Takeover

by Brian Freemantle

  “No.”

  “You don’t keep a telephone log?”

  “No sir.”

  “Your secretary wouldn’t have a record?”

  “It was a private call, between Sir Ian and myself.”

  “There was a call, wasn’t there, Mr Sinclair?”

  “Yes,” said the man tightly.

  “But you don’t know when?”

  “Not exactly, no.”

  “Could it have been nearer the end rather than the beginning of June?”

  “I don’t think so.”

  “But you’ve told us you can’t remember.”

  Sinclair was flushed, his hands gripping and ungripping the rail. “It could have been towards the end.”

  “After Lady Harvey’s occupation began?”

  “I don’t know.”

  “Look at the letter you’ve provided,” invited Dray. “It gives the date of June 18 for the commencement. Could it have been after June 18?”

  Sinclair looked at Buckland at last, a forlorn, helpless gesture. “It could have been,” he conceded.

  32

  Herbert Morrison prepared the final stages of his attack upon Rudd with the care and attention to detail that he had devoted over the years to the compilation of the company records and balance sheets in the filing cabinets in the Beacon Hill study. He created charts showing the decline and upheaval in Buckland House since the Best Rest involvement and a matching graph for the effect upon Best Rest. With all the facts before him, the old man waited impatiently until he calculated Grearson would have arrived at his Boston office and put the first call through to Massachusetts. The lawyer came immediately to the telephone and Morrison breathed out, relieved; he was tense with the excitement of what he was doing and didn’t want the irritation of delay. He wasn’t far away from landing the fish.

  “I’m glad you’re back,” said Morrison.

  “It doesn’t look good from here,” said the lawyer. “My professional advice is to get out, as soon as those damned shares come off suspension.”

  “What do you reckon my losses?”

  “In England, about $750,000. But aggregated with the slide here I’d say your overall portfolio has gone down almost $3,000,000.”

  Morrison had assessed it nearer $2,800,000, but didn’t consider it sufficiently important to argue. Everything had gone exactly as he had anticipated, except for the severe effect upon Best Rest: it was going to take longer for them to recover than he’d planned.

  “What’s the company loss?” he said.

  There was the sound of paper being moved from the other end of the line and then Grearson said, “Since it all began, I’d say Best Rest have lost something approaching $12,000,000 off their share value. And that’s a hell of a lot.”

  Which is exactly what the shareholders would think, calculated Morrison.

  “The time difference between where you are and here doesn’t help,” said Grearson. “The whole court coverage gets a hell of a play and Wall Street is still open. What’s it like today?”

  Morrison had had the early edition of the evening paper delivered and looked down at the front-page display. “Bad,” he said. “Worse than yesterday.”

  “Why don’t we sell, Herb?” pleaded the lawyer. “If we don’t move soon we’ll be behind a queue a mile long.”

  “I keep the shares,” said Morrison. “But they must be set against any takeover by Best Rest.”

  “I’ve told you they are,” assured the lawyer. “I think you’re mad. Whatever you’re doing, I think you’re mad. The English lawyer thinks so, too!”

  “I’ll be back in Boston soon,” said Morrison. “We’ll talk then.”

  The second Massachusetts connection was as efficient as the first. More sure of Patrick Walker’s habits than those of the lawyer, Morrison booked the call to his partner’s house in Lincoln. Walker answered personally.

  “I was going to call you,” said Walker at once. “We’re being turned upside down by this thing.”

  “I put our losses at something like $12,000,000,” said Morrison, with the advantage of the call to Grearson.

  “I had our brokers estimate the after-hours trading,” said Walker. “The more accurate figure is something like $14,300,000. I’ve just been listening to an early newscast from London which makes it sound as though that stupid bastard Buckland has been lying into his teeth all along.”

  “It looks that way.”

  “What the fuck are we into, Herb? I’ve got every banker and broker in Wall Street demanding an explanation.”

  “What about the stockholders?” prompted Morrison.

  “That too.”

  “I think we need to stop the panic, before it begins,” said Morrison.

