Rob glanced at the front page of the Financial Times, which was lying on the table. The headline was about a takeover of a British bank.
“What do you think Leopard stock will open at?” he said to Cynthia.
“Fifty bucks.”
“You think it’ll blow over that quick?”
“Yeah. Who believes the Herald? It’s a storm in a teacup.”
Rob smiled.
“What?”
“You sound more English, that’s all. Your accent’s stronger.”
“Are you saying I have an American accent when I’m in New York?” Cynthia seemed offended at the idea.
Rob laughed. “No. It’s just … it’s gone a little more English, that’s all.”
Cynthia gazed at him for a moment, then looked away.
Rob watched her, amused. There never seemed to be anything to Cynthia but work. No feelings, no humor. Just work and her overwhelming ambition to get a great review at the end of the project.
“So you think the stock price drama is over, huh?”
Cynthia gave a quick nod. She looked around impatiently. “Let’s just get this done,” she muttered. “Data rooms are so tedious.”
A couple of minutes later a woman stepped out of an elevator and came toward them. They both got up. The woman verified who they were.
“I’m terribly sorry,” she said. “But I’ve just checked, and apparently we haven’t received authorization for you to enter the data room.”
“Isn’t it ready?” asked Cynthia.
“It’s ready,” said the woman.
“Well, I don’t understand,” said Cynthia. “We’re here to use the data room.”
“I know that,” replied the woman.
“Listen,” said Cynthia, “I’m not sure if you understand the situation. We’re under extreme time pressure here and I can assure you that BritEnergy will be very upset if they find out—”
“Miss Holloway,” said the woman, interrupting her. “I think it’s you who doesn’t understand the situation.”
“How so?” retorted Cynthia.
The woman gave her an icy smile. “Let me put it another way. You’re from Dyson Whitney, aren’t you?”
“Yes.”
“Well, BritEnergy doesn’t want you in their data room.”
23
Lyall Gelb rubbed at his belly. The pain was there again. It was six-thirty on Monday morning and he was already in Mike Wilson’s office. Wilson had called up and woken him an hour earlier and told him to get in right away.
He wondered whether he’d be able to get away again. It was Becky’s first day back at school after her appendectomy and he had promised to drive her. It was important to him. Right now, it seemed a lot more important than what might or might not be happening in a data room on the other side of the Atlantic.
“Could be a mistake,” said Lyall. “They might have forgotten to give the clearance.”
Wilson shook his head. “They’re up to something.”
Lyall winced.
“You all right? You had something to eat? Maybe you should eat something.”
“No, I’m all right.”
Wilson watched him uneasily.
“When did you find out about it?” asked Lyall.
“Just before I called you. Stanzy rang me. His people in London were turned away. They waited until six in New York to wake him.” Wilson shook his head in disgust. “I tell you, Lyall, something’s going on. I want you to get on the phone with Trewin. Take it easy, see what he says, find out what’s going on.”
“What are you going to do?”
“What do you think I’m gonna do?” Wilson pushed the phone toward him. “I’m gonna listen!”
Lyall pulled out his cell phone and found the number for Oliver Trewin’s direct line. He punched it into the speakerphone on Wilson’s desk. A voice-mail message responded in a woman’s voice, saying it was Oliver Trewin’s office. Lyall left a message asking Trewin to call back.
He and Wilson sat in silence, waiting for the phone to ring. Wilson stared out the window at the river, which was a kind of purple color in the early light. Lyall glanced at his watch. A quarter of seven. If Trewin rang back, if he could clear this up relatively quickly, he might still get back to take Becky to school.
“Try again,” said Wilson.
Lyall punched the numbers again. This time Trewin answered.
“Lyall!” he said. “I was just about to call you back. Just picked up your message. Can you give me a few minutes?”
Lyall glanced at Wilson. Wilson rolled his eyes. He shook his head and whirled his hand quickly, telling Lyall to keep going.
