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Shell-BG Merger Gains Support, But Also First Opposition

The proposed merger of Royal Dutch Shell plc and BG Group divided the investment community on Friday after a global proxy advisory firm said it supports the deal despite low oil prices and a major shareholder group voiced its opposition.

In a report released Friday, Institutional Shareholder Services (ISS) said that while volatility in global spot oil prices may give investors pause, the proposed $53 billion cash-and-stock deal is worth pursuing because "the spot price today may be of very little value in assessing the strategic opportunity of a transaction whose benefits will be realized over decades...

"In particular, because of the compelling strategic rationale and the significant positive economics to be realized within a relatively short time frame, support for the transaction is warranted," ISS said, according to the Financial Times.

But also Friday, Edinburgh-based Standard Life Investments, a major Shell shareholder, announced the first public display of opposition to the merger.

"We have concluded that the proposed terms of the acquisition of BG are value destructive for Shell shareholders," said David Cumming, head of equities at Standard Life. "This view is based on the downside risks to Shell's oil price assumptions plus the tax and operational risks surrounding BG's Brazilian asset base. Consequently, we shall vote against the deal."’

Guy Jubb, head of governance and stewardship at Standard Life, added that the shareholder group has “engaged with Shell to explain our views and to encourage them to renegotiate. By voting against [the merger] we are sending a clear message to Shell’s board, reinforcing our opposition to the deal on the proposed terms.”

Standard Life holds 0.4% of the A shares in Shell, as well as 1.7 % of the B shares. The merger must win the approval of a majority of Shell shareholders and 75% of BG shareholders in order to take place, according to reports. Regulators from Australia, Brazil, China and the European Union approved the proposed merger last year (see Daily GPIDec. 14, 2015).

Shell did not return a call seeking comment Friday.

Last month, Shell reduced its global capital spending for 2016 by $2 billion, to a new total of $33 billion, citing low commodity prices and the upcoming merger (see Daily GPIDec. 23, 2015). The value of the merger of $70 billion when it was announced in April 2015 was also reduced last month by $17 billion (see Daily GPIApril 8, 2015).

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