Disclaimer: I do not own or have any title, interest or right in either
Gundam Wing or Sailor Moon. This fanfiction is not being used for
commercial purposes. I own all other rights (to the extent legally
permissible) in connection with this writing.
CHAPTER 1: LETTER OF INTENT
Location: Winner Enterprises Headquarters, Los Angeles, California; Date/Time: May 15; 7:25 am
The large conference room was bustling with activity. Large piles of paper were accumulating on the beautifully finished oak table as more boxes of documents were being unloaded.
A young-looking blond man was sitting at the head of the table. His pale, blue eyes studied the hectic scene before him. He was dressed sharply in a well-tailored, dark blue suit.
"Mr. Winner, would you like some tea?" a young, blond woman asked.
Mr. Quatre Raberba Winner glanced up and gratefully took the cup.
"Thank you, Dorothy," he told his executive assistant. "Could you make sure that there's enough coffee and tea for everyone?"
Dorothy Catalonia nodded and headed out the door.
Quatre leaned back in his chair thoughtfully. The young man had assumed control of Winner Enterprises, Incorporated ever since his father passed away three years ago. The large holding company had grown substantially under his management for the past three years, but he was still hoping to expand its operations. This was the reason he had called a meeting so early in the morning.
The young president of Winner Enterprises noticed his chief financial officer (CFO) calmly walk into the conference room. Mr. Trowa Barton was a tall, quiet man who had become Quatre's close confidant and advisor these past three years. Trowa sat down in a seat next to the young president.
"Good morning, Trowa," Quatre greeted.
Trowa nodded. "Good morning. It looks like the OZ Corporation is quite serious about the target."
Quatre nodded. "I figured as much. What's the current price?"
"$24.50 per share," Trowa informed him. "The target is trading upwards of ten percent from last week."
Before Quatre could comment, another figure strode into the room. The young Chinese man was wearing his usual frown. He smoothed out the front of his conservative, three-piece suit before walking up to Quatre.
Quatre picked himself up and shook hands with the young Chinese man.
"Wufei, I'm glad you could make it on such short notice," Quatre smiled pleasantly at the young attorney.
"I'm always glad to be of service," Wufei Chang, Esq. replied smoothly. "So what's this about?"
"Let's wait for Heero," Quatre suggested.
"Calling in your company's financial consultant?" Wufei mused. He cast a glance at all the paperwork mounting up on the desk. "This should be quite interesting."
"He should be here any minute," Quatre said. "The man is always on time."
"It's 7:29 am, right now," Wufei observed. "He's got one minute."
"Your watch is slow, it's 7:30 am, now," a voice announced from the door of the conference room.
The three men turned to gaze at the young man standing at the doorway. Mr. Heero Yui stared at them with penetrating blue eyes. He was a well-dressed figure and carried an intensity about him that few men could match.
After a quick round of greetings, the young men settled down at the table. The rest of the staff were ushered out of the room, leaving only Quatre, Trowa, Wufei and Heero in the huge conference room.
"Well, let me explain what this is about," the young president said. "As you may know, the OZ Corporation has been actively gobbling up several smaller companies out in the market. Their recent target is Silver Moon, Ltd. From what my sources tell me, the OZ Corporation offered to buy Silver Moon a few months ago, but talks broke down. It now appears that the OZ Corporation is intending to acquire Silver Moon through a hostile takeover."[1]
"You're not suggesting..." Wufei began.
Quatre grinned. "That's right. I am thinking about opening negotiations with Silver Moon and see if they are willing to have Winner Enterprises be their white knight."[2]
Heero raised his eyebrows. "Are you willing to go into a bidding war for this company?"
Quatre shrugged. "That's why I asked all of you here. I've had my staff pull all the publicly available information on Silver Moon, Ltd. I was hoping we could go through all of it, and see whether its really worth it for Winner Enterprises."
Wufei shook his head and popped open his brief case. "This is going to be a long day..."
