“Talk to Henry as well. He can help,” David hurried to say.
Ronnie nodded and left.
Evelyn’s desk was still empty, but Ronnie noticed a cup of coffee with a yellow sticky note on it saying: Ronnie, you look like someone who desperately needs a strong cup of coffee. He took the coffee to his office and sipped slowly, exhausted. The pieces of the puzzle refused to come together. He couldn’t shake the ominous feeling that the path he’d been following was made of quicksand. He rested his head on the table and tried to relax. When he opened his eyes and glanced at his watch, he discovered he’d been sleeping for almost an hour. While stretching in a useless attempt to chase away the great tiredness nestling within him, he was surprised to see an email from an unknown sender on his screen. The subject line screamed with red bold letters: “Acquisition offer for TDO.” Ronnie hurried to open the message and began to read:
“Dear Mr. Saar,
“Smith, Jones and Co. Investment Banking represents a large European customer who has shown an interest in acquiring TDO. The acquiring company began its due diligence checkup two months ago and is interested in proceeding with the process as quickly as possible. If you find this offer to be interesting, please contact Mr. Smith as soon as possible at the phone number at the bottom of this email.”
Ronnie wasn’t familiar with the name of the sender and neither with Smith, Jones and Co. He reread the email, trying to draw some more information from it but couldn’t find any. A phone number was underneath the signature, but a physical or even a website address was noticeably missing. An investment banking company without a website? Without offices? What about the names? They sounded so overused and fictitious, as if they’d been taken out of a bad mystery book. Smith and Jones…
He pulled the phone over and dialed.
The phone rang for a long time, and seconds before Ronnie decided to hang up, a voice with an Oxford accent answered.
“Smith.”
Ronnie decided to skip the pleasantries and get straight to the point. “This is Ronnie Saar. I read the intriguing email you sent me, and I’m interested in getting more details from you.”
“I’m happy you got back to me so quickly. Sorry you had to wait on the line, but you’ve caught me in the middle of another meeting,” the Englishman apologized. “I’d like to meet face-to-face, instead of wasting valuable time on the phone. I can assure you my client is serious and is willing to pay a fair price for the company you chair.”
“I’d be delighted to meet you, of course. I’m available this afternoon and Monday.” Ronnie managed to restrain his voice, but his heart was beating like a drum.
“If it’s OK with you, my partner, Mr. Jones, and I would like to meet with you as early as today. Will two o’clock be convenient for you?”
His words were like celestial music to Ronnie’s ears. “Two o’clock will be fine. Our offices are on—”
“I know where you are, Mr. Saar. And now, if you’ll excuse me, I must get back to my meeting. Be seeing you.” The call was disconnected.
Ronnie spent the next hour doing some in-depth searching on the internet and in various venture capital databases the firm subscribed to but was able to come up with only three references to the investment bankers’ name. In all three references, they were presented as bankers who’d led acquisitions of American companies by nameless European purchasers. It was very noticeable that the sellers were quoted as praising the process that Smith and Jones had led and the decency of the purchasers, which made the absence of the identities of the acquiring parties all the stranger.
“David asked not to be disturbed,” Evelyn scolded Ronnie, “he has a long list of telephone calls to make.” When he got closer, she whispered, “Based on the sour look on his face, some of them are not going as well as he’d hoped.”
“I’m sure he’ll be glad to see me.” Ronnie smiled. “I have some good news for a change.”
Evelyn raised her eyebrows and gave Ronnie an inquisitive look. “Ray,” she called him by the nickname she’d crowned him with, “if you were able to come up with some good news, you’re a wizard…”
“I’m not a wizard. I think I just got lucky.”
“Luck has a tendency to deceive desperate people. Don’t trust anyone but yourself.” Evelyn surprised him. “You can go into David’s office, but it’ll be on your head.”
“Are you familiar with an investment banking company called Smith and Jones?” Ronnie asked while marching toward David’s desk.
“What’s this nonsense? I really don’t have time for this now.” David’s face reddened.
“I just got an email stating an investment banking group that goes by that name is representing an organization that would like to acquire TDO,” Ronnie continued. “I’ve no idea who this buyer is or who these bankers are. Either the heavens are smiling on us, or something fishy is going on. I think it’s suspicious the offer was sent such a short time after I received the telephone call from Robert cancelling the deal. Anyway, they’re scheduled to come to our offices at two o’clock to discuss the acquisition. I’d be happy if you could attend the meeting; I have a feeling I could use your experience.”
“I was afraid this would happen; the vultures have come out of their nests,” David mumbled, disheartened. “But I guess we’ll have to settle for that. I’ll clear some time and bring Henry with me as well.”
“All right” — Ronnie hesitated — “as long as it’s clear to Henry, I’ll be the one leading the conversation. If the investment bankers think, even for a moment, that we don’t speak with a single voice, they’ll tear us apart.”
“I’ll talk to him. Goodbye.” David cut off the conversation and began to go through his paperwork with exaggerated attention.
“David doesn’t seem too happy. Neither do you, for that matter,” Evelyn remarked as Ronnie left David’s office, sunk in thought.
