Bentonstocks, I just don't see what you see. On a stock for stock sitution, the ratio means everything. Suppose that for every FWR share, NOT agreed to give 100 of its shares. Not such a good deal for current NOT shareholders, as NOT shareholders would be unfairly diluted. And, conversely, suppose that for every 100 FWR shares, NOT agreed to give 1 of its own shares. Not such a good deal for current FWR shareholders, as FWR shareholders would be unfairly diluted.
The above ratios are ridiculous, and just plugged in to make the point. If the ratio is fair, then I agree with you, and there would be some (cost) effeciencies to the merger as well. But normally, "fair" isn't what is first proposed, unless it's some sort of preemptive strike.