When the American conglomerate, The Brady Group, announced it’s Hostile Takeover of the British retail company Wainwright & Co, eyes naturally turned to the FTSE 100 Index and The Dow Jones Average in an effort to make sense of it.
Hostile takeovers are exceptionally rare. This one had been particularly brutal, as had been noted by The Wall Street Journal and The Financial Times, both of which had much to say on the matter.
Sir Michael Wainwright sat in his oak-panelled boardroom surrounded by lawyers. The Americans had sent their legal team to complete the appropriation of his company. There were eleven of them.
The shareholders had capitulated a couple of weeks previously, after years of continual harassment and premium offers well above the market share. Eventually, the temptation was too great and the Brady Group acquired the necessary stake to force an Extraordinary General Meeting and allow the takeover to proceed.
It now needed the resignation of the C.E.O. Sir Michael Wainwright.
He had fought against it, as had the entire board of directors, but somehow the Americans had outwitted him and played a dirty, underhand game.
It simply was not cricket.
He noted there was no sign of Marcus D. Brady, the reclusive rags to riches billionaire head of the Brady Group. After the enormous cost and effort he had put into acquiring Wainwright’s, it seemed odd for him not to be there for the coup de grace. It was a pity because Sir Michael had a few choice words to say to him.
Little was known about Brady as he never gave interviews, although Forbes Magazine had come closest, even then it was only a two-line quote.
One of the lawyers slid a set of papers towards him to sign. From the opposite end of the room, the huge portrait of Joseph Wainwright, his great grandfather and founder of the company, glared disapprovingly down at the proceedings. Sir Michael gave a heavy sigh and reached for his pen.
In 1860, sixteen-year-old Joseph Wainwright was a draper’s assistant, in the small English town of Cheltenham. He was paid meagrely, slept under the cutting bench at the back of the shop, worked a twelve-hour day and was allowed every other Sunday off.
Over the course of time, his work ethic was such that his employer raised his wage and placed sufficient trust in him to be allowed to choose the necessary stock needed for the business.
It was on one of his regular trips to nearby Gloucester to arrange for the purchase of muslin, that he met George Hadleigh, a young haberdasher, who ran his own market stall. It was very soon agreed that with Joseph’s extensive knowledge of cloth and George’s haberdashery and salesman skills, it would be foolhardy not to strike a partnership.
Thus the company Hadleigh & Wainwright was born.
As trade increased, so did the need for more stalls and soon they had acquired a pitch in every market town in the county of Gloucestershire. Presently, it came to Joseph’s attention that his former employer had died and the premises in Cheltenham was available. They leased it. Business boomed.
George Hadleigh was not a man to sit on his laurels. He enlarged the stock by introducing new lines including furniture items. As the shop flourished and the stock increased, George bought the adjacent premises and utilized the three stories of both buildings. They called it The Hadleigh & Wainwright Emporium.
As they toasted their success, they pledged to have an Emporium in every major town and city in the country.
They bought the eight-storey premises in London’s Oxford Street in 1878. It quickly became the flagship store and the head office for the company.
Both men had by now become very wealthy indeed and so it came as little surprise to many, that in time George Hadleigh was seen less and less at the Oxford Street branch. He would, when urgently pressed, attend a meeting or two, invariably arriving late and just as invariably departing early.
It was in this period that he began to help himself to money from the cash drawers in various departments, leaving a hastily scribbled note as a receipt. There were ardent protestations from the company accountants. George ignored them.
One afternoon in 1885, he was invited to a meeting with Joseph. When he arrived, George was surprised to find the elderly company solicitor Arnold Phipps seated at the boardroom table.
Joseph Wainwright got straight to the point.
“Your gambling debts are out of control.”
“It’s true that I’ve had a modicum of bad luck recently. But I fail to see what damn business it is of yours.”
“Your business affects my business!”
“Good day, gentlemen,” said George, turning to leave.
“Sit down!” barked Joseph. “I have a proposition for you.”
George perched himself on the edge of a chair. After all, he didn’t intend on staying.
“I know you’re nearly out of money,” continued Joseph, “and I know how much you owe.”
“Is this going to take long?” George asked.
“Mister Phipps, if you would be so kind.”
The elderly gentleman produced a document and passed it to George.
“Sign the document relinquishing your rights to the company and dissolving our partnership and I will personally pay off all your debts and give you the sum of money stated therein.”
George glanced at it and chuckled.
“My share is worth a hundred times that figure!”
The old solicitor laid another document on the table.
“And what is this?”
“It’s a marriage certificate, George,” said Joseph in a low voice. “A marriage certificate with your name on it, espousing you to an Edith Dallimore.”
George looked away and ran his fingers nervously through his hair.
“You already have a wife, George. I know, because I was there when you married her.”
George pleaded with his old friend.
“Joseph..she…that is, Edith is with child. My child.”
“Then you have a dilemma,” said Joseph, quietly. “Sign the document and take the money offered or go to prison for bigamy.”
The next day Hadleigh & Wainwright became Wainwright & Sons.
Henry Wainwright succeeded his father as Managing Director and embarked on a series of modernising improvements. On a trip to the United States, he encountered the first stepless escalators. On his return home, he had them installed in all the Emporiums.
He replaced the old fashioned cash drawer and furnished all his stores with the Ritty Incorruptible Cash Register. Embezzlement would now be almost impossible.
The Oxford Street store, with its newly installed plate-glass windows, became the yardstick for innovation and Henry was at the forefront of it all.
