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Case Study

The Shell-BG Group tie-up: Yes or no?

By Didier Cossin and Abraham Hongze Lu

16 pages

October 2016

Reference: IMD-7-1818

In April 2015, Shell offered to pay 0.4454 of its B shares and 383 pence in cash for each BG share in a deal valued at $70 billion. The offer entailed a sizable 50%-plus premium for the BG Group by assuming a $90/bbl forward oil price. Shell had to seek approval from at least 50% of its shareholders, and BG Group would require the backing of 75% of its shareholders for the deal to go through. On January 8, 2016, Standard Life, a major shareholder in both Royal Dutch Shell plc and BG Group, announced that it would vote No to a merger between Shell and BG at a Shell shareholder meeting to be held on January 27, stating that “the proposed terms of the acquisition of BG are value-destructive for Shell shareholders.” However, the same investor would vote Yes at a BG shareholder meeting on January 28. A volatile oil market further complicated the M&A decision. With oil prices in the low $30s/bbl, the market was worried that Shell’s view of the future was overoptimistic. Shell top executives needed to make a business case to win shareholder support, which might turn into a case of overpromising and underdelivering to investors.

Learning Objective

The case offers an opportunity to study the pros and cons of a deal on both sides, as well as to evaluate the strategic benefits and the price tag. Students gain an understanding of three valuation techniques – discounted cash flows (DCF), net asset value (NAV) and market multiples – and of the sensitivity of the deal value to changes in forward oil prices. The incomplete and uncertain nature of firm valuation is revealed and the reality that financial analysis often depends on many assumptions.

Keywords

Merger and Acquisition Activity, Strategy, Valuation, Risk Analysis, Oil, Gas

Settings

Europe
Shell, Materials, Oil and Gas
2015-2016

Type

Published Sources

Available Languages

English

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Teaching note

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By Alyson Meister and Naoko Jinjo
Case reference: IMD-7-2573 ©2024

Summary

Pasona Group, a Japan-based human resources company, is committed to driving social change through business and supporting individuals to find "ikigai” (fulfillment) through work. The company has promoted flexible work and equitable workplaces and created employment opportunities for minorities. Pasona now wanted to tackle the overconcentration of population and businesses in Tokyo and the related decline of rural areas; both issues raised questions of well-being and sustainability. In response, Pasona moved its headquarters from Tokyo to Awaji Island, setting up sales and back-office operations for its core business and launching the "Regional Revitalization" initiative. Employees who moved from Tokyo to Awaji said that their lives became more sustainable, and their well-being improved. On the other hand, some Tokyo-based employees chose not to relocate, worried that boundaries between work and personal life would be blurred. Pasona was also criticized for its tourism-oriented and corporate-driven approach to local development, while the local government of Awaji appreciated the increase in the population and tax revenue that Pasona had brought. As Pasona sought to expand its "regional revitalization" model throughout Japan and attract more local governments to partner with the company, it needed to rethink its strategy to develop its original model in Awaji into a more powerful showcase that would lead to a more decentralized and sustainable society while ensuring the well-being of its own employees.

Reference IMD-7-2573

Organization Pasona Group

Industry Business Management Services, Human Resources

Available Languages English

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