  “What the hell are you talking about!” demanded Walker. “It began days ago!”

  “Stop it before it goes any further then.”

  “How?”

  “You’re the vice-chairman, with the majority of the board with you there in America,” said Morrison. “Why don’t you convene a special stockholders’ meeting?”

  “What for?”

  “An explanation from Rudd.”

  There was a hesitation from Walker. “You mean a confidence meeting?”

  “I mean whatever the stockholders want to make it,” said Morrison. “I wouldn’t think it unreasonable to ask for an explanation of a $14,300,000 loss that stands every chance of getting worse.”

  “Before I do that I need your guidance, Herb,” said Walker. “Has it gone wrong?”

  This time it was Morrison who hesitated, to convey the impression that he was reflecting on the question. “I think it’s a disaster,” he said. “It’s almost completely out of control.”

  “Will you come back to say that to the meeting?” said Walker.

  “Yes,” said Morrison at once.

  “Then I’ll call it,” decided Walker.

  “Telephone me tonight,” said Morrison.

  Morrison had difficulty in replacing the telephone and then realized it was because he was shaking so much, the tremors rippling through him. He was absolutely exposed now, committed to a course from which there could be no retreat. All his life he had been a cautious, even nervous man. Not even Rudd, who knew the extent of his feelings, would have guessed what he’d done. Morrison sniggered and stopped abruptly worried at the nearness of hysteria. It was going to work; he knew it was going to work.

  Only Rudd and Morrison returned for the evening conference with Dray. Bunch wanted to remain in court, Hallett went immediately to the Connaught for the business of the day, and Faysel excused himself early for the Saudi Arabian embassy and preparations for the OPEC conference.

  “You seemed surprised by the day,” said Dray.

  Rudd shook his head. “I’m glad you stopped where you did,” he said.

  “I’m not interested in papers being sent to the Director of Public Prosecutions for possible perjury,” said the barrister. “That won’t help any takeover. I just wanted to make the lies clear, that’s all.”

  “And were they?” asked Morrison. He’d only got to court for the last hour of the hearing.

  “I think so,” said Dray.

  “It was still like hammering a man to the cross,” said Rudd.

  Dray frowned. “Buckland provided the nails,” he said, unsympathetically.

  “How much longer?” said Rudd.

  “Blair’s not happy,” predicted Dray. “I don’t expect him to stick to the defence he’s planning. There’s still some technical stuff but I don’t think more than a couple of days.”

  “I want it over, as soon as possible,” said Rudd.

  “Today was ours,” said Dray confidently. “I don’t think you’ve any cause for concern.”

  Morrison excused himself from returning to the Grosvenor Square apartment, wanting to be at the Connaught when the call came from Walker after his meeting with the directors in New York. Hallett was waiting when Rudd entered, the telex and tape messages al
ready collated. Bunch had beaten him back from the court, too. Seeing the expressions on their faces, Rudd said, “What’s the matter?”

  “Haffaford’s have announced that acting on behalf of unnamed clients they are opposing any takeover bid you propose; they’ve issued a statement asking every shareholder to withhold from any offer we make until they’ve carried out a property revaluation,” said Hallett.

  “Son of a bitch!” said Rudd bitterly.

  “And there’s a message from New York saying that the board met today in emergency session following stockholders’ concern,” added the personal assistant. “They want you back for an explanatory meeting.”

  “I’ve only just come back from seeing them!” said Rudd exasperated.

  “Not the directors,” qualified Hallett. “The stockholders.”

  “What are you going to do?” asked the lawyer.

  “Think of a way to fight Haffaford’s,” said Rudd.

  “What about our stockholders?”

  “Stall them,” decided Rudd.

  They rode unspeaking back to Sloane Square, arriving ahead of Vanessa and Lady Buckland. They had to force their way, tight-faced, past the photographers grouped around the door, Margaret ignored Buckland when he suggested a pre-dinner drink in the drawing-room, going immediately upstairs to her dressing-room. She locked the door behind her and then stood with her back to it, eyes closed, breathing deeply. It took a long time for her to recover her composure, but at last she went further into the room. Damn them! she thought. Damn Buckland and damn Rudd.

