Takeover

by Brian Freemantle

  Buckland frowned, feeling the concern go through him. He shook his head. “We could never consider a piecemeal purchase,” he said. “The fleet goes intact or stays intact.”

  “You’re adamant about that?”

  “Absolutely.”

  Buckland was behaving like a dog owner determined that a much loved pet would get a good home, thought Rudd. He said. “You’ve adopted a very hard position.”

  “It’s the only one from which I can offer to negotiate.”

  The man would imagine he was in control, thought Rudd contentedly. “The Caithness is old,” he said. “They will all need extensive and expensive refits, if we can conclude a deal.”

  “I understand that,” said Buckland.

  “So I must allow for those additional outgoings when considering a price.”

  “Of course.”

  “For the Caithness I’m prepared to offer $3,000,000,” said Rudd. “I put the value of the Sutherland at $2,500,000 and the Ross at $2,000,000. For the Nairn, Moray and Inverness I’ll pay $1,500,000 each and the Kincardine, although it’s the smallest, is the newest, so I assess that at $2,000,000.”

  Buckland did not respond immediately, quickly calculating the total offer. At $14,000,000 on the rate quoting sterling against dollar in the City that morning, the offer fell hopelessly short of what he had expected, something around £6,800,000. Which would still leave them in pawn to the damned merchant bank.

  “That’s far less than I had in mind,” said Buckland.

  “What would you consider fair?” said the American. He wondered if Buckland realized they had danced completely around the floor and were back where they’d started.

  “Even allowing for your refit costs, the Caithness must be valued at $6,000,000,” said Buckland forcefully. “The Sutherland certainly commands $4,500,000. I would want $4,000,000 for the Ross, $3,000,000 each for the Nairn, Moray and Inverness and $4,000,000 for the Kincardine.” He finished without faltering.

  “That’s almost double,” said Rudd. Even costing the refit expenditure at $1,000,000 a vessel, he was still $5,500,000 below the estimate he had given to the Best Rest board. He shook his head doubtfully. “I’m not at all sure the operating figures justify that assessment.”

  Buckland managed to keep any expression from his face, even keeping his usually mobile hands tight in his lap, but inwardly the apprehension was numbing him. Dear God, he thought, let me not have pitched it too high!

  “The operating figures aren’t justified for the routings you are considering,” said Buckland. “Your fuelling will be infinitesimal compared to ours. You can adjust the manning levels, too. I estimate running from Florida to Mexico would give you a break-even figure in oil costs, and lower manning a profit of maybe two per cent, after your capital outlay expenditure, within two years.”

  Rudd nodded approvingly. Not quite right, but then Buckland didn’t have the oil figures available as he had; it was still quite impressive. “Your fleet have headquarter and administrative buildings here in London, Liverpool and Southampton,” said Rudd.

  Buckland nodded, feeling the apprehension lessen slightly: there hadn’t been an outright rejection.

  “If your fleet remains intact, then I regard that property as part of the fleet,” said Rudd. “I would want that inclusive in the figures.”

  It would mean letting them go below market valuation, but Buckland considered the sacrifice justified. “For the property to be included the price would have to be that which I’ve indicated,” he said.

  In London the office block had prime sighting and Rudd estimated he could get $4,000,000 for it. He didn’t know the property values of Liverpool or Southampton, but guessed each would go for around $500,000 – and that was bringing the expenditure right back into line. It was time for an exhibition step, he decided. “How do you feel about the names?” he said.

  “The names?”

  “I like them,” said Rudd. “If the appeal of the liners is tradition, then the names are part of it. I would like to retain them.”

  Where moments before there had been apprehension, there was now the warmth of satisfaction. This was small detail, Buckland recognized; the sort of fine print the lawyers squabbled about to earn their fees, after the agreement had been reached. So he wasn’t going to lose him!

  “I don’t foresee any difficulty with that,” said Buckland. He actually liked the idea of the titles continuing.

