“I understand” John said agreeably. “It looks like it is really go.”
“You better believe it. John, are you still up for it?”
“Yes Andrew, of course. I’m really excited by the whole thing.”
“Aren’t we all? John you will have to finish this so I can talk to the banks.”
“When?”
“Lunchtime latest, I have teed them up for a special confidential meeting. I don’t anticipate any difficulty, the banks will be delighted to see the debenture holders convert to shares and Howlett Holdings is so conservatively financed that the merged entity will be a well able to fund future expansion.”
“Excellent, any word from Janet about Crawford’s attitude?”
“Janet texted me that she and Crawford would be here as planned. So it really does look like a goer.”
When reception rang to the conference room where John and Kenny were working Kenny smiled.
“This is it John, Crawford is here. I have never met him face to face. I believe he is formidable. So stay on the ball.”
John felt nervous as he took Crawford through the presentation. Crawford had Janet, in tow and she made the introductions. During the discussions it dawned on John that Crawford must have had some previous conversations by phone with Kenny earlier in the morning. In addition he had been well briefed by Janet. John realized that Crawford was mainly interested in putting him through his paces so as to be reassured that he, John, was suitable for the proposed Managing Director role.
The meeting lasted an hour.
“How are things on the ground?” Crawford asked.
“I have asked Colm O’Donoghue to meet with Dermot O’Rourke and get an approach worked up as to how things will work on the ground,” Kenny explained.
“And?” Crawford encouraged.
“I expect Colm will want to get some of his key people on the Board, all reporting to John with Dermot as deputy MD and Colm and myself will act as joint Chairman.”
“Good, Good, and the share options Mr. Kenny. Have you a scenario for that?”
“Before I respond to that,” Kenny suggested, “Colm and Dermot will be here shortly, would you like to meet them?”
Crawford looked at Janet.
“No not necessary” Janet said. “The less linkage the better. Technically Mr. Crawford is meeting you Mr. Kenny, as you are the banks investigator into O’Byrne’s. We are not discussing a conspiracy to take over O’Byrne’s. Mr. Crawford can meet other parties if all goes to plan.”
“Excellent,” Kenny agreed.
“Moving on to the share options,” he continued. “We move as follows. You Janet come on the board of O’Byrne’s as a new quality director. Mr. Crawford… Leo,” Kenny smiled as he used the Christian name, “will come on as the AF director anxious to help a supplier. Michael O’Byrne will resign on Monday, in fact if all goes well he will announce at his weekend party that he is retiring early and going abroad.”
“We will need some Public Relations support,” Crawford suggested.
“I have a very good recommendation, a local Irish Company,” John responded. “Elaine Publicity, they are handling the launch of ‘Jeremy and David’s fashion house’ in Grafton street with great success.”
“Your call as future Managing Director’ Crawford said.
John realized that he was accepted and they were deferring to his suggestion, as he was Managing Director.
“John becomes Managing Director on Monday,” Kenny explained.
“I will nominate the Financial Director,” Crawford interjected, “later after the merger.”
“Colm O’Donoghue and I will be joint Chairman of Howlett’s when we complete the merger,” Kenny added.
“That will work?” Crawford asked.
“Yes, no problem, Colm is over eighty, he only works part time and I have met him over the years on various committees,” Kenny said confidently.
“The debenture holders will convert to shares. Michael will have a guaranteed price, as this will dilute the equity. We will issue the share options to the O’Byrne directors before the merger to lock in our gains,” Kenny elaborated.
“Which will be?” Crawford asked.
“As agreed five million each,” John replied for Kenny.
“Yes,” Kenny agreed. “John will frame the deal and agree it with my firm and the banks.”
“Good.” Crawford sounded satisfied.
“John will concentrate on transition management and dealing with external stakeholders during the next few years and we will put Dermot O’Rourke in as Deputy Managing Director to run things on the ground. He will also take Colm O’Donoghue’s young grandson under his wing and mentor his future development with Colm’s able assistance.”
“The important thing to establish,” Crawford said. “Is that Michael O’Byrne must not have an inkling that we are operating in concert.”
“Absolutely, critical to the success of the bids,” Kenny agreed.
“But we will stick at fifty five million and the consortium can then get heads of agreement on the deal, going to sixty million, so it appears a good price.”
“And afterwards our legal and tax people will sit with John here to sort the finer detail, with a view to Michael and Dorothy O’Byrne departing on Monday.”
“With good PR,” Crawford emphasized.
“With good public relations media management,” John agreed.
“Let us put some pressure on O’Byrne,” Crawford suggested further. “I suggest we must do the business before the party in his house on Saturday night.”
“Good thinking,” Kenny agreed. “I’ll get that arranged. John it just means you has to be wrapped up soonest.”
“I am nearly there. I also have the O’Byrne pre-meeting to brief Dorothy O’Byrne.”
“At that meeting,” Crawford coached, “you should just stay factual. Describe the consequences of the loss of the AF business. Do not encourage them to fight.”
