Authors: Avi Domoshevizki
New York, October 25, 2013, 2:00 PM
At exactly two o’clock, the receptionist led two men, who looked
like they’d stepped out of the pages of an Italian fashion magazine, into the
conference room.
“Would you like something to drink?” she asked and felt a blush
rising in her cheeks. The younger of the two was about thirty, tanned, blond,
with turquoise eyes. He looked like a surfer who’d accidentally found himself
in a three-piece Armani suit. The dimple that appeared in his right cheek when
he flashed
her an
appreciative smile made her weak.
His partner was about forty-five and bore a heart-stopping resemblance to
George Clooney. She was rescued from her embarrassment when Ronnie entered the
room. She apologized and hurried to get out and take care of their
refreshments.
“Welcome.” Ronnie shook their hands, trying to conceal the
pressure he actually felt. “David and Henry, my two partners, will be joining
us momentarily.”
“My name is Smith,” the George Clooney look-alike introduced
himself
, “and this is my partner, Mr. Jones, who’s in charge
of the deal.”
Jones nodded in acknowledgment, opened his expensive-looking
leather attaché case, took three thin ring binders out of it and placed
them in front of him. “Should we wait for your partners, or can we begin?” A
hidden complaint seemed to be veiled behind his polished accent.
“We can begin,” said Ronnie, his eyes following David and Henry,
who were approaching the conference room.
“Perhaps we should start by telling you a bit more about our
company…” Jones’ eyes tracked David and Henry resentfully as they entered the
room silently and sat beside Ronnie. “As shown in the binders in front of you,
we’re a boutique investment bank that mainly represents buyers who’d like to
keep their anonymity. Our field of expertise is arranging the acquisition of
promising American companies for well-established European organizations. I
assume you’ve searched for our website and
were
surprised to discover it doesn’t exist. The reason is simple: We don’t need a
website. All our clients come through word of mouth from satisfied customers. I
hope at the end of the process, you’ll join this exclusive group.”
“We share your hope,” Ronnie answered with marked iciness. “With
your permission” — he gestured with his hand toward his partners — “allow me to
introduce David, the managing partner of the fund, and Henry, a general partner
in the fund and, till recently, TDO’s chairman.”
Smith and Jones greeted them with nods. “Now, unless you have
any more questions about our company,” Jones began as they fished out their
business cards and threw them on the table as if they were experienced card
players, “with your permission, we’ll move on to discussing the deal. As my
colleague has already told you, Mr. Saar, the buyers are familiar with TDO and
believe its acquisition is in line with their long-term expansion strategy.”
Jones’ gaze focused on Ronnie, ignoring the two other partners in the room. “In
the material I’ll hand out in a moment, you’ll find the details of the
Luxembourg-based company who’ll be the acquiring party, as well as the details
of the transaction. In order to not waste valuable time in useless
negotiations, we’ve decided to present you with our best and fairest offer
right from the start. I hope you won’t see it as a sign of weakness and be
tempted to do some horse-trading. You can take the offer as is or reject it.
The option of discussing the price — or any of the other basic terms — is not
on the table.”
Jones went quiet, waiting for a sign from Ronnie that he
approved the rules that were presented. Ronnie sought cracks in the investment
bankers’ confidence. “Before we talk about money, I’d like to understand the
reasons behind concealing the identity of the acquiring party behind a
Luxembourg straw company. I also want some assurances the IRS won’t be coming
in tomorrow to charge me with assisting in money laundering.”
“Fair enough,” Jones’ words were laced with frost, “at least as
to your first concern. In any event, I’ll speak to the second issue first. As
stated, you’ll be able to find all the purchaser’s constitutional documents in
the file you are about to receive. I’m confident your accountants and attorneys
will find the company to be spotless. I don’t want the tax authorities to come
knocking on my door any more than you do. To address your more serious point” —
Jones stopped for a moment, making sure his criticism did not escape the ears
of anyone present in the room — “the company that conducted the due diligence
investigation believes TDO’s product represents a major breakthrough and could
prove to be a great asset in the future. Nevertheless, I hope you won’t be
offended if I tell you my client is very concerned by the possibility that in
spite of all the effort and funds he’s willing to invest in the company, the
drug will not be approved and the investment will end up as a complete waste.
