Chapter 15

Hannah sat in front of her computer, conducting one of the many online searches she’d made that day. She was intent on finding out what was driving the merger between Maritech and AquaSonix, but wasn’t making any progress. Whatever lay beneath the surface of the proposed deal didn’t appear to have leaked online, but there had to be something somewhere.

An article on Bloomberg caught her eye. It reported that some AquaSonix shareholders had expressed concerns about the merger. This wasn’t news to Hannah, but what was interesting was that the article quoted the words of one major shareholder, named as Charles Bradford. “The rushed timeline suggests we’re not being told the whole story,” Bradford had declared.

At last she had a break. Bradford was easy to find online and she noted that he had an office in the same street as Layton Moreby. That was convenient, as it was a location she knew so well. She drafted an email to him, explaining that she was conducting due diligence on behalf of AquaSonix shareholders, and asking if she could meet with him. He didn’t take long to reply, happily agreeing to a meeting.

At his office, Bradford stressed that AquaSonix had always been a worthwhile investment and had provided good returns over the years. He was quite unconvinced about the merits of the merger for AquaSonix investors and told her it was Maritech who stood to gain from the deal. It was trying to develop deep sea maintenance bots and AquaSonix had technology that would help them.

He also claimed that the merger wasn’t even what Maritech wanted. Ideally they would have acquired AquaSonix, but simply didn’t have the cash to do so. They would have needed to fund the aquisition with debt, which would have been expensive. The merger had become their preferred path only because it was a much cheaper option.

As for the accelerated timeline, this was down to Maritech too. They had clearly decided they wanted the merger done with unseemly haste. He suggested that as AquaSonix was a defense contractor, it might hold sensitive information that Maritech might like to get their hands on before anyone noticed.

Alternatively, perhaps there was some market manipulation going on. The rushed nature of the merger had prevented shares in AquaSonix from rising on the merger speculation, as would have been expected, and it had significantly depressed the Maritech share price. Handy if you were currently acquiring shares in either company.

Hannah thanked Bradford and returned to her apartment, thinking over everything he’d said. His theories were compelling but were mainly suspicion. He hadn’t given her proof of anything. He felt like a boxer who had the measure of his opponent, but couldn’t land a telling blow. Someone circling the truth, but unable to pin it down. His insistence that Maritech was the driving force in the merger was his most important information. According to him, it was Maritech who wanted the merger in the first place and Maritech who wanted it done quickly,

Bradford had provided a perspective from the AquaSonix side. Now Hannah needed to hear from someone on the Maritech side, especially if it was Maritech that was driving the deal. After considering various ploys on how to engineer a meeting with them, she settled on claiming to represent parties interested in investing in the merged company. This was more or less true anyway, as part of Rossi’s brief had been that potential investors were uncertain as to whether or not the proposed merged company offered a good investment opportunity.

She contacted Maritech and secured an appointment with their corporate development executive, a woman named Elena Voss, who was handling their merger strategy. The Maritech offices were downtown, sleek and modern, with views overlooking the harbor. Elena Voss met her in a glass-walled conference room, her demeanor polished but wary. Hannah noted a certain tension in Voss’s voice as she offered coffee - a veneer of hospitality masking caution.

“I appreciate you taking the time,” Hannah began, projecting calm professionalism. “My clients are intrigued by the merger’s potential but are concerned about the accelerated timeline. It’s unusual for a deal of this complexity.”

“The merger’s moving quickly because it must,” Voss countered smoothly. “AquaSonix navigation systems complement our next gen maintenance bots. The synergy is immediate.”

“Swiftness makes sense for competitive advantage,” Hannah conceded. “But shareholders in AquaSonix have suggested that Maritech stand to gain disproportionately. Meaning you get access to AquaSonix’s acoustic navigation patents, without giving much in return.” She let the accusation hang, savoring Voss’s sharp intake of breath.

Voss’s polished facade didn’t crack. “They gain stability,” she said. “They become part of something much bigger. Our infrastructure, our logistics ... the scale they’ve lacked.”

Hannah decided to press the point. “Your deep sea bots need real time sonar mapping to navigate trench currents. AquaSonix holds the only military grade tech capable of that precision. Without it, Maritech’s much touted next gen bots wouldn’t be next gen. The access to infrastructure you’re offering in return hardly appears to be on the same level of benefit.”

A muscle tightened near Voss’s jawline. “Our projections show significant value creation for AquaSonix shareholders. Their board unanimously approved the merger.”

“Boards approve,” Hannah countered, leaning forward slightly, “but shareholders revolt when value evaporates. Why the two month deadline?” She paused, letting silence amplify the question. As the silence stretched, a cargo ship’s foghorn echoed across the harbor.

Voss took a long drink of her coffee. “Market conditions,” she deflected, her voice fraying at the edges. “Delaying risks losing key contracts. We’re streamlining integration.”

Hannah noted that Voss was growing uneasy and she decided to press on. “But you could always have licensed the patents if you needed the technology urgently. I’m sure you could have come to some agreement which would have been preferable to rushing into a merger.”

“Licensing would have been expensive,” Voss replied abruptly. “That was never our preferred solution.” She suddenly changed tack. “Anyway, that kind of discussion isn’t really relevant now. We decided on the best path forward and the terms of the merger are fair.”

Hannah decided to change tack too. “Perhaps this isn’t about maintenance bots at all. Perhaps it’s really about AquaSonix’s naval connections and their defense technologies? A merger makes sense if there’s defense IP that Maritech’s determined to get its hands on.”

Voss shook her head. “AquaSonix is a defense contractor, but they don’t hold any classified information. They simply have applications which are dual use, both civilian and military.”

“But the patents?” Hannah pressed. “Even if they aren’t classified, they’re valuable. Especially the acoustic mapping ones. Could Maritech itself be the subject of some ... external pressure? To acquire that technology quickly?”

“We’re not under pressure from anyone. We’re acting solely in Maritech’s strategic interests.”

“But the speed at which you’re moving is causing potential investors to hesitate. That surely isn’t in Maritech’s strategic interests?”

“Our communications team handles investor inquiries.”

“And it’s prevented the AquaSonix stock price from rising,” Hannah persisted.

“The AquaSonix stock price isn’t our concern. Their board have already approved the merger.”

“Perhaps they were the ones who were subject to some kind of pressure?”

“That’s pure speculation,” said Voss, sounding annoyed now. “Maritech operates with integrity. I’m quite sure AquaSonix does too. They accepted our proposal because it was a very fair one. No other reason. I think it’s unwise of you to suggest otherwise.”

“I’m conducting due diligence,” replied Hannah, “and part of that is asking awkward questions. I’m sure you understand.” Another foghorn sounded outside, as cargo ships slid across the harbor like ghosts in the February haze.

“One of those questions concerns the Maritech stock price. Down nine percent post-announcement while AquaSonix has seen only marginal gains. Odd for a merger promising ‘synergy.’” She paused, letting the financial anomaly resonate. “Unless someone orchestrated the dip to accumulate discounted shares before the merger goes ahead.”

Voss’s posture stiffened and her voice dropped to a harsh whisper. “You’re suggesting market manipulation? Maritech’s leadership holds significant personal stakes. They’d never...”

Hannah interrupted, her tone clinical. “Insider trading isn’t always personal. Favors for third parties? Debts repaid? Who benefits from depressed prices? Who else is involved, directly or indirectly? AquaSonix’s patents simplify deep sea mineral mapping. Lithium, cobalt ... whoever controls that tech corners exploration rights overnight. Is there a silent partner here?”