  Margaret felt utterly confused, her normally ordered, reasoning mind misted with uncertainty and contradiction. She put the files entered that day in court on the bureau, with the documentation she’d produced earlier, and stood staring down at it, unfocusing for several minutes. Then she began to read, automatically at first and then with greater concentration, recalling the opening speeches of Rudd’s counsel and some of the remarks made by Sir Walter Blair. By the time dinner was announced, Margaret was deeply engrossed in the Formation Articles of Buckland House and the will apportionment and restrictions that had been imposed after the death of Buckland’s father. She refused to join the family for dinner, too interested in what she was reading.

  33

  Before he left for the court Rudd instructed Bunch to obtain an emergency valuation on the London properties and spent the morning listening to Tommy Ellerby recount details of Buckland’s gambling. The casino owner admitted the issuing of the company cheque for £635,000 and then, under persistent questioning from Dray, disclosed the date of a second gambling debt sufficiently close to the unapproved withdrawal of the £150,000 to establish a suspicion.

  Rudd grew bored with the procession of fund managers indicating their concern at the running of Buckland House and during the lunch adjournment told the barrister he didn’t intend remaining in court for the technical arguments and summing up. When he left he saw Buckland was missing as well. The three women were in their accustomed places. They ignored him.

  Everyone was waiting when Rudd arrived back at the apartment. “What’s the assessment?” he demanded at once from Bunch.

  “They’re all pleading for more time.”

  “I haven’t got more time, for God’s sake!” said the American. “All I asked for was an estimate.”

  “I provided all the details we had of previous valuations,” said the lawyer. “None of the hotels has changed substantially, so using the property price index they’re saying seventy-five per cent.”

  “Jesus!” said Rudd.

  Bunch went to some papers before him. “We were thinking in the region of $200,000,000 worldwide,” he reminded. “If Haffaford’s come in anywhere near this sort of valuation, it would bring the value of the London properties alone to something like $125,000,000.”

  “Which means you don’t stand a chance in hell,” said Morrison.

  “That’s defeatist,” said Rudd.

  “That’s practical,” said Morrison. “You were given a fifteen per cent ceiling by the board: you can’t come anywhere near a takeover bid now. Let’s be thankful we’ve cut our losses and get out.” The revaluation would mean he’d recover most of the $2,800,000 that Grearson had been so worried about.

  “They haven’t even made a counter-bid yet, for Christ’s sake!” said Rudd. “It could be a bluff.”

  “I don’t think it is,” said Prince Faysel. “I had a call from Penhardy. He’s unsure which side to choose. Apparently Haffaford’s are holding out the olive branch but at the moment, apart from ourselves, there are two separate factions, the merchant bankers and then Buckland, Condway and Gore-Pelham.”

  “Your responsibility is to the Best Rest stockholders now,” said Morrison. “Not some personal campaign you can’t possibly win.”

  “It is not a personal campaign,” said Rudd. “And it’s the stockholders I’m thinking of. We didn’t start this to become subsidiary shareholders in someone else’s business.”

  “Neither did we start it to lose over $14,000,000 which is the estimate of what we’re down so far. And that doesn’t make any allowance for whatever sort of uncertainty is caused in the court today.”

  The fund managers wouldn’t provide such titillating coverage for the newspapers but their views would impress the professionals, realized Rudd. It could lead to more unloading in New York.

  “If we back off now then all we’ve done is made it easy for someone else to move in and make the killing,” said Rudd.

  “Which is exactly the warning that was given to us in the written opinion by Sir Henry Dray,” remembered Morrison. “A warning that was ignored.”

  Rudd was aware that his father-in-law had avoided the personal accusation. He didn’t imagine the stockholders would: they had every reason for anger.

  “I think it would make sense to go back to New York,” said Bunch, showing his lawyer’s caution.