“Ah … Oliver?” said Lyall. “This isn’t going to take long. We just need to get something covered off.”
“All right … hold on a second…” There was a shuffling of papers from the other end of the line. “All right, that’s better. What can I do for you, Lyall? Heavens, it’s awfully early for you, isn’t it? What time is it over there? Quarter to eight?”
“Quarter of seven,” said Lyall.
“Of course. Sorry. You’re an extra hour behind the East Coast, aren’t you?”
Wilson rolled his eyes again and motioned to Lyall to speed things up.
“Oliver, I’ve got you on speaker. That okay? I’ve got my hands full here.”
Trewin laughed. “Haven’t we all?”
“Okay, Oliver, you know we have a couple of people from our investment bank over in London this morning for the due diligence.”
“Oh. Really? Already? You don’t hang around, do you?”
Oliver Trewin’s voice sounded genuinely surprised. Mike Wilson scowled. That’s what all the Brits were like, actors. Like those characters in their situation comedies the Brits all found so funny. You never knew what they were actually thinking
“Yeah, the guys from Dyson Whitney are there,” said Lyall. “I believe our lawyers will be there tomorrow.”
“Excellent. Get it all moving, eh? We must get over to your side of the pond.”
Lyall glanced at Wilson, who shook his head impatiently.
“Oliver,” said Lyall, “we have a problem.”
“Oh?”
“Only a small problem. I was wondering whether you could help fix it.”
“I certainly will if I can, Lyall,” said Trewin cheerfully. “What is the nature of this problem, if one may ask?”
Like “one” didn’t know already, thought Wilson in disgust.
“Oliver, your lawyers won’t let our bankers into the data room.”
There was silence on the line. Lyall and Mike Wilson glanced at each other.
Trewin’s voice came on again. “That doesn’t sound very sensible. How are they supposed to do their work?”
“That’s what we’ve been wondering,” said Lyall.
“Did they give a reason?”
Lyall looked at Wilson questioningly. “No authorization,” whispered Wilson.
“Apparently they didn’t have authorization,” said Lyall.
“How odd,” said Trewin. “Well, I’m sure this is just a mistake. Lawyers!” he chuckled. “A law unto themselves, if you’ll excuse the pun.”
“Oliver,” said Lyall, “our guys are sitting there doing nothing.”
“And costing you a pretty penny, I shouldn’t wonder. This is no good, this is no good at all. We’ll have to get this sorted out for you. Look, give me a couple of minutes and I’ll call you back. Are you on your office number?”
“Yes.”
“Okay. Give me two minutes.”
The line went dead. Wilson picked up the receiver and put it down again to make sure the connection was cut.
“You think he knew?” asked Lyall.
Wilson shrugged. “Brits! Who knows what they’re fucking thinking.”
“I don’t think he knew,” said Lyall.
Wilson didn’t reply.
They sat in silence. The view from the window was growing brighter by the minute.
Lyall glanced at his watch. And again, thinking about Becky.
They heard a phone ring down the corridor. For an instant they looked at each other, then they both realized they were sitting in Wilson’s office. They bolted down the corridor to Lyall’s room.
“Lyall?” said Trewin.
“Yeah.” Lyall was panting.
“Sounds like you’ve been running, Lyall. You don’t have one of those awful treadmill things in your office, do you?”
“No.”
“Very good. Get out in the fresh air, that’s what I always say. Best thing for you.”
Wilson took a deep breath, just wanting Trewin to get on with it.
“By the way, Lyall, I might go on speakerphone as well, I think.”
“Sure,” said Lyall, glancing at Wilson. “So, what’s happening?”
“Well, this … can you hear? Is that all right?” Trewin’s voice now had a hollow quality.
“It’s fine, Oliver.”
“Good. Well, this data room thing, Lyall. Now, the thing is, I’m afraid there’s been a bit of a … how would you chaps put it? A bit of a glitch.”
Wilson’s eyes narrowed.
“What kind of a glitch?” asked Lyall.
