* Investors holding 43 pct of Shell also hold 53 pct of BG
* Shareholder votes expected in January
By Ron Bousso, Karolin Schaps and Sinead Cruise
LONDON, Dec 17 (Reuters) - Royal Dutch Shell's takeover of BG Group may look less attractive after theslide in oil prices but the fact the same investors own nearlyhalf of both firms means the deal is still likely to go through.
Investors holding about 43 percent of Shell's shares alsohold 53 percent of BG, according to Reuters data. For example,Blackrock, Franklin Mutual Advisers and Norges together holdmore than 12 percent of Shell and nearly 7.5 percent of BG.
Investors will be voting separately on the deal at meetingsexpected next month after the takeover received its finalregulatory seal from China this week and a rejection of thetakeover could entail losses all round, making it more painfulfor those with shares in both companies.
BG shares would likely collapse, while Shell would lose arare opportunity to increase its production base over the nextfew decades by snapping up a smaller company with some keyassets, investors and analysts say.
"I think the vote will be positive for the deal," said NielsLammerts van Bueren, portfolio manager at Dutch arbitrage fundTRZ Funds that trades shares in both companies. "Indeed, withthe cross-holdings very few holders will be voting against asthat will cost them money."
Few investors and analysts have challenged the strategicsense of a merger that will make Shell the world's top liquefiednatural gas (LNG) trader and a key player in Brazil's rapidlydeveloping offshore oil production.
But the 30 percent slump in oil prices to below $40 a barrelsince the takeover was announced in April has left investorsworrying about whether Shell will be able to maintain itsdividend if the $54 billion takeover goes through.
SHARES LAG
Shell's acquisition of BG is largely based on the assumptionthat oil prices will rise over time to cover the relatively highcosts of production in areas such as Australia and Brazil.
The deal, which offered a 50 percent premium to BG's April 7share price and was worth $70 billion then, includes a cashpayment which Shell plans to cover by increasing its debt.
Like its rivals, Shell slashed its 2015 spending by about 20percent, cut thousands of jobs, delayed or scrapped hugeprojects and increased borrowing in the face of the oil priceslump, but maintained its dividend payouts.
The Anglo-Dutch company has announced further cost savingsand job cuts for when the deal is completed, which it said wouldallow it to cope with a low oil price environment.
Still, while investor concerns remain, and Shell shares havetrailed in rivals including Exxon Mobil and BP inrecent months, the chances of an investor revolt are slim,according to analysts and investors.
To pass, a majority of voting BG shareholders, who alsorepresent at least 75 percent of the outstanding shares, mustapprove the deal. For Shell, it requires a majority.
"I still think there is good industrial logic for the twocompanies to be put together and the potential synergies maywell be even more valuable in the current tough environment foroil companies," said Richard Marwood, senior investment managerat AXA Investment Managers, which owns Shell and BG stock.
"ALL GOOD"
Shell Chief Executive Officer Ben van Beurden and ChiefFinancial Officer Simon Henry have held numerous meetings thisyear with investors around the world to bolster support.
"Shell have played their hand and need to close. The lastthing they want is for BG to end up back on the market at alower price that will lead to other suitors asking for a dance,"said Robin Milway, Portfolio Manager, New Capital Global EquityConviction Fund at EFG Asset Management, which owns both stocks.
The takeover has more impetus following last week's climatedeal in Paris as it is expected to boost demand for lesspolluting natural gas, said Richard Hulf, manager of ArtemisGlobal Energy Fund, an investor in Shell and BG.
"The other key part of the deal is phenomenal growth inBrazilian production. The timing is impeccable. Add to that thefall of Petrobras and you have even more of the world's bestupstream assets falling into Shell's lap."
"It's all good," Hulf said.
(Editing by David Clarke)