When war broke out in 1914 and his son Albert enlisted, Henry was not there to see him go. He was too busy holding a seminar for local businessmen in the Manchester Emporium, extolling the virtues of how electric lighting would one day soon replace gas in all his department stores.
When Albert was killed at the Battle of Messines in 1917, Henry was handed the telegram as he was watching a demonstration of a completely automated elevator. He read the news of the death of his only child, folded the note and placed it in his pocket, his only concern being how difficult it would be for the elevator to reach the eighth floor of the Oxford Street Emporium.
One Monday morning the staff arrived at work to find a team of painters and decorators adorning the front of the building with Henry fussily directing every brush stroke. They were perplexed to see the same group of men the following Monday covering the previous coat of paint with an alternate colour, once again under the auspices of Henry. However, perplexity turned to outright consternation the following Monday when they arrived at the store to find Henry alone, brush in hand and halfway up a ladder covering the previously applied shade with yet a different colour.
They persuaded him to come down and took him to his office, where they found hundreds of infantile sketches and cramped handwritten notes scattered all over the floor. All of them pertaining to revolving doors.
His brothers were immediately summoned.
The board proposed that Henry should be relieved of his position as Managing Director, his place to be taken by his youngest brother, Edmund.
A full-time care nurse was arranged for him at his house in Esher.
Then late one morning, the maid entered the study to take him a copy of The London Times. She screamed uncontrollably at the sight that met her eyes. In the middle of the room, suspended by his tie from one of the wooden beams, the lifeless body of Henry Wainwright swayed gently to and fro.
On his writing desk was a letter informing him of the death of Edith Hadleigh.
Edmund Wainwright was a plain-speaking man who from the outset had one desire from his retail empire, to make more money.
He offered his bedazzled customers a hundred departments along with restaurants, a roof garden, reception areas for foreign visitors, a first aid room and, most importantly, a small army of knowledgeable floor-walking assistants who served as guides to his retail treasures as well as being thoroughly instructed in the art of making a sale.
He did much to make his department stores a destination rather than just a big and comprehensively stocked shop. They became places to meet and for ladies to lunch.
Then in 1929 news from Wall Street reverberated around the globe. Within days, the London Stock Exchange collapsed.
In order to consolidate his losses, the advice given was to dispose of all leased property and concentrate on keeping company assets intact, in the hope of riding it out.
This decimated the stores in the north and west of the country. The company of Wainwright and Son’s shrank to less than a third of its size.
Painstakingly, piece by piece, Edmund attempted to repair the damage. He worked tirelessly, travelling the length and breadth of the country in a fruitless effort to reverse the company’s fortunes.
Finally, as German bombs descended from the skies and London was ablaze, he died in his bed, a completely worn-out and broken man.
At the end of the war, Ronald Wainwright was demobbed from the Royal Air Force. As a grandson of old Joseph, there was an automatic place for him on the board, should he wish to accept it. Although, by this time, the company had declined and was well past its former glory.
It was a chance meeting with an old school pal, who worked in the Ministry of Defence which, with hindsight, changed the fortunes of Wainwright & Sons.
Despite fighting a long and costly war, the British military administrative machine continued with its customary dogma of the right hand never knowing what the left hand is doing.
For example, the Logistics Corps never dreamed of liaising with the Ordnance Corps in an effort to establish some kind of coordination. Therefore, the armed services had a plethora of surplus material and goods which needed to be disposed of.
What is more, owing to the three branches of the military never consulting with one other, it would be an ongoing thing.
Wainwright & Sons became the official Government contractors for the disposal of clothing.
The industry boomed.
Ronald became the Managing Director and, as the 1950s came to an end, Wainwright's sold their military surplus business. The money raised along with the aid of a number of backers in the City enabled them to buy the retail company Braithwaite's.
It consisted of seventy-five stores mostly in the north and midlands. These, added to their original shops in the south and south-east, headed by the Oxford Street branch, meant that Wainwright & Sons had become the mercantile equivalent of Lazarus.
When Michael Wainwright stepped into his father’s well-worn shoes, the company’s standing on the share index was enviable.
Almost directly after the name change to Wainwright & Co, a paper exercise forced on him by accountants, he was honoured with a knighthood for services to retail. Although, it was said that his friendship with the incumbent Prime Minister may have helped.
It was around this time that he was first approached by The Brady Group.
As indeed he had been every year for the past ten years.
Sir Michael Wainwright was ready to sign the documents. He looked over at the soccer team of American lawyers that filled his boardroom. All of whom waited in anticipation for him to attach his signature.
It didn’t make sense ten years ago and it didn’t make sense now.
Only that morning, The Wall Street Journal and The Financial Times had declared their utter incredulity at the unfolding of events.
According to those two auspicious newspapers, Wainwright & Co’s online presence was absolutely minimal. They had not adjusted their business model to embrace the current retail trends reflected in today's market and their share had been overtaken by smaller outlets offering similar goods at a lower rate.
If the inflated price paid for Wainwright's was to be believed, then both The Wall Street Journal and The Financial Times independently drew the same conclusion.
It made no sense.
In his office, on the upper east side of Manhattan, Marcus D. Brady checked his cell phone. The message simply read Takeover complete.
He poured himself a cup of coffee and toasted the photograph of his mother which sat on his desk.
He had never forgotten the days over on 49th Street in Hell’s Kitchen, where they both struggled all those years ago after his father left.
More importantly, he had never forgotten the story she repeated to him over and over again like a mantra.
The story of how her grandfather George Hadleigh was swindled out of his own company by his business partner many years ago in England.