  “Buckland House would be responsible for delivering the vessels to a designated American home port?”

  “Agreed,” said Buckland.

  “And our purchase would take effect from that moment of delivery?”

  “Yes.”

  “You understand that everything we have agreed today is subject to approval from my board?” said the American.

  “Naturally,” said Buckland. “The same restriction applies to myself.”

  Rudd came forward in his chair, a decisive movement. “I’m prepared to exchange letters of intent on the agreement we have reached,” he announced.

  “For the purchase price to be $27,500,000?” insisted Buckland.

  “Yes.”

  “When could we exchange letters?”

  “This afternoon?”

  “I could be ready by then, certainly,” said Buckland.

  He’d got everything he wanted, thought Rudd; it had been a good day.

  He’d got everything he wanted, thought Buckland; it had been a good day.

  “More port?”

  “Thank you.”

  Richard Haffaford handed Condway the decanter and he added to his glass. The merchant banker had watched the man’s face colour change as they had progressed through the meal and the claret: now he glowed, like a traffic signal warning stop.

  “I debated whether to accept,” said Condway. He coughed to clear his throat but it didn’t appear successful.

  “Why?”

  “Doubtful of the propriety.”

  “What’s improper about the head of a merchant bank lunching with the vice-chairman of one of its clients?”

  “Don’t play games with me, Haffaford.”

  “I’ve not the slightest intention of playing games,” said the banker. His face was serious.

  “Come to the point then.”

  “Aren’t you worried about Buckland House?”

  “No,” said Condway at once.

  “I think you should be.”

  “Every company goes through setbacks,” said Condway. “Seen it happen a dozen times; stupid to panic at the first sign of trouble.”

  “This isn’t the first sign of trouble,” corrected Haffaford. “Your balance sheets show a down-turn stretching back more than three years, without any effort being made to correct it. The company is in a mess and you’re on enough city boards to recognize it.”

  Condway clipped his cigar and played the taper around the end to light it, considering what had been said. “You still haven’t come to the point,” he complained.

  “These secret negotiations are wrong,” said Haffaford. “They should never have been allowed.”

  “Nothing can be determined without board approval.”

  “He’s behaved improperly before.”

  “Are you warning me?”

  “Making the point, at least,” said Haffaford. “Reputations are important, in the city.”

  “That’s always been the case.”

  “How many boards do you sit on, Lord Condway?”

  Condway puffed the cigar until the end glowed. “Twelve.” he said.

  “So you’re highly respected.”

  Condway let his face register at the near impudence. “What does that mean?”

  “That it would be a great misfortune to lose that respect through misplaced trust and loyalty,” said Haffaford. He indicated the decanter. “More port?”

  “Thank you,” accepted Condway.

  Like a man living with a congenital deformity, a livid birthmark or a limp about which he could d
o nothing, Rudd acknowledged that since Angela his attitude to women had been immature; practically a theatrical pretence. The grief had been honest and natural enough, just like the absorption in work to compensate for it. But it should have ended. There should have been a gradual, if reluctant acceptance of what had happened. And then a proper, adult adjustment. Instead he had created an emotional fortress with a moat and unassailable walls, into which he could run and crank up the drawbridge at the first sign of danger. So he’d become a social as well as emotional recluse. That was why he had lied and come so close to making a fool of himself at the dinner party, and why the evening was proving so difficult with Vanessa. She’d tried hard enough. When he arrived at Devonshire Mews she’d appeared almost gauche, explaining the decision to open her London house had been a hurried one and that she had no staff, impressing him to open the champagne and producing glasses that needed to be dusted before he could pour it; they couldn’t find a proper cloth and had to use his handkerchief.

