The merger with Tokyo Leasing, agreed two weeks after Lehman (2008)

A handshake with the ratio left blank

What catches the eye in this merger is the sequence. Lehman Brothers failed on 15 September 2008; the basic agreement was announced on 29 September. The share exchange ratio was left undecided, and what the parties agreed was only the fact of combining, which company would survive, and the new name. Had the ratio been fixed first, negotiations would almost certainly have snarled once the shares were sold down to a low of ¥480 in October. Narrowing what had to be decided and pushing what could not be decided to a later date left, in the middle of a crisis, at least the framework standing.

The other point is that the surviving company held only 49.0% of the voting rights. The ¥1,158bn of assets it took over were larger than its own ¥845.9bn, so in scale it was the side being swallowed. Even so, it took the seat of surviving entity in law, and the second half of the new name. The presidency went to the other side’s Asada Shunichi, while its own president moved up to chairman. Thirteen years after the merger, chairman Asada wrote that the desk clock handed to every employee in the spring of 2009 still sat on the desk in his office.