“Ye…s…s. In…teresting,” Ronnie muttered to himself distractedly.
“Ronnie?” Her concern was evident.
“Everything’s fine, Evelyn.” Ronnie pulled himself together. “Two investment bankers will be coming in at two o’clock. David, Henry and I will be meeting with them. Please clear a conference room for us, and arrange some refreshments, if you would.” He stopped in front of her desk. “And thanks for the morning coffee.”
“For you — anything,” she said with a joyless smile.
Chapter 30
New York, October 25, 2013, 2:00 PM
At exactly two o’clock, the receptionist led two men, who looked like they’d stepped out of the pages of an Italian fashion magazine, into the conference room.
“Would you like something to drink?” she asked and felt a blush rising in her cheeks. The younger of the two was about thirty, tanned, blond, with turquoise eyes. He looked like a surfer who’d accidentally found himself in a three-piece Armani suit. The dimple that appeared in his right cheek when he flashed her an appreciative smile made her weak. His partner was about forty-five and bore a heart-stopping resemblance to George Clooney. She was rescued from her embarrassment when Ronnie entered the room. She apologized and hurried to get out and take care of their refreshments.
“Welcome.” Ronnie shook their hands, trying to conceal the pressure he actually felt. “David and Henry, my two partners, will be joining us momentarily.”
“My name is Smith,” the George Clooney look-alike introduced himself, “and this is my partner, Mr. Jones, who’s in charge of the deal.”
Jones nodded in acknowledgment, opened his expensive-looking leather attaché case, took three thin ring binders out of it and placed them in front of him. “Should we wait for your partners, or can we begin?” A hidden complaint seemed to be veiled behind his polished accent.
“We can begin,” said Ronnie, his eyes following David and Henry, who were approaching the conference room.
“Perhaps we should start by telling you a bit more about our company…” Jones’ eyes tracked David and Hen
ry resentfully as they entered the room silently and sat beside Ronnie. “As shown in the binders in front of you, we’re a boutique investment bank that mainly represents buyers who’d like to keep their anonymity. Our field of expertise is arranging the acquisition of promising American companies for well-established European organizations. I assume you’ve searched for our website and were surprised to discover it doesn’t exist. The reason is simple: We don’t need a website. All our clients come through word of mouth from satisfied customers. I hope at the end of the process, you’ll join this exclusive group.”
“We share your hope,” Ronnie answered with marked iciness. “With your permission” — he gestured with his hand toward his partners — “allow me to introduce David, the managing partner of the fund, and Henry, a general partner in the fund and, till recently, TDO’s chairman.”
Smith and Jones greeted them with nods. “Now, unless you have any more questions about our company,” Jones began as they fished out their business cards and threw them on the table as if they were experienced card players, “with your permission, we’ll move on to discussing the deal. As my colleague has already told you, Mr. Saar, the buyers are familiar with TDO and believe its acquisition is in line with their long-term expansion strategy.” Jones’ gaze focused on Ronnie, ignoring the two other partners in the room. “In the material I’ll hand out in a moment, you’ll find the details of the Luxembourg-based company who’ll be the acquiring party, as well as the details of the transaction. In order to not waste valuable time in useless negotiations, we’ve decided to present you with our best and fairest offer right from the start. I hope you won’t see it as a sign of weakness and be tempted to do some horse-trading. You can take the offer as is or reject it. The option of discussing the price — or any of the other basic terms — is not on the table.”
Jones went quiet, waiting for a sign from Ronnie that he approved the rules that were presented. Ronnie sought cracks in the investment bankers’ confidence. “Before we talk about money, I’d like to understand the reasons behind concealing the identity of the acquiring party behind a Luxembourg straw company. I also want some assurances the IRS won’t be coming in tomorrow to charge me with assisting in money laundering.”
“Fair enough,” Jones’ words were laced with frost, “at least as to your first concern. In any event, I’ll speak to the second issue first. As stated, you’ll be able to find all the purchaser’s constitutional documents in the file you are about to receive. I’m confident your accountants and attorneys will find the company to be spotless. I don’t want the tax authorities to come knocking on my door any more than you do. To address your more serious point” — Jones stopped for a moment, making sure his criticism did not escape the ears of anyone present in the room — “the company that conducted the due diligence investigation believes TDO’s product represents a major breakthrough and could prove to be a great asset in the future. Nevertheless, I hope you won’t be offended if I tell you my client is very concerned by the possibility that in spite of all the effort and funds he’s willing to invest in the company, the drug will not be approved and the investment will end up as a complete waste. This is why it’s important for us to completely separate TDO and the acquiring company, in order to prevent possible damage to the company’s stock value and reputation. This is why we intend to run TDO as an independent organization for the first two years following the acquisition, to see if it’s able to stabilize the medicine and receive the FDA’s approval to put it on the market. If you’d like, you can regard us as a buyout fund[4] that would like to purchase a hundred percent of the company shares.”
“If that’s the case, why don’t you wait for the investigation regarding the two patient deaths to end? What’s the urgency in closing the deal?” Ronnie kept pressuring, ignoring David’s and Henry’s disapproving glances.