* * * * *
Location: Silver Moon, Ltd., San Francisco, California; Date/Time: May 15; 11:55 am
"I can't believe he's doing this!" Ms. Minako Aino growled furiously. The beautiful, young blond woman was glaring at the stock ticker rolling across the bottom of the computer screen. She was dressed in a lovely, beige business suit and tied her long hair neatly with a red ribbon. As vice- president of Silver Moon, Ltd., she was not particularly enthused with the most recent developments in the stock market.
"Well, at least our stock is going up!" Ms. Usagi Tsukino bubbled cheerfully. The young president of Silver Moon, Ltd. was playing with her hair, which was made up into two small buns.
Minako shook her head. "Usagi, don't you understand? Treize wants to take over your company! He'll kick you out, once he owns the majority of the shares in Silver Moon!"
"I know!" Usagi asserted defensively. "I was just looking on the bright side of things."
"There is no bright side," Ms. Haruka Ten'nou grumbled. Haruka was the chief operations officer of Silver Moon, Ltd., and she looked like she was ready to hurt someone. She was often mistaken for a handsome man, because she kept her hair short and typically preferred to wear dress slacks and a sports coat to work.
"So what can we do?" Usagi asked with a frown on her face. Usagi had been the visionary and inspiration of the Silver Moon, Ltd., but she was not much of a business woman. Fortunately, she had surrounded herself with friends and associates that had been able to help her bring her vision to reality. But now, the OZ Corporation was threatening to take that away.
"There isn't that much we can do," Minako admitted with a bleak voice. "We can't stop him from buying up all the stock in the open market."
"And we don't have the funds to employ any greenmail or buyback strategy," Haruka added. "We can always try the 'scorched earth tactic'..."[3]
"Haruka, I don't think Usagi wants to destroy Silver Moon just to stop Treize," Minako pointed out.
Haruka snorted and turned her head away.
"So we just sit and wait?" Usagi wondered.
Minako sighed, "I guess we can talk with Rei and see if she can think of any legal obstacles to stop them. But other than that, I guess we'll have to sit and wait."
* * * * *
Location: Winner Enterprises Headquarters, Los Angeles, California; Date/Time: May 15; 10:15 pm
Quatre and the others had spent most of the day poring over all the publicly available documents relating to Silver Moon.
"So what are your verdicts?" Quatre asked the others in a tired voice.
"I can't believe you want to buy a woman's clothing business!" Wufei groused. The young attorney did not look too happy.
Quatre shook his head. "Wufei, I want your legal advice on the target company."
"Well, the articles of incorporation are pretty standard. They don't have any elaborate corporate defensive mechanisms, like a poison pill, in their charter documents," Wufei informed them. "There aren't any outstanding liabilities evident in their SEC filings, and no unusual liens or security interests on the corporation. There doesn't seem to be any court judgments against them and no active judicial proceedings."[4]
"Meaning...?"
"From a legal standpoint, I couldn't find anything wrong with the damn company," Wufei grumbled. "Are you happy?"
Quatre smiled. He glanced at Trowa.
"Their financial affairs are in order," Trowa told him simply.
"Heero...?" Quatre queried hesitantly.
Heero looked up from the laptop he was working on. The young man continued to type on the laptop. "From all the information that we have, the target company looks like its slightly undervalued. It might be a worthwhile acquisition. But we still need to undertake a complete due diligence before I can say for certain."[5]
"Good, let's work up some financial models," Quatre suggested. He turned to look at Wufei. "Can you stick around for a little longer? Once we've figured out a purchase price and some of the business terms, we'll need you to draft up a letter of intent."[6]
Wufei nodded absently as he flipped through some papers.
Heero turned to look meaningfully at Quatre. "Since this is a publicly traded company, I assume you'll want to use a codename for the acquisition of the target company."[7]
Quatre paused thoughtfully for a moment. A small smile graced his lips. "How about 'Project Heart'?"
