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The Spanish Government is selling the remaining tranche of its holding in Argentaria (Corporacion Bancaria de Espana), one of Spain's four leading banking groups, in an international public offering. The stock is valued at approximately US$2.1 billion. Representing Argentaria is US firm Davis Polk & Wardwell, New York. Coordinating the lawyers is the head of Davis Polk's securities practice, Jeffrey Small. Also involved is financial institutions partner Margaret Tahyar in the London office. Advising Argentaria in Spain is Garrigues & Andersen.

Three UK firms, Linklaters & Paines, Allen & Overy and Clifford Chance continue their dominance in MTNs. But Allen & Overy has leapt ahead of its competitors in the drawdown market. By Richard Forster and Barbara Galli

Royal Bank of Canada and Bank of Montreal have agreed to merge. In response to consolidation in the international banking sector the two banks will join to create North America's tenth largest bank by market capitalization (US$26.6 billion). Royal Bank's shareholders will own 54.9% of the new bank and Bank of Montreal's shareholders will own 45.1%. The transaction is being lawyered by three Canadian firms, two US and one UK. On the Canadian side McMillan Binch and Ogilvy Renault advise Royal Bank. Osler, Hoskin & Harcourt advise Bank of Montreal. US firms Sullivan & Cromwell and Simpson Thacher & Bartlett represent Royal Bank on US regulatory law. UK firm's Allen & Overy advise both sides on EU regulatory matters.

Bell Atlantic has launched a US$2.4 billion convertible bond. The five-year deal is the largest international equity-linked offering to date. Bell could not sell shares direct because of US regulations which prohibited an equity offering within two years of its merger with Nynex, the New York telephone company, last year. The bonds, which were distributed largely to non-US investors, will be exchangeable into Bell's 25% stake in New Zealand Telecom after 18 months. Davis Polk & Wardwell advised the lead managers, SBC Warburg. Davis Polk's team was led by capital markets partners Winthrop Conrad in New York and Sandy Whitman in London.

Finland's two largest energy companies are to merge. Imatra Power, the state-owned power generator, will join with Neste Oy, the partially privatized oil company. After EU merger clearance, minority shareholdings will be transformed into shares in the new holding company, IVO-Neste Group. The company will have a combined turnover of approximately FIM55 billion (US$10 billion) and will list on the Helsinki stock exchange. Full privatization is likely to follow. The government holds stakes of 95.6% in IVO and 83% in Neste. Gasum, Nesté's natural gas joint venture with Gazprom, will not be included in the merged company. The Ministry of Trade and Industry and IVO-Neste have appointed Finnish firm Roschier-Holmberg & Waselius as legal adviser. The firm's team comprises partners Tomas Lindholm, head of the capital markets group, and Gunnar Westerlund, head of the tax group.

Compaq, the US computer manufacturer, is set to pay approximately US$9.6 billion for Digital Equipment Corporation, the supplier of networked computer systems, software and services. Upon completion, Digital will become a wholly owned subsidiary of Compaq. The transaction is the computer industry's largest to date. Skadden, Arps, Slate, Meagher & Flom represent Digital and Davis, Polk & Wardwell represent Compaq. Skadden Arps's team is headed by mergers and acquisitions specialist Joseph Flom and includes fellow mergers and acquisitions partners Roger Aaron, Louis Goodman and Howard Ellin; antitrust partners Benjamin Crisman, Michael Weiner and Barry Hawk; tax partner David Rievman and Stuart Alperin, a partner specializing in employee benefits and executive compensation.

Several deals have been signed this month following Boris Yeltsin's visit to Italy. Foremost among them is the Eni-Gazprom strategic alliance. Eni, Italy's partly privatized oil and gas group, signed a deal which should lead to direct investment of at least US$1 billion in Gazprom, the Russian gas monopoly. The alliance will also create a separate joint venture company focusing on the exploration and development of oil and gas fields in Astrakhan, southern Russia. Further talks may lead to a joint exploration, production and marketing effort in other countries. Last November Royal Dutch/Shell signed a similar agreement and invested US$1 billion in a Gazprom convertible bond. Eni confirmed that it is seeking to agree the basis on which it may also acquire an equity stake.

Federal Mogul, the global automobile parts manufacturer, announced on January 12 its plans to purchase Fel-Pro, a privately owned manufacturer, for US$720 million. The transaction includes US$225 million in common stock and US$495 million in cash. The deal will make the combined company a single source for engine-dealing systems, considered vital for auto-parts makers as the industry consolidates. Advising Federal-Mogul on all corporate aspects of the deal is Cleary, Gottlieb, Steen & Hamilton, New York. Lead partner is M&A specialist William Groll. Also involved is the Chicago office of Baker & McKenzie, advising on tax issues. Representing Fel-Pro is Katten Muchin & Zavis, Chicago. Lead partner is corporate specialist David Shavitz.

Nestlé, the Swiss consumer products group, will pay £715 million to Dalgety, the UK food group, for its Spillers pet food business. The deal, subject to regulatory clearance, will give Nestlé 20% of Europe's branded pet food market. It is Nestlé's biggest acquisition since the 1992 purchase of Perrier, the French mineral water group. Two UK firms are working on the deal. Freshfields advise Nestlé while Slaughter and May advise Dalgety. Freshfield's corporate partner Julian Francis is leading the team, which includes partners Francis Sandison (tax), Nick Spearing (antitrust), Nick Carter (intellectual property) and Mark Wheelhouse (property).

Eurotunnel has restructured its debt through a four-tranche bond issue, totalling £5 billion. The issue includes a £1 billion convertible bond, swapping debt for equity. It is over two years since the company declared a moritorium on interest payments. The deal, which was the largest ever private sector corporate workout, involved a syndicate of almost 200 banks. UK firm Linklaters is advising the four agent banks for the syndicate (NatWest, Credit Lyonnais, Midland and BNP) on English, French and US law. Rambaud Martel is acting as special French counsel to the banks. UK firm Herbert Smith advises Eurotunnel alongside Darrois Villey Maillot Brochier, the local counsel.