  She asked to go to Annabel’s as if she hadn’t been there before, and was instantly recognized by name at the door. She kissed the head waiter. From their table she pointed out the society figures and relayed the gossip. At first it was amusing and then she switched anecdotes, recounting life as the wife of a gentleman farmer in a forgotten part of England and he felt sorry for her husband. He wondered if she were as bored with him. She didn’t appear so. By the time they got on to the tiny square of a dance floor, there had been the champagne at the house and two more bottles of wine at the table and the brandy. She ground her body into his, crotch against crotch, heavy, nipple-hard breasts into his chest. He didn’t feel any excitement and she recognized it.

  “I don’t think you’re enjoying yourself,” she said, back at the table.

  “I am,” he said.

  She grimaced. “Margaret said you were very controlled.”

  He wondered if they had spoken about him or whether it was a throw-away remark. It wasn’t important. “She’s a very direct woman,” he said.

  “So am I.”

  “I noticed.”

  “I wouldn’t have guessed it.”

  “Would you like to dance any more?”

  “No.”

  “More brandy?”

  “No.”

  Rudd gestured for the bill. “It’s been fun,” he said.

  “Sure.” She let the disbelief show.

  She sat withdrawn from him in the car, gazing along the width of the seat. It had rained while they were inside the club and the tyres sounded sticky against the road. Rain hadn’t been forecast and people were hurrying along with their jacket collars and coats shrugged around their heads. He got out ahead of the chauffeur when they got back to Devonshire Mews, helping her out of the car. She opened the door into the house, looked back pointedly at the vehicle and then went inside, leaving the door open. He followed her.

  “You haven’t dismissed the car,” she said.

  “No.”

  “I see.”

  “I’ve got to go back to New York tomorrow.”

  “Would it have been any different if you hadn’t?”

  “Probably not.”

  She laughed. “I actually opened up the house,” she said. “I feel stupid now.”

  “I enjoyed the evening.”

  “You already said so: I didn’t believe you then.”

  “I shall be back in a few days. Perhaps I can repay Ian’s hospitality then.”

  “I’m not sure I’ll still be in London.”

  “If you are, I’d like you to come.” Now he was overcompensating, Rudd thought.

  “We’ll see,” she said.

  The evening had been a mistake, Rudd accepted, slumped in the back of the car returning him to the Berridge. It had been instinctive to accept the woman’s invitation, to maintain any goodwill for what was to follow. Which was ludicrous: there wouldn’t be any goodwill – couldn’t be any – once he made a bid. So all he’d done was embarrass both of them, for no good reason.

  The rain stopped. Rudd depressed the button, lowering the window. One day, he decided, he was going to have to lower the drawbridge, like he had the window, and come out from behind the battlements. When he did, it wouldn’t be for someone like Lady Vanessa Hartland.

  Hallett was waiting in the suite when Rudd returned to the Berridge. “There’s a problem in Washington,” he said.

  The connection to Bunch was established in minutes. Rudd sat listening to what the lawyer had to say and then said, “The bastard is blackmailing us.”

  “Right,” agreed Bunch. “What shall I do?”

  “Wait until I get there,” said Rudd. He put the telephone down and looked up to the personal assistant. “I’ve been suckered,” he said. There was disbelief in his voice. “Well and truly suckered,” he repeated, shaking his head.

  15

  To avoid the concentration of Manhattan the flightpath of the helicopter from Kennedy airport followed the East River. Rudd was seated to the right, so he was able to look down upon the island. It looked what it was supposed to be, a place of castles for giants. He started to isolate the landmarks, first the rectangle of the park and from it the Park Summit and then began to concentrate, identifying the Chrysler building and the Wall Street towers and the Empire State. Ten years in the city and he’d never got to the top of the Empire State, he realized. He’d tried once, years ago, but there’d been a crowd and he hadn’t bothered since. Like with so much else. He frowned at the downbeat reflection, recognizing the unusual depression. It was because things were becoming ragged, he decided. They were ragged because of the share structure controlling Buckland House and because, even if he didn’t admire him professionally, he quite liked Buckland himself. And Texas was the biggest irritant of all. Texas more than England; much more. He could not have moved any other way and the Saudi decision couldn’t have been foreseen. But whatever the excuses, he’d still ended up with his head over the barrel. And Harry Rudd didn’t make that sort of mistake.