This is why it’s important for us to completely separate TDO and the acquiring
company, in order to prevent possible damage to the company’s stock value and
reputation. This is why we intend to run TDO as an independent organization for
the first two years following the acquisition, to see if it’s able to stabilize
the medicine and receive the FDA’s approval to put it on the market. If you’d
like, you can regard us as a buyout fund
[4]
that would like to purchase a hundred percent of the company shares.”
“If that’s the case, why don’t you wait for the investigation
regarding the two patient deaths to end? What’s the urgency in closing the
deal?” Ronnie kept pressuring, ignoring David’s and Henry’s disapproving
glances.
“That was our recommendation,” Smith joined the conversation,
“but our client decided he prefers to gamble and acquire the company now,
instead of paying
three times as much or
even more, in
the event the medicine is approved by the FDA. We’ve tried to dissuade him from
making this, if I may say so, erroneous decision. But at the end of the day,
that was his choice and that’s why we’re here.” He glared at Jones, silently
instructing him to take the reins once more.
“Shall we continue?” The turquoise eyes stared at Ronnie.
Ronnie kept quiet. He was bothered by the obvious belligerence
underlying the logical explanations. This wasn’t the usual aggressiveness that
typified investment bankers but a sense of superiority based on the certain
knowledge Ronnie had no choice but to accept the offered deal.
“Of course,” Henry interrupted, “we’d love to hear the offer.”
“Before we get to the offer, a few more clarifications, with
your permission,” Jones continued to address Ronnie alone. “The offer which
will soon be presented to
you,
is valid for a single
business week only, meaning the contract will need to be signed by next Friday.
I hope we’ll all be wise enough to make use of the time we have left to
finalize all the small details which remain to be discussed. We intentionally
chose to use a standard contract we’ve used on more than one occasion in the
past. I believe you’ll find it fair and clear. The only changes we’ll agree to
will be the ones specifically related to the aspects that distinguish TDO. Mr.
Smith and I also serve as the acquiring company’s solicitors, so we’ll handle
all the negotiations. We’ll be at your service twenty-four hours a day and
promise to quickly respond to any question. We’ll be heading back to Europe
next Saturday to handle our next acquisition. Since we guarantee all our
clients that we won’t handle two deals simultaneously, the acquisition offer
will be off the table exactly one week from today.” Jones pushed additional
three binders to the center of the table, expecting Ronnie and his partners to
collect them. “And of course, the most important thing of all: The price we’re
offering for the company is three hundred and fifty million dollars in cash, to
be wired to your account on the day of signing.”
“This is indeed a fair offer,” Henry hurried to approve,
extending his hand toward one of the ring binders.
Ronnie threw him a mocking glance, collected the two remaining
binders and handed one to David. He left the one in front of him closed and
turned to Jones. “As you suggested in the introduction to your short speech, we
promise that we’ll carefully review the proposal and get back to you with a
definite answer. I accept your position that the amount is non-negotiable, and
I’ll take that into consideration while weighing our answer. I thank you for
your faith in TDO — if you’re in New York this evening, I’d like to invite you
both to dinner.”
“We appreciate the invitation, but we have a previous
commitment. We’ll be happy to dine with you once the deal is signed. Have a
pleasant weekend.” They rose simultaneously, collected their attaché
cases and following a brief handshake left the conference room.
“Why were you so cold to them?” Henry erupted as soon as the two
investment bankers were out of sight.
Ronnie got up slowly, took his binder and turned to leave the conference
room.
“Ronnie, come back please,” David spoke for the first time since
he’d entered the room, “now’s not the time to be arguing amongst ourselves.”
“I agree with you, David, and that’s why I’m leaving the room.