The flowery codename produced an interesting response from the others in the conference room. Heero suddenly developed a twitch beneath his left eye. Wufei groaned and banged his head on the table. Even the normally unflappable Trowa blinked a couple times.
"Project Heart?" Heero asked hesitantly, his normally monotone voice cracking slightly.
Quatre enjoyed surprising his associates with his unique sense of humor, and he thought that offering up the peculiar name was well worth their reaction.
"Yes, Project Heart."
Once again, Wufei banged his head against the table.
* * * * *
Location: Aino Residence; San Francisco, California; Date/Time: May 16, 6:30 am
Minako cracked open an eye and continued to glare at the phone. It was still ringing, despite her angry stare.
After another few rings, the answering machine picked up the call. "Hi, this is Minako Aino! I'm not here, so please leave a message."
There was a painfully loud beep, and a familiar voice came on. "Minako! Pick up the phone! I know you're there! Pick up the phone!"
Sighing, Minako grabbed the phone. "What do you want, Haruka? It's 6:30 in the morning!"
"We just got a fax in from Winner Enterprises," Haruka spoke in an urgent voice.
"Winner Enterprises?" Minako asked in surprise. She was quickly waking up.
Haruka continued, "We just got a signed letter of intent from the president of Winner Enterprises. They're willing to make a friendly offer to takeover Silver Moon."
* * * * *
Author's Notes: I hope I didn't get carried away with all these footnotes. I really wasn't planning on adding another fanfiction to my list of open stories, but after working like a maniac for the past month, I thought I'd vent by writing this fanfiction.
Footnotes: The following footnotes are not necessary for an understanding of this story. These footnotes are for readers who want to learn more detail about some of the financial terms used in this fanfiction. Don't worry, most of the chapters won't have this many footnotes.
[1] In this story, Silver Moon, Ltd. is a publicly traded company. A hostile takeover means the takeover (change of ownership/control) of a company (Silver Moon) against the wishes of the current management and the board of directors by a corporate raider (the OZ Corporation). A corporate raider typically will remove the current management/board once it gains enough control.
[2] "White knight" is a company that makes a friendly offer to outbid a corporate raider and to avoid a hostile takeover. The white knight takes over the target company on mutually acceptable terms (i.e., Winner Enterprises would takeover Silver Moon, but would have an arrangement to keep the current management/board intact).
[3] Haruka listed off a couple of defensive mechanisms used by corporations to defend against a hostile takeover.
"Buyback" is a term used to describe the purchase of a corporation's own stock, thereby diminishing the amount available for purchase, and making it difficult for a corporate raider.
"Green Mail" means the repurchase by a corporation of the raider's stockholdings through an above-market offer not made to any other stockholders. In exchange, the raider agrees to stop all takeover activities (i.e., Silver Moon would pay the OZ Corporation a price higher than the current market price, and the OZ Corporation would agree to stop trying to takeover Silver Moon - but this requires a large amount of cash).
"Scorched Earth" is a defensive technique against a hostile takeover in which the target corporation (Silver Moon) sells off its most desirable assets, encumbers itself with liabilities, or otherwise renders itself unattractive as a takeover candidate by leaving nothing but "scorched earth" behind.
[4] "Poison Pill" is a provision of a corporate charter or of shareholder rights that comes into effect in the event of a takeover and that will be detrimental to the acquiring company.
[5] "Due Diligence" is a term used to describe the process that a potential buyer undertakes in reviewing and auditing a potential target firm. Such due diligence often includes private information that is not available to the public.
[6] "Letter of Intent" a preliminary agreement indicating the intent of both parties to an acquisition, which will serve as a roadmap for future negotiations of a final agreement. A letter of intent can be relatively general in its description, or it can be highly negotiated and very detailed. Depending on how the letter of intent is drafted, certain provisions may be deemed to be legally binding.
[7] Transactions involving public companies usually have codenames. The codename and other measures are taken to make sure that the transaction stays confidential. Otherwise, third parties or the public could bid up the price of the stock and make the transaction difficult (or impossible). There are other reasons that I won't bore the audience with.
