Hostile Takeover
by Stephen Tsai and Dal Merlin Jeanis


Alan Dunlop looked out of his office window as the sun came streaming into his top-floor office of the Manhattan office building. Known as "The Chainsaw" on the Street, he had built a formidable reputation over the years acquiring corporate assets and turning their balance sheets around by streamlining their liabilities. That such streamlining often resulted in the laying-off of thousands didn't concern him. He was looking for the big picture; a handful of angry workers weren't his problem.

The television financial analysts chattered in the background but he only paid cursory attention to it. For one, he had a staff to sweat the details that were occurring on the Street. More to the point, most of the pabulum was for the amateurs and commoners. They discussed the trends so the sheep could follow them. He, on the other hand, was the trendsetter.

"Mr. Dunlop, your staff is assembled in conference room number two," the intercom spoke, interrupting his contemplation.

"I'll be right down," he replied tersely and pulled his suit coat off his chair. One couldn't see the boss as merely human.

Down in the large conference room, several senior vice-presidents and their staff waited over glasses of ice water and coffee. The room was extremely well kept. The walls were solid walnut and lovingly maintained by a well-paid team of craftsmen. The table itself was forty feet of solid granite and the chairs around it priced out at nearly two thousand dollars a piece.

The idle chatter came to a halt as the doors opened and Dunlop entered the room. He had a reputation of being a taskmaster and not one for idle chatter. After perusing the meeting agenda, he cleared his throat. "Good morning, gentlemen. What is state of the world?"

"Well, sir, as you know, the recent Battle in Ireland has left many of our overseas businesses suffering from the destruction of the European infrastructure," one of the vice presidents reported. "Best estimates are that it will take number of years to fully rebuild what was destroyed."

"Much of the work is being paid by government contracts of course," a second man reported. "We have a list of the companies that are bidding for that work."

"It's almost a pity the military won their war so quickly. There isn't going to be time to make it worthwhile to invest in defense contractors."

"Well, there is of course the bounce that typically follows a successful military engagement."

"Gentlemen," Dunlop grumbled, "that is all...fascinating, but not all that helpful. True, there are a number of more plebian opportunities and we will certainly invest in them. However, these are hardly bold moves."

There was a pause as the silence was only broken by the sounds of a few coughs. Then one of the junior VPs spoke up. "Well sir, there are a number of IPOs that have recently been made available. Several of them are supposed to have become available in light of the recent actions in Europe."

"Now we're getting somewhere. Any names in particular?"

"One of them is held by a few notable names. Hawke-Argent has just been made available and rumors are that some of their senior officers have connections with the metahuman community."

Dunlop took the offered profile sheet and looked it over. "I see...an interesting choice."

"We currently already own 5% from the 1998 IPO. Would you like to open a file for an investment schedule sir?"

"Again, nothing so banal. How about...a takeover instead?"

Again the room went quiet, but this time no one had the nerve to even clear their throats. "M-Mr. Dunlop, their assets rival ours! The Street would go wild!"

"We'll see just what kind of rivals they are. And you're right; I imagine the Street will go wild," Dunlop smiled with satisfaction.

******

Morgan Stanley-Dean Witter

"Listen, you didn't hear this from me..." an account manager said into the phone.

Fidelity Investments Corp

"...but a friend of mine just told me that he heard..." a senior broker whispered to another.

Citicorp Investments

"...from a reliable source that..."

NYSE

"...The Chainsaw's taking over Hawke-Argent!" an excited broker shouted, much to the chagrin of his partner. Around them, everyone on the floor of the exchange came to a screeching halt and within seconds bolted to the nearest purchasing terminal.

"For crying out loud, you stupid bastard!"

"I-I'm sorry, I just got excited...hey, where are you going?"

"The same as everyone else, grabbing me some shares!"

******

Diana Argent suppressed a curse as she looked across the table to her partner as the television playing the financial news provided background noise. She had originally planned to go on a vacation after the stressful events of the Ireland War, but this latest news had forced her to cancel.

On the other side of the table, Argent's partner Simon Hawke watched the television with tension on his face and his normally pressed Brooks Brothers blue pinstripe suit looking a little bit frayed. He was the President and CEO of the company that they had co-founded a few years ago. They had jointly maintained controlling interest until Hawke's recent financial problems had put a block of his stock on the market. At the time, Argent had released a block to maintain their parity, a move that hindsight showed to be a crucial mistake.

Around the conference table, their senior executives scrambled for options. Neither Hawke nor Argent were experienced in corporate raiding. Business consulting and analysis was Hawke's strength, whereas Argent was good with people, marketing and to a lesser extent technology. It would be up to others to bail them out.