Ever since I got this job, Henry’s been criticizing me and putting spokes in my
wheel. Perhaps you have enough patience for him, I don’t. So, with your
permission, I’ll go and carefully study the offer in my office.”
He left the room, still able to hear Henry erupting before
closing the door behind him.
In his office, he gave the offer a cursory glance. It seemed too
good to be true. It appeared as if the buyer wanted to neutralize any possible
excuse for rejecting the deal. He wondered what the buyers had found in their
due diligence that had made the company, with all its current difficulties, so
attractive in their eyes. He would have been less suspicious of the offer had
it been a hundred million dollars lower. He had no doubt that the paperwork of
the Luxembourg-based acquirer would be faultless. Even so, he felt as if he’d
just spent an hour with a couple of venomous snakes.
He needed to know more about Smith and Jones’ investment banking
company, and so he dialed Gadi. The Spanish voicemail message made Ronnie
redial to make sure he’d called the right number.
What’s he up to now?
he
mused. The phone buzzed in his hand. The incoming message
was in Hebrew this time:
Waiting
for you at home. Love you.
Liah.
Love you too
, thought Ronnie.
In a
parallel world, in a different time.
New York, October 25, 2013, 5:21 PM
He wasn’t used to things not immediately going his way. Ever
since he was a child, he’d recognized that his cruelty could make any person do
his bidding, no matter how odd his demands were. The update he’d just received
from Smith, or perhaps it was Jones — he couldn’t always tell the difference
between the two, and in all honesty didn’t especially care to — had caused a
rage-filled wave to bubble up inside him. It was difficult for him to decide
what had upset him more, the condescending tone, or the message that had been
relayed to him. As far as he was concerned, they were lackeys running errands
as he and his boss directed. Without him, they would be two more miserable
lawyers rotting away in a large law firm. The authority they emanated derived
from his power, not theirs. He knew they charged their customers huge sums, but
as long as they delivered the goods, he wasn’t bothered by questions regarding
their income. Money had never been a problem for the organization he belonged
to. Professional honor was much more important, and the knowledge that the
Israeli was still undecided and his two partners were allowing him to hinder
the process was more than he was willing to bear. Smith recommended that he
wait until Monday. “Wait” was a word he deeply despised.
The Chinese man picked up the receiver and dialed.
“Now listen to me, and listen well,” he screeched. “I thought I
made it perfectly clear — you are responsible for finalizing the TDO
acquisition as quickly as possible. Now, I get an update that you’ve suddenly
mustered some courage, God only knows from where, and asked for some time to
consider whether or not you should accept our offer. I’ve already explained to
you, you don’t have the luxury of being uncertain. Only I do. Last night, for
example, I went into your bedroom and looked at your beautiful wife. I was
uncertain whether I should get into bed and have a little fun with her, until I
finally decided it was enough to give you a subtle message by placing your
wristwatch on the bathroom sink. What did you think? That you left it there by
mistake? Next time, I’ll drop it in the toilet bowl, with your hand still
attached to it… I want to hear the deal is closed very soon,” he snarled
furiously and slammed down the phone.
He picked up the receiver again and dialed. “I’m moving on to
phase
two. By the end of next weekend, the company will be
ours.”
Ronnie Saar
, he thought,
I think it’s high time we
meet
.
New York, October 25, 2013, 6:45 PM
“Can you send me a thousand dollars to Bedford, Massachusetts?”
Ronnie heard Gadi’s voice on the other end of the line.
He hesitated for a moment,
then
decided
not to ask too many questions. “I can use Western Union. I’ll get down to one
of their branches right away and transfer you a thousand dollars in cash to—”
the list of company branches in the Bedford area was already on his computer
screen “—the Stop and Shop at 337 Great Road. I’ll text you with the tracking
number. They close at eight PM. I suggest you get there right away.”
“Send it under the name of Ramon Garcia.”
Ronnie wasn’t able to contain himself this time. “Who’s Ramon
Garcia?”