CHAPTER 1: LETTER OF INTENT
Location: Winner Enterprises Headquarters, Los Angeles, California; Date/Time: May 15; 7:25 am
The large conference room was bustling with activity. Large piles of paper were accumulating on the beautifully finished oak table as more boxes of documents were being unloaded.
A young-looking blond man was sitting at the head of the table. His pale, blue eyes studied the hectic scene before him. He was dressed sharply in a well-tailored, dark blue suit.
"Mr. Winner, would you like some tea?" a young, blond woman asked.
Mr. Quatre Raberba Winner glanced up and gratefully took the cup.
"Thank you, Dorothy," he told his executive assistant. "Could you make sure that there's enough coffee and tea for everyone?"
Dorothy Catalonia nodded and headed out the door.
Quatre leaned back in his chair thoughtfully. The young man had assumed control of Winner Enterprises, Incorporated ever since his father passed away three years ago. The large holding company had grown substantially under his management for the past three years, but he was still hoping to expand its operations. This was the reason he had called a meeting so early in the morning.
The young president of Winner Enterprises noticed his chief financial officer (CFO) calmly walk into the conference room. Mr. Trowa Barton was a tall, quiet man who had become Quatre's close confidant and advisor these past three years. Trowa sat down in a seat next to the young president.
"Good morning, Trowa," Quatre greeted.
Trowa nodded. "Good morning. It looks like the OZ Corporation is quite serious about the target."
Quatre nodded. "I figured as much. What's the current price?"
"$24.50 per share," Trowa informed him. "The target is trading upwards of ten percent from last week."
Before Quatre could comment, another figure strode into the room. The young Chinese man was wearing his usual frown. He smoothed out the front of his conservative, three-piece suit before walking up to Quatre.
Quatre picked himself up and shook hands with the young Chinese man.
"Wufei, I'm glad you could make it on such short notice," Quatre smiled pleasantly at the young attorney.
"I'm always glad to be of service," Wufei Chang, Esq. replied smoothly. "So what's this about?"
"Let's wait for Heero," Quatre suggested.
"Calling in your company's financial consultant?" Wufei mused. He cast a glance at all the paperwork mounting up on the desk. "This should be quite interesting."
"He should be here any minute," Quatre said. "The man is always on time."
"It's 7:29 am, right now," Wufei observed. "He's got one minute."
"Your watch is slow, it's 7:30 am, now," a voice announced from the door of the conference room.
The three men turned to gaze at the young man standing at the doorway. Mr. Heero Yui stared at them with penetrating blue eyes. He was a well-dressed figure and carried an intensity about him that few men could match.
After a quick round of greetings, the young men settled down at the table. The rest of the staff were ushered out of the room, leaving only Quatre, Trowa, Wufei and Heero in the huge conference room.
"Well, let me explain what this is about," the young president said. "As you may know, the OZ Corporation has been actively gobbling up several smaller companies out in the market. Their recent target is Silver Moon, Ltd. From what my sources tell me, the OZ Corporation offered to buy Silver Moon a few months ago, but talks broke down. It now appears that the OZ Corporation is intending to acquire Silver Moon through a hostile takeover."[1]
"You're not suggesting..." Wufei began.
Quatre grinned. "That's right. I am thinking about opening negotiations with Silver Moon and see if they are willing to have Winner Enterprises be their white knight."[2]
Heero raised his eyebrows. "Are you willing to go into a bidding war for this company?"
Quatre shrugged. "That's why I asked all of you here. I've had my staff pull all the publicly available information on Silver Moon, Ltd. I was hoping we could go through all of it, and see whether its really worth it for Winner Enterprises."
Wufei shook his head and popped open his brief case. "This is going to be a long day..."