“That was our recommendation,” Smith joined the conversation, “but our client decided he prefers to gamble and acquire the company now, instead of paying three times as much or even more, in the event the medicine is approved by the FDA. We’ve tried to dissuade him from making this, if I may say so, erroneous decision. But at the end of the day, that was his choice and that’s why we’re here.” He glared at Jones, silently instructing him to take the reins once more.
“Shall we continue?” The turquoise eyes stared at Ronnie.
Ronnie kept quiet. He was bothered by the obvious belligerence underlying the logical explanations. This wasn’t the usual aggressiveness that typified investment bankers but a sense of superiority based on the certain knowledge Ronnie had no choice but to accept the offered deal.
“Of course,” Henry interrupted, “we’d love to hear the offer.”
“Before we get to the offer, a few more clarifications, with your permission,” Jones continued to address Ronnie alone. “The offer which will soon be presented to you, is valid for a single business week only, meaning the contract will need to be signed by next Friday. I hope we’ll all be wise enough to make use of the time we have left to finalize all the small details which remain to be discussed. We intentionally chose to use a standard contract we’ve used on more than one occasion in the past. I believe you’ll find it fair and clear. The only changes we’ll agree to will be the ones specifically related to the aspects that distinguish TDO. Mr. Smith and I also serve as the acquiring company’s solicitors, so we’ll handle all the negotiations. We’ll be at your service twenty-four hours a day and promise to quickly respond to any question. We’ll be heading back to Europe next Saturday to handle our next acquisition. Since we guarantee all our clients that we won’t handle two deals simultaneously, the acquisition offer will be off the table exactly one week from today.” Jones pushed additional three binders to the center of the table, expecting Ronnie and his partners to collect them. “And of course, the most important thing of all: The price we’re offering for the company is three hundred and fifty million dollars in cash, to be wired to your account on the day of signing.”
“This is indeed a fair offer,” Henry hurried to approve, extending his hand toward one of the ring binders.
Ronnie threw him a mocking glance, collected the two remaining binders and handed one to David. He left the one in front of him closed and turned to Jones. “As you suggested in the introduction to your short speech, we promise that we’ll carefully review the proposal and get back to you with a definite answer. I accept your position that the amount is non-negotiable, and I’ll take that into consideration while weighing our answer. I thank you for your faith in TDO — if you’re in New York this evening, I’d like to invite you both to dinner.”
“We appreciate the invitation, but we have a previous commitment. We’ll be happy to dine with you once the deal is signed. Have a pleasant weekend.” They rose simultaneously, collected their attaché cases and following a brief handshake left the conference room.
“Why were you so cold to them?” Henry erupted as soon as the two investment bankers were out of sight.
Ronnie got up slowly, took his binder and turned to leave the conference room.
“Ronnie, come back please,” David spoke for the first time since he’d entered the room, “now’s not the time to be arguing amongst ourselves.”
“I agree with you, David, and that’s why I’m leaving the room. Ever since I got this job, Henry’s been criticizing me and putting spokes in my wheel. Perhaps you have enough patience for him, I don’t. So, with your permission, I’ll go and carefully study the offer in my office.”
He left the room, still able to hear Henry erupting before closing the door behind him.
In his office, he gave the offer a cursory glance. It seemed too good to be true. It appeared as if the buyer wanted to neutralize any possible excuse for rejecting the deal. He wondered what the buyers had found in their due diligence that had made the company, with all its current difficulties, so attractive in their eyes. He would have been less suspicious of the offer had it been a hundred milli
on dollars lower. He had no doubt that the paperwork of the Luxembourg-based acquirer would be faultless. Even so, he felt as if he’d just spent an hour with a couple of venomous snakes.
He needed to know more about Smith and Jones’ investment banking company, and so he dialed Gadi. The Spanish voicemail message made Ronnie redial to make sure he’d called the right number. What’s he up to now? he mused. The phone buzzed in his hand. The incoming message was in Hebrew this time: Waiting for you at home. Love you. Liah.
Love you too, thought Ronnie. In a parallel world, in a different time.
Chapter 31
New York, October 25, 2013, 5:21 PM
He wasn’t used to things not immediately going his way. Ever since he was a child, he’d recognized that his cruelty could make any person do his bidding, no matter how odd his demands were. The update he’d just received from Smith, or perhaps it was Jones — he couldn’t always tell the difference between the two, and in all honesty didn’t especially care to — had caused a rage-filled wave to bubble up inside him. It was difficult for him to decide what had upset him more, the condescending tone, or the message that had been relayed to him. As far as he was concerned, they were lackeys running errands as he and his boss directed. Without him, they would be two more miserable lawyers rotting away in a large law firm. The authority they emanated derived from his power, not theirs. He knew they charged their customers huge sums, but as long as they delivered the goods, he wasn’t bothered by questions regarding their income. Money had never been a problem for the organization he belonged to. Professional honor was much more important, and the knowledge that the Israeli was still undecided and his two partners were allowing him to hinder the process was more than he was willing to bear. Smith recommended that he wait until Monday. “Wait” was a word he deeply despised.
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