Big Motor’s Agreement with ITOCHU Reveals “Rift between Management and Frontline”

The company that has obtained exclusive negotiating rights for Big Motor’s sponsor company has finally been revealed. It is a general trading company Itochu Corporation. The company has come forward to provide support, along with its affiliates Itochu Enex Corporation and J-Will Partners Inc. The company’s condition was to eliminate any involvement by Kaneshige, the former president and vice president of Big Motor’s founding family, and his father and son.

 

Regarding the conclusion of the basic agreement, Big Motor released a press release on November 17 titled “Notice Concerning the Conclusion of a Basic Agreement for the Restructuring of the Company”.

In the release, both companies use the term “start of due diligence”. Due diligence means an investigation by the acquiring party to ascertain the actual status of the target company in advance. Of course, in the case of Big Motor, Deloitte, a consulting firm prepared by the bankers, has conducted a very broad and deep investigation, the result of which was the announcement of the “conclusion of the basic agreement,” but a more detailed audit will be conducted in the future. In other words, support is not a done deal, and there is no guarantee that the three ITOCHU-related companies will decide not to provide support as a result of the due diligence.

Under these circumstances, an emergency video was reportedly sent from President Izumi to all Big Motor employees between the 17th and 18th of the agreement’s announcement. The following is an excerpt from the message President Izumi sent to the site in the 10-minute video.

 

“We would like you to ensure that you do not communicate to our customers or business partners as if the support from the three companies has been confirmed.

Considering the current difficult situation in the field, it would be tempting to use sales talk such as, for example, “We want you to rest assured that we are now part of the ITOCHU Group,” or “There is no problem with our business situation because ITOCHU Corporation will help us in case of emergency,” but these talks would be false statements at this time , and we would like to ask our customers and suppliers to refrain from making such statements. 

I would like to ask each and every one of you to promise me that you will never make any careless talk about this matter, as your comments may well lead to the cancellation of this support.”

After this, the three ITOCHU-related companies were introduced. In addition, he also informed them of the new business opportunities that could be created through collaboration with the three companies. Finally, he also touched on the future schedule, saying that after due diligence, he would like to discuss the possibility of starting as a new company in the spring of 2024 with the support of the three companies.

 

Throughout the video, President Izumi made a strong appeal to all employees to adhere to compliance. The nuance of this message can be translated as: “Don’t ever say or do anything inappropriate,” “Support has not been decided, so don’t carelessly talk about it to customers or business partners either. Always contact the Public Relations Department if you are going to be interviewed by the media!” And so on. The repeated emphasis on the need to keep quiet seemed to highlight the wide gulf between the management team and the frontline.

However, why did the company decide to go with ITOCHU rather than Orix Corporation or IDOM Corporation (Gulliver’s parent company), as previously reported? According to the author’s interviews, ITOCHU was heard to be one of the candidates for support at the end of August. However, at the end of October, IDOM, which operates Gulliver, emerged as the first candidate. The decision to support the company seemed certain, but then allegations of insurance fraudulent claims at a sheet metal repair site surfaced, and by November 9, IDOM announced that it would not be supporting Big Motor. Against this backdrop, the decision was made to go with ITOCHU, which had been the original candidate.

With the candidate for support decided, Big Motor is proceeding with its management restructuring. Will it be able to overcome the takeover audit and officially receive support from ITOCHU? 

 

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