* * * * *
Location: Silver Moon, Ltd., San Francisco, California; Date/Time: May 15; 11:55 am
"I can't believe he's doing this!" Ms. Minako Aino growled furiously. The beautiful, young blond woman was glaring at the stock ticker rolling across the bottom of the computer screen. She was dressed in a lovely, beige business suit and tied her long hair neatly with a red ribbon. As vice- president of Silver Moon, Ltd., she was not particularly enthused with the most recent developments in the stock market.
"Well, at least our stock is going up!" Ms. Usagi Tsukino bubbled cheerfully. The young president of Silver Moon, Ltd. was playing with her hair, which was made up into two small buns.
Minako shook her head. "Usagi, don't you understand? Treize wants to take over your company! He'll kick you out, once he owns the majority of the shares in Silver Moon!"
"I know!" Usagi asserted defensively. "I was just looking on the bright side of things."
"There is no bright side," Ms. Haruka Ten'nou grumbled. Haruka was the chief operations officer of Silver Moon, Ltd., and she looked like she was ready to hurt someone. She was often mistaken for a handsome man, because she kept her hair short and typically preferred to wear dress slacks and a sports coat to work.
"So what can we do?" Usagi asked with a frown on her face. Usagi had been the visionary and inspiration of the Silver Moon, Ltd., but she was not much of a business woman. Fortunately, she had surrounded herself with friends and associates that had been able to help her bring her vision to reality. But now, the OZ Corporation was threatening to take that away.
"There isn't that much we can do," Minako admitted with a bleak voice. "We can't stop him from buying up all the stock in the open market."
"And we don't have the funds to employ any greenmail or buyback strategy," Haruka added. "We can always try the 'scorched earth tactic'..."[3]
"Haruka, I don't think Usagi wants to destroy Silver Moon just to stop Treize," Minako pointed out.
Haruka snorted and turned her head away.
"So we just sit and wait?" Usagi wondered.
Minako sighed, "I guess we can talk with Rei and see if she can think of any legal obstacles to stop them. But other than that, I guess we'll have to sit and wait."
* * * * *
Location: Winner Enterprises Headquarters, Los Angeles, California; Date/Time: May 15; 10:15 pm
Quatre and the others had spent most of the day poring over all the publicly available documents relating to Silver Moon.
"So what are your verdicts?" Quatre asked the others in a tired voice.
"I can't believe you want to buy a woman's clothing business!" Wufei groused. The young attorney did not look too happy.
Quatre shook his head. "Wufei, I want your legal advice on the target company."
"Well, the articles of incorporation are pretty standard. They don't have any elaborate corporate defensive mechanisms, like a poison pill, in their charter documents," Wufei informed them. "There aren't any outstanding liabilities evident in their SEC filings, and no unusual liens or security interests on the corporation. There doesn't seem to be any court judgments against them and no active judicial proceedings."[4]
"Meaning...?"
"From a legal standpoint, I couldn't find anything wrong with the damn company," Wufei grumbled. "Are you happy?"
Quatre smiled. He glanced at Trowa.
"Their financial affairs are in order," Trowa told him simply.
"Heero...?" Quatre queried hesitantly.
Heero looked up from the laptop he was working on. The young man continued to type on the laptop. "From all the information that we have, the target company looks like its slightly undervalued. It might be a worthwhile acquisition. But we still need to undertake a complete due diligence before I can say for certain."[5]
"Good, let's work up some financial models," Quatre suggested. He turned to look at Wufei. "Can you stick around for a little longer? Once we've figured out a purchase price and some of the business terms, we'll need you to draft up a letter of intent."[6]
Wufei nodded absently as he flipped through some papers.
Heero turned to look meaningfully at Quatre. "Since this is a publicly traded company, I assume you'll want to use a codename for the acquisition of the target company."[7]
Quatre paused thoughtfully for a moment. A small smile graced his lips. "How about 'Project Heart'?"
The flowery codename produced an interesting response from the others in the conference room. Heero suddenly developed a twitch beneath his left eye. Wufei groaned and banged his head on the table. Even the normally unflappable Trowa blinked a couple times.
