respect of the number of A-shares specified in in the acceptance form or otherwise communicated to the eligible shareholder’s custodian bank at the time of the acceptance of the exchange offer. It rests with the custodian bank to ascertain to itself that the relevant shareholder in respect of which an acceptance of the exchange offer is submitted, is an eligible shareholder. Each of Danske Bank and Lundbeckfond Invest will, without separate verification, rely thereon. Eligible shareholders carry the risk that any acceptance is validly transmitted to and received by Danske Bank in accordance with the foregoing. Lundbeckfond Invest reserves the right to reject any acceptance that has been submitted conditionally, erroneously or deficiently.

Lundbeck has informed Lundbeckfond Invest that Lundbeck will participate in the exchange offer with its holding of 127,465 A-shares (0.064% of the total A-shares) pursuant to the exchange offer.

Contact

Any questions in connection with acceptance of the exchange offer and settlement may be directed to the shareholder's own custodian bank.

Frequently asked questions concerning the exchange offer are answered in the shareholder FAQ available under ‘Relevant documents’ on this site. Any additional questions may be sent to ab@lundbeckfonden.com.

THE INFORMATION CONTAINED ON THIS MICROSITE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS INFORMATION, IN WHOLE OR IN PART, IS UNAUTHORISED. DISTRIBUTION IS FURTHER PROHIBITED WHERE IT WOULD CONTRAVENE APPLICABLE SANCTIONS OR SIMILAR RESTRICTIVE MEASURES.

Forward-Looking Statements

This microsite and the information contained herein may include forward-looking statements. Such statements may be identified by the use of forward-looking terminology, including terms such as "believes," "expects," "may," "anticipates," "plans," "intends," "should," "will," or similar expressions.

Forward-looking statements are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or developments to differ materially from those expressed or implied by such statements.

Any forward-looking statements relating to Lundbeck are based solely on publicly available information, and Lundbeckfond Invest has not independently verified such information and does not speak on behalf Lundbeck.

Relevant risks and uncertainties include, but are not limited to, factors relating to the completion and timing of the exchange offer, shareholder participation, competing proposals, market developments, and general economic and regulatory conditions.

These forward-looking statements are made only as of the date of the relevant information. Neither Lundbeckfond Invest nor Lundbeck undertakes any obligation, except as required by applicable law, to update or revise any forward-looking statements.

Exchange offer to Lundbeck shareholders

Lundbeckfond Invest A/S (Lundbeckfond Invest), a fully owned subsidiary of the Lundbeck Foundation, has launched a voluntary exchange offer to eligible shareholders to exchange their A-shares in H. Lundbeck A/S (Lundbeck) for B-shares held by Lundbeckfond Invest on a 1:1 basis.

Shareholders accepting the exchange offer will retain their financial ownership and right to dividends and other distributions from Lundbeck. The offer entails no cash payment and is not conditional upon any minimum number of A-shares being exchanged to B-shares in the offer period.

The offer accommodates shareholders who prefer to consolidate their ownership in the B-share class, which has been approximately 7 times more liquid than the A-share class since the introduction of the A- and B-share class structure in 2022. The A-share has also traded on Nasdaq Copenhagen with an average pricing discount of around 12.6% to the B-share during the said period. The exchange offer should further enhance the flexibility for Lundbeck to fund future growth opportunities while maintaining the long-term stability provided by Lundbeckfond Invest’s majority ownership.

The exchange offer is expected to increase the free float in the more liquid B-share class. In addition, the offer should further enhance the flexibility for Lundbeck to fund future growth opportunities while maintaining the long-term stability provided by Lundbeckfond Invest’s majority ownership.

This site contains relevant information about the offer.

Relevant documents

Timetable

  • 19 August 2026 at 07:30 - Commencement of the offer period
  • 16 September 2026 at 16:00 - Expiry of the offer period (unless extended)
  • Expected 17 September 2026 at 08:30 - Announcement of the preliminary results of the exchange offer
  • Expected 17 September 2026 - Initiation of settlement
  • Expected 18 September 2026 - A-shares delivered to the settlement agent
  • Expected 18 September 2026 - Settlement agent initiates delivery of B-shares to custodian banks
  • Expected 21 September 2026 - Completion of settlement (delivery of B-shares)*

*Delivery to shareholders may be delayed, especially to shareholders without a Danish securities account.

Acceptance

Eligible shareholders wishing to accept the exchange offer must contact their custodian bank or account holding institution (custodian bank) and observe the instructions provided by their custodian bank regarding the procedure for accepting the exchange offer, including (if so requested by the custodian bank) to sign and return the acceptance form available on this website.

After the exchange offer has been accepted by the eligible shareholder, such custodian bank must no later than 16 September 2026 at 16:00 inform (potentially through intermediary custodians) the settlement agent Danske Bank of the amount of A-shares in Lundbeck tendered in the exchange offer. The time by which a notification of acceptance shall be given to the custodian bank of each eligible shareholder in order for the custodian bank to have sufficient time to process the acceptance and inform Danske Bank may vary and will depend on the individual agreements with, and rules and procedures of, the custodian bank. Therefore, it may be earlier than the last day of the offer period.

Acceptance must be submitted for each securities account, and eligible shareholders may only accept the exchange offer unconditionally in respect of the number of A-shares specified in in the acceptance form or otherwise communicated to the eligible shareholder’s custodian bank at the time of the acceptance of the exchange offer. It rests with the custodian bank to ascertain to itself that the relevant shareholder in respect of which an acceptance of the exchange offer is submitted, is an eligible shareholder. Each of Danske Bank and Lundbeckfond Invest will, without separate verification, rely thereon. Eligible shareholders carry the risk that any acceptance is validly transmitted to and received by Danske Bank in accordance with the foregoing. Lundbeckfond Invest reserves the right to reject any acceptance that has been submitted conditionally, erroneously or deficiently.

Lundbeck has informed Lundbeckfond Invest that Lundbeck will participate in the exchange offer with its holding of 127,465 A-shares (0.064% of the total A-shares) pursuant to the exchange offer.

Contact

Any questions in connection with acceptance of the exchange offer and settlement may be directed to the shareholder's own custodian bank.

Frequently asked questions concerning the exchange offer are answered in the shareholder FAQ available under ‘Relevant documents’ on this site. Any additional questions may be sent to ab@lundbeckfonden.com.

THE INFORMATION CONTAINED ON THIS MICROSITE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS INFORMATION, IN WHOLE OR IN PART, IS UNAUTHORISED. DISTRIBUTION IS FURTHER PROHIBITED WHERE IT WOULD CONTRAVENE APPLICABLE SANCTIONS OR SIMILAR RESTRICTIVE MEASURES.

Forward-Looking Statements

This microsite and the information contained herein may include forward-looking statements. Such statements may be identified by the use of forward-looking terminology, including terms such as "believes," "expects," "may," "anticipates," "plans," "intends," "should," "will," or similar expressions.

Forward-looking statements are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or developments to differ materially from those expressed or implied by such statements.

Any forward-looking statements relating to Lundbeck are based solely on publicly available information, and Lundbeckfond Invest has not independently verified such information and does not speak on behalf Lundbeck.

Relevant risks and uncertainties include, but are not limited to, factors relating to the completion and timing of the exchange offer, shareholder participation, competing proposals, market developments, and general economic and regulatory conditions.

These forward-looking statements are made only as of the date of the relevant information. Neither Lundbeckfond Invest nor Lundbeck undertakes any obligation, except as required by applicable law, to update or revise any forward-looking statements.