“Well, I’m afraid Andrew’s asked them to hold off for a little while.”
“Andrew?” said Lyall. “You mean Andrew Bassett?”
“Yes.”
Lyall glanced at Wilson, who was shaking his head in disbelief.
“Asked who?” said Lyall.
“The lawyers,” replied Trewin. “He’s asked them not to let anyone in just yet.”
Lyall could see Wilson getting angrier by the second. Wilson motioned brusquely for Lyall to continue.
“Why is that, Oliver?” asked Lyall evenly.
Mike Wilson cocked his head, listening intently for the answer.
“Well, Lyall, all of this kerfuffle last week…”
“Kerfuffle? Oliver, I don’t follow.”
“Well, that awful article that came out…”
Wilson clenched his fist. Lyall half-expected it to come slamming down on the desk. Wilson was bursting to say something, but he managed to stay silent, jaw set, eyes narrowed, as he continued to listen.
“Oliver,” said Lyall. “Didn’t I explain that to you on Friday? The Herald’s a well-known muckraker.”
“I know, Lyall. Frightful. Don’t worry, we have the same over here. Every day, Lyall, one of them has a young lady on page three who’s completely topless. That’s what they have to do to attract readers. And the sad thing is, that’s the best part of the paper. Only bit worth looking at.”
“Oliver,” said Lyall, “the article was pure slander.”
“I don’t doubt it for a second.”
“So? What are we saying here?”
“Well, your share price, if I might be so bold … it did rather stumble somewhat.”
“It was halfway back by the close. I’d expect it to be all the way back up by the end of trading today.”
“I wouldn’t be at all surprised,” said Trewin affably.
“The market will go back and look at the results we put out, Oliver. That’s what matters.”
“Yes. Excellent results. Excellent! I wouldn’t mind being able to put out a set like that myself from time to time.”
“Damn right he wouldn’t!” whispered Wilson. He was sick of Oliver Trewin with his British understatement and slightly too-smooth agreeableness. He regretted that it had already been agreed that Trewin would leave the company when the deal was done. He would have enjoyed sacking him.
“So?” said Lyall.
“It’s just … there’s rather a lot of volatility, Lyall,” said Trewin. “I suppose we’d prefer to see rather less volatility, considering that quite a proportion of what you’re offering us is in the form of shares. Up, down, down, up … you understand what I mean.”
“Ask him who’s saying this,” whispered Wilson very softly.
“Oliver,” said Gelb, “let me ask you straight. Is that your opinion, or is that Andrew’s?”
There was a pause. Mike Wilson leaned forward until he was only inches from the phone, trying to hear if anything was being said in the background on the other end of the line. He stabbed at the volume button, turning the sound up as far as it would go.
“Well, we did have some discussions with our chaps from Morgan Stanley over the weekend,” said Trewin.
Wilson sat back in his chair violently.
“I can’t divulge those, of course.”
“Of course not,” said Lyall, glancing at Wilson, who looked as if he was going to pick the phone up and smash it to pieces.
“I believe Andrew spoke to our chairman over the weekend. Now, no need to worry, Lyall. I think we’re just looking for a short period of calm and reassessment. I don’t think we’ve got a major problem here.”
“The hell we don’t!” hissed Wilson.
“Lyall? Did you say something?”
“Umm … Oliver, this is a little surprising,” said Lyall, playing for time and looking at Wilson to see what he wanted him to do next. But Wilson’s face was a mask of pure, cold rage. “I mean … you know, our guys are over there right now. Perhaps you could have told us…”
“I believe Andrew took the decision early this morning,” replied Trewin. “Don’t quote me on that, but I believe that was the case. And it is still rather early now with you. I imagine he just thought he’d leave it a little longer before calling. I think he was planning to call Mike Wilson at … ah … nine o’clock your time. That would be three o’clock here. Would that be right?”
“Yes,” said Lyall.
“Do you think Mike will be around then?”
