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BG Shareholders Approve Shell Merger; Deal Could Close Feb. 15

BG Group shareholders overwhelmingly approved the proposed merger with Royal Dutch Shell plc at their general meeting on Thursday, clearing one of the last hurdles to creating a global energy giant.

According to BG, more than 2.08 billion votes (99.55%) were cast in favor of the special resolution authorizing the merger -- currently valued at about $50 billion -- while more than 9.36 million votes (0.45%) votes were against it. An additional 5.13 million votes were considered withheld and were not counted in the calculation of votes for or against the resolution.

More than 83% of Shell's shareholders approved the merger in a separate meeting in The Hague on Wednesday (see Daily GPIJan. 27). The merger required the approval of shareholders at both companies to proceed.

The deal was announced last spring (see Daily GPI, April 8, 2015).

The merger is still subject to satisfying customary closing conditions, including approval by the High Court of Justice in England and Wales. BG said a court hearing is scheduled for Feb. 11. With court approval, the deal is expected to become effective on Feb. 15.

"BG adds attractive deep water and integrated gas positions and will act as a catalyst for accelerating the re-shaping of our business," Shell CEO Ben van Beurden said Thursday. "We now look forward to delivering the benefits of the combination as quickly as possible following completion."

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

Analysts have been divided over the merger's merits. Institutional Shareholder Services, a global proxy advisory firm, earlier this month said the deal was worth pursuing despite volatility in global spot oil prices (see Daily GPIJan. 8). Meanwhile, Edinburgh-based Standard Life Investments, a major Shell shareholder, announced on the same day that it was opposed to the tie-up.

Regulators from Australia, Brazil, China and the European Union approved the merger last year (see Daily GPI,Dec. 14, 2015).

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