"I just got off the phone with Citicorp," a senior executive said. "They can't extend us another line of credit."

"Why not?" Argent demanded.

"They say our balance sheet won't justify another extension."

"That's the third big bank we've tried," Hawke muttered. "See a pattern here?"

"Bad news sir," another vice president reported after hanging up. "Max Powers says he's not interested in playing white knight. In fact, he said he was bailing out as soon as he heard about this."

"Great," Hawke groused. "Another five percent up for grabs."

"Is this guy really serious?" Argent demanded as she waved at the television screen.

"His rep's serious," the first executive reminded. "Last company he took over, he chopped a third of the staff and liquidated an entire division of assets they deemed redundant."

"But what possible good would Hawke-Argent do for Dunlop's group? It just doesn't make sense!"

"Not everything in the business world makes sense," Hawke noted as he turned the television volume up as he watched Dunlop leaving his office amid a crowd of reporters.

"Mr. Dunlop, do you have any comments about the rumors about your conglomerate acquiring the Hawke-Argent group?"

"Well, what can I say? The Street is prone to many such rumors," Dunlop glibly replied.

"Then are you saying that you would never consider an acquisition of the Hawke-Argent group?"

"Oh, I wouldn't necessarily say never," Dunlop added with a smile. "After all, the Hawke-Argent group is a very attractive piece of property."

Around the conference table, Hawke and Argent looked at each other and their senior officers. What was already a downward year of slowing business markets was now looking downright gloomy. They had gone public only a few years ago, catching the Internet tidal wave to grow and build their technical and marketing talent to establish a formidable presence in the technology field. To go public, they had to sign noncompetitive clauses, which wasn't a problem since they planned to own controlling interest indefinitely. But now, with the Chainsaw on the rampage, they would be stuck either working for the company as employees or abandoning all their existing relationships to start over in some other industry, neither of which were a pretty prospect with the current economic environment.

"So, what are our options?" Hawke asked.

"Do we have the liquid assets to do a ESOP?"

"Not now, not with the price skyrocketing from this morning's rumors," Argent shook. "That so-called TV interview sure didn't help."

"If we can't buy back the stock from the open market, then we may have to take the Pill."

"If we do that, and Dunlop doesn't move, it'll cost us huge, both financially and our rep on the Street," Hawke noted. "I've already gotten a ton of phone messages and e-mails this morning from several of our best senior managers and technicians asking about their futures. To say that they're worried would be an understatement."

"And that's what makes this whole deal even more crazy," Argent waved with frustration. "The rumors alone are going to kill us by sinking our talent pool. And that would wipe out any value our company has to this jerk!"

"I think we'd better hold off on taking the Pill until Dunlop makes his intentions plain," the other executive opined. "He's supposed to have attend some major stock holder's meeting this afternoon."

"Well," Argent noted sarcastically, "I expect the atmosphere there is going to be pretty electric."

******

At the floor of the NASDAQ, business hummed along with an electric pace that was the norm, but for one issue in particular. With a starting price of $37.375 per share, Hawke-Argent or HARG as it was known here was in play, with mixed reviews and rumors pushing the price to a high of $55 a share before the lunch time pause caused some profit taking, dropping it back to $50. Still, investors knew that this was just short-term profit taking. One way or another, the real game was just about to begin.

"A pleasure to speak to you all today," Dunlop smiled with a confidence that was borne from years of aggressive stock manipulations. "As you know, there have been some rumors circulating throughout the public. And far be it for me not to make my positions clear on matters of great importance."

The last words came out with an ever-increasing smile that alone threatened to take matters to the next level. He paused like a maestro directing a symphony, pulled out a cigar and lit it. The pros knew he was milking the tension for drama's sake more than anything else, but even senior fund managers were waiting with bated breath. "As we all know, technology is clearly the future, and I've been giving a great deal of thought about the idea of annexing a firm with a proven track record of building new technology and bringing those products to market."

He paused again to casually dump the ashes of his cigar into a convenient tray as sweat beaded on the brows of everyone present and those watching the television coverage. He then cleared his throat and leaned forward. "Personally, I would place a very high value on HARG right now. We're considering various options, but unless something unforeseen comes up, we could be looking at something in the neighborhood of...oh...say...$75 a share?"

Pandemonium erupted in the entire room with shouts filling the air as every broker in the room shouted sell orders at the top of their lungs all at once. Throughout the country, telephones began to ring off the hook, echoing similar sell orders with varying degrees of enthusiasm. Not quite drowned out were the sounds of laughter as Dunlop surveyed the chaos he had wrought.