“Don’t worry,” John said. “Michael has already fired me and intends to fire Dermot. His approach has forfeited any claim he had on our loyalties. Dermot is particularly bitter at his treatment.”
“Good,” Crawford said, “but John don’t let attitudes fester, sow up those wounds and lead the team when you take over.”
“John is onto that. He and I have agreed to keep James O’Driscoll on in Marketing. James is needed for the future, that is until Peter gets fully up and running, but as he has long personal ties with Michael, we want to avoid any conflict.”
“Is this a problem?” Crawford asked,
“No,” John replied, “I spoke to James, he is with us because he thinks Michael is afraid to fight to save the firm.”
“So he’ll stick with us?”
“He will go with the Howlett merger and is happy that Peter stays to keep the O’Byrne name on the board. It’s complex for him, but he is with us.”
“We just don’t ask too much of him as he might become conflicted,” Crawford suggested.
“And he likes the idea of a five million retirement fund from the options,” John added with a smile.
“Janet and I will leave you to it gentlemen,” Crawford stood and shook hands.
“We have to meet the AF legal team and prepare them,” he added.
“Good luck,” Kenny offered.
“We will also set the scene with them to make it clear that I am not prepared to let AF bid over fifty million. I will go to fifty-five in, as it were the heat of the moment, in negotiation maybe even a bit higher but not near your top bid.”
“Internal politics?” Kenny asked, sounding like the voice of experience.
“Don’t worry as the details of the successful bid and merger come through I will manage comment within AF. In particular any comment about Janet and I coming on board as individual directors. Everything will be kosher from our end.”
In good spirits they parted. Janet and Crawford went to get a breakfast down Grafton Street prior to
meeting their teams.
“See you all at O’Byrne residence,” Crawford said cheerfully as they departed.
Kenny left John at work, met his son for a coffee and then waited in the reading room until Colm O’Donoghue and Dermot O’Rourke arrived.
Kenny led them up into the building. He ushered them into a committee room. “We won’t be disturbed here,” he said.
John looked up from his papers and greeted both men.
“Let me chair this meeting,” Kenny said, going to the phone and ordering breakfast for the two newcomers and requesting the removal of John’s tray.
“Get more tea and coffee,” John suggested.
As they sat Kenny observed his guests. “Well Gentlemen?” he asked.
“How are your investigations into O’Byrne’s on behalf of the banks going?” Dermot asked.
“Very confidentially. John took me through the financial statements. The bottom line seems to be breakeven on profits and a cash deficit if as expected the AF business is lost,” Kenny said and added, “And your report on the quality problems Dermot?”
“It provides a strong case for the defence, but I have been unable to talk to the key AF people.”
“Will Michael O’Byrne find comfort in the report?” Kenny asked.
“Some, but I expect he will still accept an offer to sell. I don’t think he will fight, more likely he will demand my immediate resignation.”
“So we can move on to discuss the merger come takeover?”
“Yes,” Colm said.
“Colm,” Kenny said, “We have met down the years at various business meetings and on a number of IBEC committees. However you have not met John here…”
“My future Managing Director?” Colm said with a smile.
“I am familiar with your company,” John offered.
“We are proposing a takeover using Howlett Holdings as the vehicle and a backdoor to a market quote. A complicated manoeuvre requiring lots of Accounting Tax and Legal advice,” Kenny contributed.
“Which can come from your company,” Colm O’Donoghue suggested.
“For a suitable fee,” he added.
Kenny laughed. He enjoyed all the intrigue.
Dermot looked at Kenny for a moment. “Michael O’Byrne threatened to sack me,” he said coldly.
“Heat of the moment?” Kenny suggested.
“It releases me from loyalty to the family I have served all my working life.”
“And?” Kenny asked quizzically, he did not quite know what to make of O’Rourke, but he realized he had to let Dermot explain his feelings.
Dermot laughed and lost his intensity, spreading his hands.
“It is simple. Michael O’Byrne is in a mood to sell at present.”
“That’s why we are here,” Kenny agreed.
Kenny pursed his lips.
“Let’s not get over excited. No venture is without risk. We have a situation that developed for no reason within our control, but we must now take advantage. Everything is in place, just the final act and of making the bid and everything should be as agreed. We need to do this today.”
“Can you put the deal together in time?” Colm asked. “It is very complex. You are proposing a reverse takeover of a public company.”
“My firm is well capable of handling a complex deal. As a former partner John will confirm this.”
John nodded in assurance.
“First to reiterate,” O’Donoghue said. “I have an eighteen year old grandson. When he gets to thirty I want him in as Managing Director. Even if I drop dead in the meantime, I expect it nonetheless. On honour.”
“On honour?” Kenny asked, puzzled.
“On your word of honour Mr. Kenny. Not that I’ll drop dead,” Colm said stiffly.
“I’m flattered,” Kenny said.