  The helicopter started to descend as soon as it crossed the Manhattan Bridge and was quite low over the Brooklyn causeway.

  Rudd looked out expectantly and saw the skyscraper block containing the Best Rest headquarters. It was the first occasion for a long time when he couldn’t predict the outcome of a board meeting.

  Hallett had sent a car, although the office was only a few hundred yards from the heliport, and was waiting when Rudd entered. “Everyone’s waiting,” he said nervously. “Mr Bunch got back from Washington on the nine o’clock shuttle.”

  Rudd handed over his briefcase and said, “So all we’ve got to do is wait for Morrison.”

  “No,” said Hallett. “He’s here, too.”

  Rudd had gone to his desk and was leaning over the appointments diary. He frowned up. “Morrison’s here!”

  “For more than an hour,” confirmed the personal assistant.

  “Can’t remember the last time that happened.”

  Hallett smiled but said nothing.

  “Ask him to stop by here, after the meeting,” said Rudd. “Say there’s something I’d like to talk to him about.”

  Hallett nodded, putting a reminder in the notebook of his fold-up case.

  The rest of the board were already seated when Rudd entered. He nodded, serious-faced, at the greetings and said, standing before his chair, “Thank you all for being so prompt.” He spoke directly at Morrison. His father-in-law stared back without expression. Having sat throughout the helicopter flights, Rudd remained standing.

  “I’ve called this meeting,” he began, “to report fully on the negotiations so far with Buckland House and to seek board approval both to continue and to endorse the way in which we continue.”

  Morrison looked pointedly at Prince Faysel’s empty chair. Taking the lead, Rudd said: “I should explain that now the negotiations have reached a positive stage, Prince Faysel feels he should declare interest. He’s had to return to Saudi Arabia, anyway, to prepare for a fo
rthcoming OPEC meeting but had no intention of taking part in the discussion about the liner fleet, either here or in London. He has vested the proxy vote at my discretion and has done the same with Sir Ian Buckland.”

  “Seems honourable,” said Ottway.

  Expecting figures, Patrick Walker and Eric Böch had pulled notepads closer to them. They would have to wait, thought Rudd. First he outlined the peculiar share construction which provided the Buckland family with its power and then gave an almost verbatim account of the lawyer’s opinion that it could be attacked if proper grounds could be found. He left the financial details until last. He talked of his negotiations with Buckland and finished by passing around copies of letters of intent that had been exchanged before he left London. At the end, both Walker and Böch were writing hurriedly. It was Walker who spoke first. “That’s good,” he said. “The initial estimate was $35,000,000 for purchase and another $7,000,000 for refit.”

  “And we can do more to recoup our capital expenditure,” said Rudd. “I estimate that $5,000,000 is recoverable upon the property and you’ll see the initialled agreement is for the vessels to be delivered by skeleton crews to us here in America. With our responsibility beginning here, we’ll save ourselves redundancy payments to the existing employees. I put that at a $500,000 saving on a conservative estimate.”

  “They’ll never agree to that, surely?” said Ottway.

  “They might be concentrating on other things,” said Rudd.

  “Like what?” demanded Morrison, immediately suspicious.

  “If you’ll all look at the letter of intent you’ll see that the phrase used throughout is ‘purchase price’ of $27,500,000. Never is it stipulated that the purchase shall be solely a cash one.”

  “What do you intend?” said Böch.

  “Qualifying the offer,” said Rudd. “Just $20,000,000 in cash and the remaining $7,500,000 in a stock exchange, Best Rest for Buckland House Preferential issue. We’ll need that sort of holding at least, if we are later to make any effective take-over assault.”

  “Is that all?” asked Walker.

  Rudd shook his head. “I shall also ask for a seat upon the board.”