******

"...and this is CNN Financial News, here to bring you breaking news where Alan Dunlop's surprising announcement that he is considering the hostile acquisition of Hawke-Argent, the recent technology company that went public only a few years ago. As many analysts know, Hawke-Argent has been a topic of discussion before amid swirling rumors about its connections to the metahuman community. However, with Dunlop's announcement, it appears that the company's days of being an independent may now numbered. There's been no comment from Hawke-Argent officials, other than to issue a press release that they will be issuing an additional offering of stock, in a clear attempt to block Dunlop's plans. However, the Dunlop conglomerate has announced that it will be holding firm on the announcement and will be making a tender offer once the share price reaches..."

Simon Hawke switched off the television and turned to face the senior members of the company. It was the time for action and now that his opponent had made his intentions clear, he didn't need the distraction. "OK, what are our options?"

"We made our additional public shares offering," the financial officer said. "There's been a downward turn right before we made the issuing, but that's probably just profit taking from the Dunlop announcement. No backing off from the Dunlop camp yet."

"How about our calls to JP Morgan and Chase Manhattan?" Diana Argent asked.

"Same shit," the vice-president replied. "They're each citing our earnings-to-debt ratio being unfavorable to another line of liquid credit."

"I just don't get it," Argent said with frustration. "We don't have that much debt, and how the hell can they determine our earning potential?"

"Well, without the banks, we're stuck," Hawke muttered. "We can't afford a buy-back as long as that price keeps climbing."

Just then, the intercom in the conference room buzzed. Hawke pressed the reply button with annoyance. "I said no calls Mrs. Williams."

"Yes, Mr. Hawke, but I think you'll want to see this immediately," the intercom's voice replied with urgency. "CNN's just issued another development in the Dunlop deal."

Hawke reached for the television remote and turned the TV back on. All eyes were fixed on the screen as "Breaking News" flashed on the screen. "...and in a surprising turnaround, the Dunlop conglomerate has issued a statement that it will not be following up on its chairman's surprise announcement this morning regarding the Hawke-Argent company. When asked the reasons, the company spokesman said that their investigators found serious irregularities..."

"Irregularities my...!" Argent snapped.

"Shh...!" Hawke motioned.

"...that were of sufficient cause for concern that made their decision to abort. That statement, along with the issuing of additional public shares, has sent the stock value plummeting and shareholders are..."

"Well, that's...sort of good news," one of the vice president's said.

"Not really," the financial officer disagreed. "True, we don't have to worry about The Chainsaw anymore. But because we issued those extra shares, our stock values dropping fast." He looked at the running sticker on the TV and watched as the latest update showed the price had already dropped ten full points and was still falling.

"And we're still stuck without the liquid to shore the price up," Hawke noted. "Hell, our debt-to-earnings ratio looks even worse now."

"If we keep falling, then some other shark's just going to come scoop us up," Argent said. "Even if that doesn't happen, it'll be a miracle if our shareholders don't roast us for this. We're talking about years to recover."

"I know," Hawke replied glumly. It had been a hell of a day and at this point he was out of ideas.

Just then, the intercom buzzed again. Hawke suppressed an urge for another angry retort. Taking it out on his secretary wouldn't do any good, and besides, the last one was pretty darned important as well. "What is it?"

"Line two, Mr. Hawke. He says it's important."

"Who says it's important?"

"He didn't say. He said he had to talk to you directly, but that it was regarding the Dunlop deal."

Hawke grumbled as he picked up the handset. "Hawke...yes, that's right...uh huh, and who are you...really...how much...I see...." He paused to pull out a pen and started to write down some numbers and notes. "And you really have that much...yeah, I think we should...we'll be in touch."

"Well, who was it?" Argent asked as Hawke hung up.

"Would you believe...a miracle?" Hawke replied and smiled for the first time that day.

******

"...and the big story on Wall Street today was the roller-coaster ride of Hawke-Argent. Fueled by takeover rumors the stock soared to an all-time high of $61.675 per share. Later, when it was revealed that such rumors were unfounded, the stock tumbled as investors were sent running for cover. But late this evening, we're receiving an announcement of a tender offer being made by investor Richard Michaels for $30 per share. Although details are sketchy, one of the first announcements made by a spokesman for Mr. Michaels was that there would be no jobs lost during or after the transition. He has also promised all employees a renewed corporate mission and benefits once certain deals were finalized."