“Done,” he added and shook Colm’s hand. “John understands the realities and he will set a deal where you retain fifty percent plus of the equity so I don’t see a problem.”
“I’m sure John and I will get on famously,” Colm said, offering an olive branch and John smiled happily.
“I wanted to remain on as Chairman,” Colm added.
“You are too old,” Dermot countered.
“Joint Chairmen. Me and you Colm. The banks and debenture holders expect me as joint Chairman,” Kenny explained.
“As long as I am Chairman of the audit and remuneration committees,” Colm countered.
“Done,” Kenny agreed and they shook hands again.
“Who puts the bell on the cat?” Colm asked.
“Let me take you through the discussions that John and I have had with Crawford and his assistant Janet Simmons. We have to play our cards with care and you Colm must lead the negotiation for the consortium.”
“Good,” Colm replied confidently.
“You will need, as they say in poker, to know when to call and when to raise. The deal is based around sixty million as you know. That’s how John and I have put the deal to the bankers and the debenture holders. Are you comfortable?”
“Yes, I can handle Michael O’Byrne.”
Chapter Forty-one
Peter made his way to the Library where he found his father nursing a glass of brandy and reading some business papers.
“What ho! Dad?” he threw out cheerfully.
“Peter, we wondered what had happened to you. You were supposed to drop in to the party at the Shelbourne last night, anyone who was anyone was there.”
“Sorry Dad, I got tied up. How are things?”
“Great news, Dorothy got engaged.”
“Yes, mother mentioned it on my way in. I can't believe it.”
“To a bloke in the dress business. Jeremy. Seems to be loaded with cash. That’s good news for us Son.”
“How so?”
“Well he should take Dorothy off our hands. Once we get out of the AF business we'll get going together as a team.”
“Great Dad. Any news from Crawford?”
“Peter we have been frantic, where’s your mobile phone?” Michael asked, sounding angrier now that he had recovered from the surprise of seeing Peter.
“Sorry, seem to have mislaid it. My car was stolen.”
“Listen Peter there have been dramatic developments on two fronts.”
“What?”
“Crawford has brought forward our discussion to this afternoon. He is coming down shortly and bringing Janet Simmons that consultant, you know, the ‘good-looker’. We’ll all meet before our dinner party starts.”
“What about the figures we need?”
“I’ll get to that. The other development is that O’Donoghue is back with a firm offer around a merger. He says he has a consortium with the banks and the debenture holders and if we are selling he must have an offer to bid. Says he can match or better anything AF puts on the table.”
“Are they creditable?” Peter asked, wondering how this might upset the apple cart.
“Yes, they have Kenny, the Bank Examiner, as you know he is a senior partner in one of the big Accounting firms. He has muscled in and is supporting the O’Donoghue bid. They believe, depending on price, they can take us over and build the business without AF as a customer.”
“Must be dreaming.”
“No serious. This is just what we needed Peter a second bidder. AF will have to go higher.”
“Fine,” Peter said, unsure.
“Stick with me on this Peter. I need you to back me all the way.”
“You got it Dad.”
“I have asked Dorothy to cover the Financials. Together the three of us are going to negotiate this deal. Family only, as we are the shareholders.”
“Good thinking dad. What about Dermot’s quality report?”
“I spoke to Dermot on the phone. I think he is very angry with me for threatening the sack. However as far as I can tell he has no one to blame at our end but he has been unable to get a meeting with the opposites at AF. So we are still up in the air.”
&n
bsp; “AF must be planning to take us to court Dad. It could be very damaging.”
“It won’t get to that if we can close a deal today.”
“You still happy to sell Dad,” Peter asked.
“Yes, as we discussed Peter. I have reflected further. This business is now worth tens on millions. When I took over from your grand father it was only worth about a million. We have done well. The AF debacle stops our gallop. But I am conscious that I am not getting any younger Peter. I am running out of time. I’d like to cut and run and start up with you Peter in the near future.”
“Dad, that’s great, but first you must get your tax situation sorted. Second there is a likelihood that AF will want me to stay with O’Byrne’s for a year or two to give transition support. The O’Byrne name has a cachet. But in time Dad.”
“Don’t disappoint me son,” Michael said looking worried.
“I got engaged myself,” Peter added to change the topic.
“Good God! Who's the lucky girl?”
“It is Janet Simmons the AF consultant.”
“Crawford’s assistant negotiator? Are you mad?”
“She’s the one.”
“Peter are you sure? Is she right for you?”
“We are in love. It developed as we came into contact over the AF affair. At first I just wanted an inside track, to know what was going on, but something developed.”
“Are you sure she has accepted?”
“Yes Dad. She will be embarrassed to be on Crawford’s side supporting the bid.”
“That’s life son. Best of luck,” Michael said in a heartfelt way and embraced his son.
“Thanks Dad.”
“I am delighted you are going to settle down. The trust fund, I’ll arrange settlements as soon as you are married. You are taking responsibility now Peter. I am proud of you.”
Twisted Love and Money Page 29
