INTELLIGENCE IS VALUABLE - Part 1 Setting the Scene
Intelligence information during the conduct of a takeover or merger has becoming increasing valuable to both parties, as well as the professional advisers earning huge fees from achievement of a successful takeover or as break fees from the target company. Truth is there never is a merger of equals and one party is going to be the dominant entity and the other, whether it knows it or not, will be screwed.
If one party has inside intelligence of the other party, its accounts, operations, bid ranges and the like, it is able to manipulate a better deal either for itself and its shareholders or the senior executive team or both.
We regularly see access to what are called data rooms during this process and the other party seeking the takeover will be forced to sign confidentiality agreements to protect the target company and its records outside the current bid.
If there is another predator out there waiting to see progress, it can be in the interests of the target company to leak information to that predator as a means of generating a higher competing bid. Alternatively, the predator may be willing to assist the financial resources of some of the key executives who soon will be out of work with additional funds unbeknown to the bidder; these are sometimes referred to as secret commissions and invariably are highly illegal and morally corrupt.
Commonly the bidder and the target company employ security firms to prevent the leaks and to identify both data being leaked and the individuals involved. Many techniques are employed, including IT, surveillance cameras and under cover persons, with the larger the deals involved the more competent and effective must be the teams involved.
What follows over a few parts is a case of a very large takeover, an imbroglio erupting out of the targets key executives, how people can become pawns in a very large game and some persons where they possess no moral principles. We have our own "Wolf" and a number of execs looking to retire to the Bahamas as soon as possible after the takeover is concluded.
That Phone Call.
Charles: Good morning Charles Security Services.
The ultimate phone call starts off a tough next day that just keeps getting complicated.
James: Hi Charles this is James, we spoke recently at the Las Vegas IT Conference. You gave me your card and suggested I call.
Charles: Oh hi James, did not expect to talk again so soon.
James: I need you guys urgently. Can you be in my office first thing say 6.00am tomorrow morning. Cannot talk on the phone. Will explain then. Assignment is likely to be for a month. OK.
Charles: Done. Just need access at the ground floor entry.
Charles remembered James well. He was a tall intense man that oozed control, discipline and wealth. Probably around 50 to 55 years, greying, but fit and alert. His recall was James as Chair of a large corporation that had certain IP (Intellectual Property rights) which a number of major corporations would be attracted to buy, acquire or whatever to grow their IT and Artificial Intelligence divisions into significant profit centres. His entourage was dominated and his personality very empowering. A man of substance who would not suffer fools.
Marina, his wife was hovering and listened to all he said. She was his most trusted ally. Well dressed, conservative and sophisticated. Tall being around 5 ft 10 ins and lithe figure. Likely to be of Spanish origin, but she did speak with a South American accent. Maybe ten years younger than her husband, but she was clearly very intelligent and knowledgeable from what reactions she gave to Charles as the three conversed in the shadow of James entourage.
Tomorrow was going to be very interesting to say the least.
After the call Charles spent the next three hours pouring over James firm's website, their takeover announcement on the NYSE and WHO's WHO on James and Marina.
Awesome was all Charles could think when he put together the word pictures with what he met in Las Vegas. Both MBA's with grown up kids at Uni. CV's the length of one's arm and based on their home, of substantial resources.
That First Meeting - Day One
Marina met Charles at reception and ushered him through ground floor security.
As requested by Marina , they travelled in silence up to the top floor offices.
Through a special door into a very old style oak lined office embellished with photos of James and Marina with some of the business world's well known identities. He was surprised when he saw one of the Wolf of Wall Street in a strange scene; Charles was determined to understand that at some later time.
James was standing as Charles entered.
A hand written piece of paper was handed to Charles, it said: I believe that my office has been bugged. It will be your job to discover if I am, what the quality of the bugs will be and how we can block them every now and then without the listeners and maybe the viewers being alerted. I need to find out who and if any of my staff are involved. I don't care about the criminality of what is happening or what you guys do to deal with that for me and Marina. Just nod if you are in agreement with this role.
Charles extended his hand out to James, nodded and thanked him for seeing him after their meeting in Las Vegas. The conversation was totally social afterwards directed at a meeting in Las Vegas that was clipped.
