LONDON, July 24 (Reuters Breakingviews) – A merger of two companies can be a headache; a merger of two countries even more so. The state-owned Abu Dhabi National Oil Company (ADNOC) and $15 billion OMV (OMVV.VI), 32% held by the Austrian state, are in talks to merge the two petrochemical companies they cross-hold, Borouge (BOROUGE.AD) and Borealis, into an entity that would be worth over $30 billion. The complex ownership structure and the involvement of two governments make it intriguing to see who holds the whip hand.

Borealis and Borouge’s shareholder structure is complex. ADNOC owns 54% of Abu Dhabi-listed Borouge, while 36% of the same company is held by Borealis, with other investors accounting for the other 10%. Meanwhile ADNOC owns 25% of Borealis, while OMV holds the other 75%. The upshot of the cross-shareholdings is that OMV holds a direct majority stake in Borealis and an indirect 27% minority stake in Borouge, while ADNOC holds a direct minority stake in Borealis and 63% overall of Borouge.

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