“I am. As soon as I have the money, I’ll be able to come back to
New York,
then
I will update you. There’re a lot of
things you need to know, as soon as possible. See you.”
Ronnie grabbed the folder Jones had given him and left the
office running. Forty-five minutes later, he received confirmation that the
money had been transferred. He texted Gadi the tracking number and decided to
head home on foot.
The casual walk soothed him, and the chilly air helped him to
organize his thoughts. The atmosphere of the coming weekend could already be
felt in the crowded streets. The usual energetic march of suit-and-tie-wearing
businessmen, so typical of Manhattan, gradually dwindled and was replaced by
leisurely tourists walking with their heads turned toward the skyline and New
Yorkers scouring the store windows to find the next sale or discount.
Ronnie’s thoughts wandered to Liah. He simply had to understand
what’d been bothering her. Lately, her behavior had become strange,
indecipherable. The outbreak of her disease, after years of a threatening
silence, proved that his suspicions were justified. In his eyes, she was the one
and only. If she wasn’t ready to get married yet, he simply needed to make it
clear he was willing to wait for as long as it takes to make her feel confident
enough in their relationship. He thought about the morning’s events and decided
he’d never allow work-related grievances to hurt their relationship again.
Suddenly, he felt a hard blow to the shoulder that knocked him
down to the sidewalk. A man wearing running clothes stood above him, as if he
were deciding whether he should help Ronnie get up. Before Ronnie was able to
support his body with his hand and rise, the man stepped on his knee, sent him
a frigid smile and drew his hand across his throat in a threatening gesture.
“You should have paid more attention to the warning we left on your refrigerator
door,” he whispered. People began to gather around him. An intense pain
overwhelmed him.
That was intentional
, he thought, before losing
consciousness.
He woke to the sound of ambulance sirens. “Where are you taking
me?” he asked the paramedic who was busy trying to insert an infusion needle
into his vein.
“Presbyterian Hospital Emergency Medicine,
Columbia University.”
Ronnie tried to take the phone out of his pocket, but the paramedic
gave him a disapproving look. “Please let me do my work, sir. We need to inject
you with morphine. Looks like you’ve suffered some severe damage to your knee.”
“Please help me get my phone. My wife is a doctor at
Presbyterian and I’d like her to be there when we arrive.”
It seemed that the words “wife” and “doctor” had the desired
effect, and the paramedic helped Ronnie take out his iPhone. Then he dialed the
number Ronnie dictated to him and brought the phone next to his ear while
getting back to handling the infusion.
Hearing Liah’s voice on the answering machine calmed him a bit.
“Liah, everything is fine,” he said in a steady voice, “but I’m on my way to
your hospital. I think I broke my knee or severely sprained it. I’ll explain it
when I see you. Thanks for the message you texted me. I love you.” The morphine
shot began to cloud his thoughts and he sank into a dreamless sleep
When he woke up, he found Liah by his side wearing a white lab
coat bearing a “Dr. Sheinbaum” name tag and holding a sheaf of X-rays. A doctor
wearing a yarmulke on his head explained in a serious tone, “The knee wasn’t
fractured, but the X-rays show tears in the meniscus and a severe sprain to the
ligaments. We need to immobilize the leg for three weeks and then, based on the
progress of recuperation, consider an operation. If there’s someone who can
help you at home, you can get discharged right after we put your leg in a
cast.”
“He’s got his own private doctor,” said Liah and sent Ronnie a
reassuring smile. But when the doctor had left the room, she turned serious at
once. “I’ve seen leg injuries before; this is not an accident or a case of bad
luck. Tell me how it happened.”
“Funny, just a few days ago you were lying here in bed and I was
the visitor. Looks like the tables have turned.”
“Don’t try to avoid my question,” she scolded him.
“I bumped into someone who was running up the street —” Ronnie
began to explain.
“Stop treating me like I was a child. Tell me the truth or I’m
leaving. I’m your wife, goddamn it!”