Wilson nodded. Then shook his head in disgust. Then nodded violently again, seeing that Lyall didn’t know what he wanted him to say.
“Probably,” said Lyall. “Yes, I’m pretty sure he will.”
“Excellent. I wonder if you could let him know?” said Trewin, and Lyall wasn’t sure he couldn’t hear a note of amusement in Trewin’s voice as he said it, as if he knew that Wilson had been sitting there all along.
Wilson got up as soon as Lyall had cut the connection.
“They’re fucking with us.” He paced violently around Lyall’s office, then threw himself into a chair. He said it again, more loudly this time. “They’re fucking with us!”
Lyall watched him.
“They figure they’ve got a chance to screw us.”
“Possibly,” said Lyall. He glanced at his watch.
“What is it?” demanded Wilson. “Why the hell do you keep looking at your watch? Somewhere else you got to be, Lyall? You got something that’s more important than this?”
Lyall shook his head.
“Damn right you haven’t!” Wilson stood up again. “Come with me.”
He opened the door to Lyall’s office. It was after seven now. Other people were arriving for work. From somewhere along the corridor, they heard the voices of a couple of junior executives bantering about what they had done over the weekend.
Back in his own office, Wilson got Pete Stanzy on the phone.
“Pete, you were right,” said Wilson, without any preliminaries. “They’re fucking with us.”
“What happened?” asked Stanzy.
“We talked to Trewin, their finance guy. Lyall here talked to him.”
“Hey, Pete,” said Lyall.
“Hey, Lyall. What did he say?”
“They’re worried about the stock price. They want to wait and see—”
“They’ve been talking to Morgan Stanley!” interjected Wilson. “They’ve been talking to them all weekend. Then fucking Bassett spoke to his chairman and they’ve shut down the data room.”
“Until when?”
“Who knows? Bassett’s calling me at nine. According to Trewin, he was going to do it anyway. I bet he was listening in on everything we said.”
“Wait,” said Stanzy. He was in his office o
n the thirty-fourth floor. In New York, it was after eight. “Let me get this straight. They’re saying they’ve reacted to the stock price. But at the close it was only three bucks down from where it was before the article came out. And that was up a dollar eighty with your results. So it’s only one-twenty down from where it was when you agreed the deal with them. And our projection is it’s easily going to be back up to that point by the close of trading today.”
“I told them that,” said Lyall. “It’s the volatility they don’t like.”
“Yeah,” muttered Wilson. “And if it wasn’t the volatility, it’d be something else.”
“So they’ve put things on hold and Bassett’s calling you at nine. Is that what you said?” asked Stanzy. “Is that nine o’clock your time?”
“Jesus Christ, Stanzy, let’s get to the point! What difference does it make what fucking time he calls me?”
“Yes,” said Lyall. “Nine o’clock our time.”
“They’re shopping themselves around,” said Wilson. “Huh, Stanzy? Right? That’s what they’re doing.”
“Possibly.” Pete Stanzy gazed out through the glass wall of his office at the associates hunkering over their computers in the bullpen. His mind was working fast, crunching through the possibilities. “That’s one possibility. Their bankers will be telling them they can get more.”
“More than twelve-point-five? Plus our break fee?”
“That’s what they’ll be telling them,” said Stanzy, who had done precisely the same thing himself dozens of times, and had sometimes even gotten clients to believe him. “They’ll be saying they can get more. They’ll be looking for five to ten percent of the difference as a success fee, so they’ll be pushing that line hard.”
“You fucking investment bankers!”
“That’s how it is, Mike.”
“Jesus!” said Wilson. “Bassett would have to be a hell of a lot dumber than I thought to fall for that. They’ll never get it! That’s why we went in at twelve-point-five, right? To stop them from doing this.”
“Morgan Stanley’s got nothing to lose. If they can get a bidder to come up with another billion, that’s a hundred million for them. It’s all upside. You’ve gotta expect them to try it.”
Due Diligence: A Thriller Page 19