"Project Heart?" Heero asked hesitantly, his normally monotone voice cracking slightly.
Quatre enjoyed surprising his associates with his unique sense of humor, and he thought that offering up the peculiar name was well worth their reaction.
"Yes, Project Heart."
Once again, Wufei banged his head against the table.
* * * * *
Location: Aino Residence; San Francisco, California; Date/Time: May 16, 6:30 am
Minako cracked open an eye and continued to glare at the phone. It was still ringing, despite her angry stare.
After another few rings, the answering machine picked up the call. "Hi, this is Minako Aino! I'm not here, so please leave a message."
There was a painfully loud beep, and a familiar voice came on. "Minako! Pick up the phone! I know you're there! Pick up the phone!"
Sighing, Minako grabbed the phone. "What do you want, Haruka? It's 6:30 in the morning!"
"We just got a fax in from Winner Enterprises," Haruka spoke in an urgent voice.
"Winner Enterprises?" Minako asked in surprise. She was quickly waking up.
Haruka continued, "We just got a signed letter of intent from the president of Winner Enterprises. They're willing to make a friendly offer to takeover Silver Moon."
* * * * *
Author's Notes: I hope I didn't get carried away with all these footnotes. I really wasn't planning on adding another fanfiction to my list of open stories, but after working like a maniac for the past month, I thought I'd vent by writing this fanfiction.
Footnotes: The following footnotes are not necessary for an understanding of this story. These footnotes are for readers who want to learn more detail about some of the financial terms used in this fanfiction. Don't worry, most of the chapters won't have this many footnotes.
[1] In this story, Silver Moon, Ltd. is a publicly traded company. A hostile takeover means the takeover (change of ownership/control) of a company (Silver Moon) against the wishes of the current management and the board of directors by a corporate raider (the OZ Corporation). A corporate raider typically will remove the current management/board once it gains enough control.
[2] "White knight" is a company that makes a friendly offer to outbid a corporate raider and to avoid a hostile takeover. The white knight takes over the target company on mutually acceptable terms (i.e., Winner Enterprises would takeover Silver Moon, but would have an arrangement to keep the current management/board intact).
[3] Haruka listed off a couple of defensive mechanisms used by corporations to defend against a hostile takeover.
"Buyback" is a term used to describe the purchase of a corporation's own stock, thereby diminishing the amount available for purchase, and making it difficult for a corporate raider.
"Green Mail" means the repurchase by a corporation of the raider's stockholdings through an above-market offer not made to any other stockholders. In exchange, the raider agrees to stop all takeover activities (i.e., Silver Moon would pay the OZ Corporation a price higher than the current market price, and the OZ Corporation would agree to stop trying to takeover Silver Moon - but this requires a large amount of cash).
"Scorched Earth" is a defensive technique against a hostile takeover in which the target corporation (Silver Moon) sells off its most desirable assets, encumbers itself with liabilities, or otherwise renders itself unattractive as a takeover candidate by leaving nothing but "scorched earth" behind.
[4] "Poison Pill" is a provision of a corporate charter or of shareholder rights that comes into effect in the event of a takeover and that will be detrimental to the acquiring company.
[5] "Due Diligence" is a term used to describe the process that a potential buyer undertakes in reviewing and auditing a potential target firm. Such due diligence often includes private information that is not available to the public.
[6] "Letter of Intent" a preliminary agreement indicating the intent of both parties to an acquisition, which will serve as a roadmap for future negotiations of a final agreement. A letter of intent can be relatively general in its description, or it can be highly negotiated and very detailed. Depending on how the letter of intent is drafted, certain provisions may be deemed to be legally binding.
[7] Transactions involving public companies usually have codenames. The codename and other measures are taken to make sure that the transaction stays confidential. Otherwise, third parties or the public could bid up the price of the stock and make the transaction difficult (or impossible). There are other reasons that I won't bore the audience with.