2
The Urge to Merge

It was in the autumn, a few months after Paul Yarrow joined the design department of Henry Morcar, Limited, that Miss Sprott, looking nervous and alarmed, handed Chuff a letter on the new size of notepaper which all business firms seemed to be using nowadays. Miss Sprott very often looked nervous and alarmed, so Chuff did not attach too much importance to her pallor and shaking hand.

Dear Mr. Morcar, he read:

It was with the very greatest regret that our group, and I am sure the whole of the wool textile trade, heard of the death of your former Chairman, Mr Henry Morcar, last year. His ability in design was known, not only in this country, but one might almost say, all over the world, and his skill in the selection of materials, machinery and personnel was equally well known. The firm of Henry Morcar Ltd. must feel his loss as a very great deprivation.

‘Tell us something we don’t know,’ said Chuff rudely.

It has seemed to my Board that great advantages might accrue if the experience at our disposal were united with the great organisation, and of course the goodwill, built up by your grandfather.

In these circumstances I have been authorised by my Board to approach you with a view to offers being made for the whole of the issued share Capital of your Company.

‘What!’ shouted Chuff, crimson. ‘Miss Sprott! Get me Major Armitage on the ‘phone.’

Association with our group would offer wide opportunities for the development of your Company, and—if I may be permitted to say so—there would in the future be posts of major responsibility within the group for which a man of your age and ability should be well suited.

‘Uncle Nat! I’ve had the most outrageous letter from the Company Secretary of Messrs. Hamsun or some such name——’

‘Yes, I’ve had one from them too.’

‘Proposing to buy up all our shares.’

‘The urge to merge. It’s the modern trend.’

‘What on earth are they up to? I never heard such cheek in my life. Who are they, anyway?’

‘I believe the original unit was a Lancashire firm——’

‘Cotton!’ exclaimed Chuff with contempt.

—but they’ve merged and merged, and now they’re a very large group.’

‘It’s pretty cool, I must say. Grandfather worked all his life building up this business, and now they want to come and take it away, just like that.’

‘They want to buy it,’ Nat corrected him. ‘If you sold out at a good price, you could invest the money well and live comfortably, without anxiety.’

‘And what do I do with the rest of my life?’

‘They would no doubt offer you a seat on the Board. That remark about posts of major responsibility means that, I expect.’

‘And how long would that last? The moment I did anything they didn’t approve of, or even wanted to, they’d throw me out on my ear. There are ways and ways.’

‘It’s a possibility which must be remembered,’ said Nat cautiously.

‘Uncle Nat, you want to sell out.’

‘It would be a relief.’

‘Well, I don’t. And let me remind you, I hold the majority of the voting shares.’

‘I’m aware of it,’ said Nat drily.

There was a pause.

‘Well, what do we do now?’ demanded Chuff.

‘I think I’d better read you the letter their Chairman has sent to me.’

‘Go ahead. Though it won’t make any difference to my view.’

The letter, after making much the same suggestions as the one addressed to Chuff, urged that secrecy should be maintained about the proposal until the matter was further advanced.

After our respective financial advisers have met, I hope you and your colleagues will feel able to give our offer full consideration and that we shall have the opportunity of discussing the matter together personally.

‘He’s pretty cool, calmly assuming that the matter will go any further. I’ll write him a letter of refusal that’ll curl his hair.’

‘You can’t do that’

‘Why not?’

‘It’s not ethical conduct for directors to prevent their shareholders from selling their shares without consulting them.’

Chuff felt as though he would burst from rage and frustration.

‘What do we do, then?’

‘We’d better get ourselves a financial adviser.’

‘And how do we do that?’

‘Our banker will advise us, no doubt.’

‘Won’t he do himself?’

‘I think we want a high-up London chap—one of standing and weight.’

‘Very well—you go ahead and get one. But, Nat, I am not going to give in.’

‘You may have to change your mind,’ said Nat, ominous.