Ronnie was filled with joy. The word “wife” combined with the
morphine still flowing in his veins made him feel he was floating on air. He
looked at her lovingly, when suddenly, her expression changed.
“Tell me, the man who ran into you, was he a broad-shouldered
Chinese guy?”
“Chinese?” Ronnie tried to buy himself some time.
“Everything’s clear now.” Liah sat on the edge of the bed.
“What is clear?”
“When I got your message, I ran out of the house and stopped a
taxi. Before I got inside, a handsome Chinese man came over and said he’d
flagged the taxi first. I explained to him I was hurrying to the hospital and
asked him to let me take the taxi. He smiled politely, turned to the driver and
asked him to take me as quickly as possible to Presbyterian Hospital. Until
now, I hadn’t given any thought to the question of how he knew which hospital I
was going to. Ronnie, what have we gotten ourselves involved in?”
Before he was able to reply, the phone on the nearby chest began
to vibrate.
“Where are you?” Gadi’s voice rumbled. “We were supposed to meet
at your place, weren’t we?”
“I’m in the hospital. Here, take Liah, she’ll explain everything
to you.” He handed the phone to Liah and was surprised when she silently shook
her head and refused to speak with Gadi. “The easiest thing to do,” he spoke
with Gadi again, “would be for you to wait for us at home. Liah is checking
with the doctor in charge to see how long I need to stay here. I’ll give you
all the details when we meet.”
“Do I need to worry about you, Ronnie?” There was apprehension
in Gadi’s voice.
“Yes, just a little. We’ll talk about it soon. I see Liah coming
back. Bye.” Ronnie hung up and turned to Liah. “What was that all about?”
“I had a fight with Gadi, and I don’t feel like talking to him. Tell
me what happened and don’t try to change the subject.”
“When exactly did you manage to have a fight with Gadi?”
“Tell me what happened or I’m leaving. As far as I’m concerned,
they can keep you here overnight. I’m not a baby, and I’m tired of you trying
to protect me all the time. I’m listening.” She gave him a sharp look, while
pinching her lower lip with two fingers.
“All right,” Ronnie conceded. “I’m pretty sure whoever hit me
did it on purpose. And yes, he was Chinese. I don’t know why, but I suspect it
has something to do with the attractive offer we received for TDO today.”
“I don’t understand how the two are related. And why do you
believe it was intentional?” Her voice became harsh. “What are you hiding from
me, Ronnie?”
“Nothing.
I just can’t shake the
feeling that this is all somehow related to the patient deaths, but I can’t see
how. Furthermore, we got a pretty attractive acquisition offer today, perhaps
too attractive. I asked for time to think about it. I’ve never liked deals that
seem too good to be true. A few hours later, someone bumped into me on the
street. I don’t think this is a coincidence.”
“Bumped into you? He ruined your knee! With a bit less luck, you
would be limping for the rest of your life. How do you know he intentionally
hit you?”
“He stopped, looked at me, and when I thought he wanted to help
me get up — forcefully and cold-bloodedly stepped on my knee.” Ronnie chose to
omit the part about the cutthroat gesture that’d accompanied the deed. And the note
he’d found on the refrigerator door. Now, he realized, Liah wasn’t safe either,
even in her own home.
Even the little he’d told her shocked Liah. “You need to tell
the police.”
“And what will I tell them? Someone I may or may not be able to
identify tried to hurt me? I prefer to have the hitter think I was intimidated
and from now on intend to do whatever he wants me to. Perhaps that’s what I’ll
actually do. After all, the offer’s good and all the investors want to sell.
I’m just waiting for the lawyers’ opinion on a few legal points. If the buyer
represents a legal organization and our attorneys can guarantee I’m not about
to be involved in a possible future money laundering investigation, taking the
current offer might just be the best way to get out of this nightmare.”
Pain returned to sting and burn in Ronnie’s knee. He caressed
Liah’s hand, but she gave him a dispirited look and asked, “Why don’t I believe
you?”