Royal Dutch Shell plc - Form 6-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2008

Commission File Number: 1-32575

Royal Dutch Shell plc
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(Translation of registrant’s name into English)
 
30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands
———————————————————————————————————
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

Royal Dutch Shell plc Announces a Proposal to Acquire all the Outstanding Shares
in Duvernay Oil Corp.

THE HAGUE, The  Netherlands, July 14/PRNewswire-FirstCall/ --     Royal Dutch
Shell plc ("Shell") (NYSE: RDS.A) (NYSE: RDS.B) announced
today a proposal by its wholly owned subsidiary Shell Canada Limited, to
offer (the "Offer") to acquire all of the outstanding shares of Duvernay Oil
Corp. ("Duvernay").

    The Offer will be a cash offer of C$83 per share of Duvernay. The Offer
would value Duvernay's fully diluted share capital at approximately C$5.9
billion, including debt, and would be a 36% premium over the average share
price over the last 30 days.

    The Board of Duvernay has voted unanimously to recommend the Offer to
shareholders.

    In connection with the Offer, directors and officers of Duvernay have
entered into lock-up agreements pursuant to which they have agreed to tender
all of their shares in connection with the Offer, subject to certain
exceptions, representing in aggregate some 18.1% of the fully diluted share
capital of Duvernay. In addition, Duvernay has agreed in certain
circumstances to pay a non-completion fee of C$120 million, and the parties
have agreed to customary non-solicitation covenants.

    Duvernay is a leading acreage holder in the Western Canadian
Sedimentary Basin. The company has some 1,800 square kilometers (~450,000
acres) of landholdings there, including positions in the emerging Montney
tight gas trend. Duvernay has reported over 25,000 barrels oil equivalent per
day (boe/d) of production, predominantly in natural gas, with plans to
increase production to around 70,000 boe/d by 2012. Shell has around 80,000
boe/d of tight gas production in North America, and has been building its
acreage positions for future growth.

    Shell's Chief Executive Jeroen van der Veer commented "Shell
has a proven track record in North America tight gas activities. Duvernay
could become a valuable part of the Shell portfolio, where we can add value
through technology and scale. The combination of Duvernay's acreage with
Shell's proven operating experience and financing capabilities make this
transaction attractive to all shareholders."

    Full details of the Offer will be included in a take-over bid
circular and related documents, which will be filed shortly with securities
regulators and mailed to Duvernay shareholders.

    The Offer is subject to regulatory approvals and other
conditions contained in the formal offer documents, including the tendering
of at least two-thirds of Duvernay's fully diluted share capital.

    Notes for Editors

    Shell

    Shell is a leading player in North America tight gas, with producing
positions including in Western Canada, Wyoming (Pinedale), and in South
Texas. With tight gas production of some 80,000 boe/d, Shell has a strong and
proven track record in responsible and low cost activities in this play.
Shell is also well positioned for future growth, with acreage in the emerging
Haynesville play located in Louisiana and Texas.

    Duvernay Oil Corp.

    Duvernay is an Alberta-based oil and gas company, which was founded in
2001. It is engaged in the exploration and development of natural gas and
crude oil with emphasis on the deeper, western portion of the Western
Canadian Sedimentary Basin in Alberta and Northeastern British Columbia.

    Duvernay owns some 450,000 net acres (~1800 square kilometers) in two
large gas project areas, Sunset-Groundbirch in British Columbia and the
Alberta Deep Basin - both characterized by multiple, extensive tight gas
reservoirs with long-producing life. Duvernay owns and controls the natural
gas processing and delivery infrastructure in both large project areas.

    Duvernay estimates that its production could grow from ~20 kboe/d in 2007
to some 70 kboe/d in 2012.

    The Company's head office is in Calgary, Canada.

    Legal Notice

    This release does not constitute an offer to purchase or a solicitation
of an offer to sell securities. Duvernay shareholders are advised to review
the circular and any other relevant documents to be filed with the Canadian
securities regulatory authorities because they will contain important
information. In addition to mailed copies of the circular, investors will be
able to obtain the documents free of charge through the System for Electronic
Document Analysis and Retrieval (SEDAR) at http://www.sedar.com.

    Cautionary Statement

    This announcement contains forward-looking statements
concerning the financial condition, results of operations and businesses of
Royal Dutch Shell. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements. Forward-looking
statements are statements of future expectations that are based on
management's current expectations and assumptions and involve known and
unknown risks and uncertainties that could cause actual results, performance
or events to differ materially from those expressed or implied in these
statements. Forward-looking statements include, among other things,
statements concerning the potential exposure of Royal Dutch Shell to market
risks and statements expressing management's expectations, beliefs,
estimates, forecasts, projections and assumptions. These forward-looking
statements are identified by their use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend",
"may", "plan", "objectives", "outlook", "probably", "project",
"will", "seek", "target", "risks", "goals", "should" and similar
terms and phrases. There are a number of factors that could affect the future
operations of Royal Dutch Shell and could cause those results to differ
materially from those expressed in the forward-looking statements included in
this announcement, including (without limitation): (a) price fluctuations in
crude oil and natural gas; (b) changes in demand for the Group's products;
(c) currency fluctuations; (d) drilling and production results; (e) reserve
estimates; (f) loss of market and industry competition; (g) environmental and
physical risks; (h) risks associated with the identification of suitable
potential acquisition properties and targets, and successful negotiation and
completion of such transactions; (i) the risk of doing business in developing
countries and countries subject to international sanctions; (j) legislative,
fiscal and regulatory developments including potential litigation and
regulatory effects arising from recategorisation of reserves; (k) economic
and financial market conditions in various countries and regions; (l)
political risks, including the risks of expropriation and renegotiation of
the terms of contracts with governmental entities, delays or advancements in
the approval of projects and delays in the reimbursement for shared costs;
and (m) changes in trading conditions. All forward-looking statements
contained in this announcement are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section. Readers
should not place undue reliance on forward-looking statements. Additional
factors that may affect future results are contained in Royal Dutch Shell's
20-F for the year ended December 31, 2007 (available at
http://www.shell.com/investor and http://www.sec.gov ). These factors also
should be considered by the reader. Each forward-looking statement speaks
only as of the date of this announcement, July 14, 2008. Neither Royal Dutch
Shell nor any of its subsidiaries undertake any obligation to publicly update
or revise any forward-looking statement as a result of new information,
future events or other information. In light of these risks, results could
differ materially from those stated, implied or inferred from the
forward-looking statements contained in this announcement.


Source: Royal Dutch Shell plc

Contact information: SHELL MEDIA RELATIONS, London: +44(0)20-7934-3505, The
Hague: +31-70-377-8750, Calgary: +1-403-691-4189, Email:
media-relations@shell.com; SHELL INVESTOR RELATIONS: Calgary: Ken Lawrence
+1-403-691-2175, The Hague: Tjerk Huysinga +31-70-377-3996 / +44-207-934-3856,
New York: Harold Hatchett +1-212-218-3112

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This Report on Form 6-K is incorporated by reference into:

a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell
International Finance B.V. (Registration Numbers 333-126726 and 333-126726-01);
and

b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc
(Registration Numbers 333-126715 and 333-141397).



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    Royal Dutch Shell plc
     
Date: 14 July 2008 By: /s/M.C.M. Brandjes

  Name:  M.C.M. Brandjes
  Title: Company Secretary