Marina escorted Charles out and gave him the phone number of a secure mobile. Either of them would give Charles a call and negotiate what was required and Charles firm's fees and charges. This would happen later in the day.
The first phone call was around 9.00am from a coffee shop about a mile from their office. The second came at 10.00am and agreed the fee structure, the matters to be followed up today and priorities. The third was to give access codes to remote sensors and computer systems. The fourth from Marina was personal, warning that if James was correct few people could be trusted and that if Charles was identified as being involved in surveillance he may need personal security for him and his team members; there would be few limits to the ends they may go including sexual and other forms of blackmail. The stakes here were huge.
The Project Starts - Day One
Charles got his team together, signing confidentiality agreements and identified the technology they will be using in James office and how they could be seen to be carpet cleaning without obviously searching out bugs.
By midday all James furniture had been lifted, moved, cleaned and de-bugged. The technologists did identify unknown signals and a charade was acted out to find the several sources including cameras and remote transmitting devices with a range of around a maximum 50 yards. All were left in place, including a phone tap. James office was returned to its original state but with a lot of knowledge.
The next step was to find the receivers in their building and outside across the street. Scans were run that suggested receivers were probably on two floors directly opposite James building and interestingly a wire that seemed to be connected internally to the data systems. So there could be three sets of listeners, apart from parties which may have vibration sensors focused on James external windows.
By close of business the worst fears of James and Marina had been confirmed, so a plan to deal with sensitive docs and data was hatched to use intelligence to have the perpetrators effectively to reveal themselves via breaching secure codes and unique numbers on documents. Also future meetings of substance were to be held in special cleaned rooms with no external windows, whereas meetings designed to mislead were to be conducted in James office. Basic stuff, but a sensible first few steps.
The next investigative steps were going to take time, but Charles and his team had done this many times before. By midnight all the VP's offices, the CEO and CFO offices had been screened and cameras and other miniscule devices were installed. Tracers were being put onto that internal wiring through the data bank and mechanisms to monitor who internally was accessing data via that wire-set were established.
The traps could now be set.
Charles team were exhausted. He returned home to his family that had become accustomed to his ridiculous hours and his secrecy of exactly what his company did. His beautiful wife was buried well below her doona and did not stir despite his fumbling. The dogs were the only ones that greeted him.
Surprisingly there was a message on the kitchen bench for Charles, letting him know Sue had got a promotion that day at her new employers and she was going to be doing some out of office training for a few days, so mobile was the best connect. Charles thought marvelous news, but inside he wondered.
Downstairs Offices and Day Two
Sue worked for a contractor group that supplied overload execs to fill in when permanent employees were on leave. Charles rarely knew where she was working, because she usually had roles that went from a week or two to a maximum of a month. It surprised him that after only six months she was being promoted, but to what?
Charles struggled out of bed just in time to give Sue a kiss and cuddle as she rushed out the door saying she may be late tonight, but the two girls had been lined up to organize pizzas for around 7.00pm.
Charles was going through one of his suspicious moods, but he did recognize via that close cuddle that Sue had one of her soft lacy bras under her almost transparent blouse, she had her French parfum on her neck and her slacks were tight enough to suggest a g string underneath as her bum wobbled out the door.
Sue had not even bothered to ask how Charles work had developed yesterday, seemingly focused on her own activities for the day or maybe just on herself with Charles passion for work.
Sue was a beautiful woman, mid height , but perfectly proportioned despite having had stunning twin girls that now were about to finish primary school. An avid gym junkie to keep herself fit while Charles worked his long hours. Sue herself was a twin as it ran in her family. Her sister Pam was like a perfect mirror image of Sue, except she had remained single and her figure was less impacted by children. Pam was an actress of some note, although now she had no work through the cold months.
Sue had started work again after several years off with her kids, but she was fed up looking at the four walls of her lovely house and her mind just talking kids problems with the matrons of her local school. She wanted a challenge and she wanted to be taken seriously as a knowledgeable intelligent woman. She recognised she needed to take some risks because she had been out of the workforce for several years and now needed some deep jobs that she could use for her future CV. The executive contract group seemed to be her only chance to achieve a longer term higher exec role, but it was in her mind that was a temporary transition route. She could not believe her luck when Sean had picked her out of the pool to work on this new Project the firm had obtained.