******

The New York Wardolf-Astoria didn't have quite the reputation of its European counterpart, but was still one of the finest hotels in town. Located midtown near the United Nations, it had played host to a number of meetings and conferences in his history. Still, Simon Hawke and Diana Argent didn't feel all that comfortable showing up to meet their new benefactor.

"Well, I guess it could have turned out worse in the end," Hawke said. "True, we're no longer running the show, but at least none of our people are going to be hurt."

"For now," Argent said with a trace of pessimism. "No telling what the future is going to hold."

"Don't be such a sour puss. At least pretend you can work with Mr. Michaels. He's a really up-and-coming financier and I'd like to at least give him a chance."

"Up-and-coming? Since when?"

"He was involved in that big Microsoft-HP deal back before the Justice Department started its crackdown. Before that, he was negotiating deals with other big tech firms like Lockheed and Boeing. Didn't you read the information packet we downloaded?"

"Yes I did. I just don't remember any of those deals, do you?"

"Sure I do. It was a few years ago and they were kind of quiet, but a lot of people admire this guy's reputation of being good to the employees. He's supposed to be a standup guy if you play him straight."

Argent shook her head. "I just don't remember any of that and I was paying attention to those deals too."

"What's really bugging you?" Hawke pressed. He could tell there was something else bothering his partner.

"You want to know what's really bugging me? It's how fast this whole thing happened. Dunlop suddenly goes for us and Powers dumps us. Then, we suddenly lose all our financial support, so we can't do a thing to stop it except take the Pill. And right when we take it, Dunlop calls it off and we end up twisting in the wind. And finally, out of the blue, this guy Michaels shows up just in time with a gold-plated life raft." Argent shook her head with frustration. "It all feels so...orchestrated. It's like the whole thing was a big conspiracy or something!"

"Uh huh...so you want to call it all off so the little green men and their flying saucers can't overrun our company with the G-men in dark suits and black helicopters?"

Argent shot her partner a dirty look, which persuaded Hawke to back off a little. "Look, I don't know the whole picture here. But right now, let's at least make the best of a bad situation, OK?"

Argent sighed and forced herself to calm down. Her partner was right; there really wasn't any choice and things could have been worse. She nodded and the two of them went into one of the hotel's large conference rooms, and shook hands with a number of company representatives. It was time to meet their new boss.

******

Mindshadow smiled as she mentally willed the pawns in the corporate headquarters to accept the deal without question. They were her pawns now; she would slowly and subtly shape their minds accordingly over the next several weeks, but she had to proceed carefully. Like a skilled sculptress, she wanted their minds shaped properly without destroying their initiative and expertise. The only one she felt uncomfortable was that Argent person; something about her mind bothered her to touch it. She could probably overcome it in time, but for now, she settled on manipulating her staff to keep an eye on her.

"Mindshadow," the intercom buzzed, "we've got a call from the SEC about the recent activities with Hawke-Argent and the proposed mergers with the Rand Corporation and your other smaller companies."

"See to the details Peter," Mindshadow ordered. "I'll ensure that they see things my way."

"Very good Mindshadow."

Mindshadow then closed her eyes as the intercom switched off telekinetically. It had been a stimulating few days. First off, quietly acquiring Hawke-Argent's stock through proxies slowly so as not to affect the overall price. Next, she compelled Dunlop and his staff to perform like the puppets they were on making their investment decisions. A few subliminal whispers to a few key brokers scattered throughout the financial community had started the fires, and then Dunlop's public announcement ensured the explosion. Additional mental commands to the large financial institutions denied Hawke-Argent any financial recourse or white knight rescuers. The few that considered it were quickly placed under her control, both to neutralize their ability to interfere along with broadening her control of the worldwide financial institutions as a whole.

Of course, before the promised price was achieved, she had sold the stock short to Richard Michaels, who would serve as her CEO puppet. The sale had more than doubled her financial profits in a matter of days, along with consolidating the stock shares into a single owner, then having Dunlop yank the floor out from them enabled her to buy the rest of the stock for dirt-cheap. The poor fools who hadn't gotten out when the price was high were probably begging for pennies on the dollar and Dunlop had a few questions to answer from the SEC. But the former was no concern of hers and the latter could be easily deflected with a few mental commands to the senior SEC officers. After all, she may want to use Dunlop as a stalking horse again one day.

She then levitated up and looked at the Manhattan skyline and made a mental note to have the realtors called in the morning. Her powers would ensure that she would get unbelievably good deals on the new buildings and property just as easily as she had acquired her human pawns. She would need to acquire office and residential space for her new pawns so they could work for her properly. Already, in a matter of months, much of the city's property and people worked for her directly or indirectly. She looked forward to the day when the skyline would be hers.

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