  “In the middle of a court case I couldn’t avoid that becoming public,” said Rudd. “Can you imagine the effect that would have in Wall Street!”

  “There’s no point in my remaining here any longer,” said Morrison. In New York he could orchestrate the whole thing to a crushing finale. Christ, it had been worth it! It had been worth every cent of the expenditure and every minute of the planning. And it wasn’t just Angela, he conceded, in belated honesty. It would mean that he could get Best Rest back, from the man who had stolen it.

  “Do you want me here?” asked Bunch.

  “Yes, while the case is going on,” said Rudd.

  “It will be difficult for me, immediately,” said Faysel. “I’ve got the Vienna meeting of OPEC beginning at the weekend.”

  “It isn’t going to look good, three directors still absent after the sort of summons that has come not only in the name of the directors, but the stockholders as well,” said Morrison.

  “You’ll have to explain it,” said Rudd.

  “I didn’t have much success last time,” said Morrison. “And things are a lot worse now.”

  The old man was right, thought Rudd. Never in his life had he fouled up as badly as he had now.

  It was a private, unrecorded meeting, with no aides or witnesses for either man.

  “Can you tell me who you’re acting for?” said Buckland.

  “No,” said Haffaford.

  “An English company?”

  “I can say that, yes.”

  “I could still defeat it, if the court finds in my favour.”

  “We realize that” said the merchant banker. “The cost to Buckland House after all the publicity would probably be disastrous though, don’t you think?”

  “What would my position be, if the court orders some disposal and I came over to you?”

  “I don’t know.”

  “I need some guarantee,” said Buckland.

  “I can’t give that.”

  “Then I can’t give a commitment to you,” said Buckland, as forcefully as he could.

  “I reg
ret that,” said Haffaford. “I regret that very much indeed.”

  34

  The need to think through an effective move against any counter-bid was the predominant reason for not attending the court on the final day, but Rudd conceded to himself the secondary cause, his reluctance to sit through submissions and then judgment upon her husband with Margaret sitting only yards away. He’d never avoided business unpleasantness before. But then there had never been anything like this before. He told Bunch to summon him in time for the decision and remained in Grosvenor Square, trying to think of an answer, slumped on the couch upon which he’d once held Margaret. He remained there a long time and then decided there wasn’t one. Morrison had been right. He didn’t stand a chance in hell. If the counter-bid for the London property came in at $125,000,000, then worldwide his offer of the two-thirds left would have to be $150,000,000 to stand any chance of consideration, let alone success. And to be able to make that, and possibly go higher still, he couldn’t work under a ceiling of fifteen per cent. He couldn’t work under any ceiling at all. The only logical thing to do would be to return to America and argue the case before the other directors and if necessary the stockholders and get an agreement for it to be lifted, so he could continue. And stood about the same chance in hell for getting them to agree, after they’d seen the value chipped away from their stock, like a madman whittling a stick. The other obvious avenue would have been Faysel and the Saudi investment fund, but he knew from the Zürich meeting that there was no money available there. He’d failed. He’d tried to get the best, to be the best, and been beaten. He’d been beaten by things he couldn’t have anticipated or predicted, so there was no criticism that could be levelled at him. Bullshit, he thought. Stockholders weren’t going to be interested in an apologia about convoluted English share structures and unexpected moves by merchant banks. They were going to be interested in retirement pensions and biscuit-tin money they’d put into his care and seen vanish. He’s never thought of himself as a man with pride, with a necessity always to prove himself. But it existed. He enjoyed the Fortune magazine articles and the recognition in the Four Seasons. And enjoyed, too, getting financial support from a telephone call and boarding at whim company aircraft, to which his father had only ever carried the bags, to fly off to Mexico or the Caribbean or Europe. Failure had never occurred to him. But that’s what he was confronting now, he realized. Failure. Complete and abject failure with rejection by the board and by the shareholders and suspicion instead of awe from the bankers and the brokers. He didn’t want to fail. It frightened him; it frightened the hell out of him. So how was he going to escape it?