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THE WALL STREET JOURNAL/DOW JONES NEWSWIRES: Data Providers Differ on Classing Shell Unification: “…the deal is a true merger -- or rather a mere internal restructuring -- has touched off a heated debate among investment bankers and data providers.” (




November 1, 2004


LONDON -- Royal Dutch/Shell Group's move to unify its dual-headed structure is being touted as the year's biggest M&A transaction in Europe, although some industry players say they can't see an M or an A anywhere near the deal.


Shell on Thursday unveiled a plan under which Netherlands-listed Royal Dutch Petroleum Co. and U.K.-listed Shell Transport & Trading Co. will merge to form a new company called Royal Dutch Shell PLC, with a primary listing in London and headquarters in The Hague. Royal Dutch and Shell joined forces in 1907.


Data provider Thomson Financial is ranking the transaction as the biggest mergers-and-acquisitions deal in Europe this year, with a value of $80 billion (€62.56 billion) -- comfortably ahead of Sanofi Synthelabo SA's $65.7 billion takeover of rival pharmaceuticals maker Aventis SA earlier this year to create Sanofi-Aventis. That is providing a nice boost on Thomson's league tables for the four banks that advised on the Shell deal: ABN Amro, Citigroup Inc., Deutsche Bank AG and Rothschild.


But whether the deal is a true merger -- or rather a mere internal restructuring -- has touched off a heated debate among investment bankers and data providers.


Rival data provider Dealogic said its rules prevent it from counting transactions that amount to no more than a collapse of a dual-listing structure, in which there is no change in the "economic interest" of a company's ownership.


The disagreements aren't merely academic. Investment banks routinely use their league-table standings as a key tool to win new business.


"We do believe this is a merger transaction," said John Martin, managing director of integrated energy at ABN Amro, which helped advise Royal Dutch.


Representatives for Rothschild, Citigroup and Deutsche Bank declined to comment.


On Thomson's league tables, the banks on the Shell transaction have each vaulted upward by several notches.


Rothschild now leads the rankings of European M&A advisers, credited with working on deals valued at $196.9 billion, ahead of second place Goldman Sachs Group Inc. with $186.7 billion. Citigroup is now in third place with $177.1 billion. Deutsche Bank is in sixth place with $124 billion, followed by ABN Amro in seventh place with $110.1 billion.


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