For years I have written about the buying and selling of businesses, usually in that detached tone favoured by the financial community. A corporate figure (nearly always a man) is interviewed and boasts about his company and its acquisition. He talks about cutting overheads, making assets sweat - in other words, closing plants and sacking people. Or an analyst speaks knowingly about a business losing its focus on core activities. And I lap it up.
Never, until recently, had I been at the other end of such cold reason. Only now can I appreciate what others have gone through as their firms were broken up and sold. Am I better for it? Certainly. Shouldn't all journalists, analysts, accountants, fund managers, consultants and other know-it-alls be exposed to the experience? Absolutely. Would society benefit if the City had more understanding of what it is like to be the subject of unfeeling logic? Financially, no. But it would be a damned sight more compassionate place in which to work.
When quoted companies make a big move, they do so in the utmost secrecy.
They are obsessed, and rightly so, with fears of the news leaking, of the deal being scuppered, of unscrupulous people making a killing, of the Stock Exchange being the last to know. And this was the case with United News and Media (UNM), owner of Express Newspapers, publisher of the Daily Express and Sunday Express, of which I was deputy editor.
Companies that take the stonewall approach fail to realise that senior staff are caught in the middle. You believe or suspect something is up, but don't know for sure. Meanwhile, junior colleagues believe you know what's up and just aren't saying. For the uninformed senior executive, it is dispiriting and demoralising. You feel useless in a sphere where only days before you seemed to exercise total power. Suddenly, you are running an international news operation and are powerless to say for certain what is happening upstairs. The sale of Express Newspapers was on the cards as early as May 1999, but I learned only on 22 November 2000 that the papers had been sold. We were not told by UNM. We learnt the news from Sky television.
Back in April 1998, I had left the job of deputy editor of the Independent with Rosie Boycott, the editor, to take up the task of turning round the Express titles. We were given a mandate to take the papers upmarket, to make them appeal to a younger, progressive audience. We were promised that the vast resources of UNM, a pounds 5 billion corporation, would be at our disposal. There would be massive investment. We'd be able to draw on UNM's television and other media interests.
All went well at first. We lost some older readers, wooed in part by promotional overtures from the Daily Mail, but that was predicted. (One commentator forecast we would lose 600,000 in six months; in fact, it was 150,000 in almost three years.) UNM, in the person of Lord Hollick, our new chief executive, took a close interest in the papers. Hollick, a big Labour supporter, was a regular at management meetings, where his enthusiasm could be infectious. Marketing plans, expansion and investment proposals were discussed.
Then in May 1999 the tap was abruptly turned off. With hindsight, it was the first sign of a shift in strategy that would ultimately lead to a sale. At the time, UNM's parsimony was attributed to the inherent character of Hollick, a shrewd dealmaker who was cautious by nature, not given to the sweeping visionary brushstrokes of media barons like Rupert Murdoch and Lord Rothermere.
Hollick hated to spend money. But, to be fair to him, he had no large personal holding to shore up his position. Unlike Murdoch and Rothermere, Hollick was a salaryman, dependent on the goodwill of his external shareholders. Make them a good return, fine. Screw up and you're out.
With us, Hollick was contrary, talking big one minute, lost in petty detail the next. He was enigmatic, fond of playing his cards close to his chest. Once, Boycott and I were summoned to see him about results of research into 'lapsed readers' - who, if we were sticking to our original brief, should not have mattered. We didn't even know the research was being done.
Much was made in the press of Boycott's friendship with Hollick, but she never went to his house for dinner and he failed to attend work functions at her home. They would go for long periods without exchanging a word, and when they did it was often over a trivial complaint. Hollick's temper was fearsome; he was used to getting his own way and executives rarely stood up to him.
Hollick, however, loved owning newspapers. They gave him political and social cachet. He adored ringing up political and football journalists for the latest gossip. If we had a Cabinet minister in for lunch, Hollick expected to be invited. Yet he exhibited little interest or feel for the living organism that a newspaper is - how it is put together, what makes it tick.
Hollick's reluctance to spend money did not extend to paying for outside advice. UNM and its many parts were forever being pored over by consultants.
It was one such study, I later discovered, that may have prompted the sudden change of policy in May 1999. Unknown to Boycott, PricewaterhouseCoopers had embarked on a crucial study of the Express group. Its sensitivity can be judged by the way it was cloaked in secrecy: in the detailed report that resulted, the project had the code-name Postbox; the Express titles were referred to as Unicorn and their sister publication, the Daily Star, was Comet.
The study's conclusion was stark: although progress had been made, further development required investment that might be difficult to justify for a publicly listed company. For Hollick, who prided himself on doing right by shareholders, this was probably not what he wanted to read. The consultants were saying, in effect, that the Express group needed an owner-proprietor, rather than someone who always had to put shareholders' interests first.
Rumours of the Express papers being on the block first surfaced in early summer of 1999, and the timing, given the date of the PwC report, cannot have been mere coincidence. Hollick's interest began to wane. The weekly meetings with him in the chair were scrapped, and when we did see him, the conversation dwelt on trivia. After Tony Blair's speech at the Labour party conference in Bournemouth in October 1999, I walked with Hollick to the High Cliff Hotel. He said he was glad for the chance to chat.
I thought that at last we might get an indication about future investment.
It was not to be. He asked whether I thought he should go to see Barcelona play Arsenal in the Champions League.
Industry gossip said Andrew Neil was hovering in the wings, ready to buy on behalf of the Barclay brothers, and Kleinwort Benson, UNM's banker, was preparing sale details. Pieces started appearing in rival newspapers predicting our disposal. One said City analysts were forecasting a pounds 1 rise in UNM's share price if the Express papers were sold. This gave a strong hint of the pressure Hollick faced. UNM shares at that time were barely above pounds 5. Market capitalisation was about pounds 3 billion. The rumour mill said the papers would fetch, at most, pounds 300 million - yet here was the City saying we were worth pounds 600 million to the share price.
This was always the argument we faced. City analysts, whose work was read by the fund managers who owned the bulk of UNM, thought we were more valuable to the company outside it than within it. One City scribbler even speculated that UNM might be able to raise as much as pounds 1 billion by selling us as a provider of content to an internet business, such as Freeserve.
UNM had a policy of not commenting on speculative stories. But amid this blizzard of publicity, it meant that assertions went unanswered and claims presented as fact were not denied. It had a curious schizophrenic effect.
Internally, UNM assured us there was no truth in the rumours. Externally, the business and media pundits were having a ball. Staff assumed that the editor and deputy were in the loop - that we were somehow in the thick of whatever was happening, that any decision to sell would involve our agreement. Sadly, nothing could have been further from the truth. We were not told; we were not consulted; we did not know.
A lull ensued. The rumours died down and we resumed business as normal - except it was anything but normal. While talk of imminent sale had receded for the time being, there was little evidence of any substantial new money for the titles. Both the Daily Express and Sunday Express were battling against an onslaught from the Daily Mail and Mail on Sunday. The response from our side was lamentable. All the energy went into producing the paper day to day - it was as if the future did not exist.
Journalists are quite unlike other workers. Their trade is information.
They are trained observers who like nothing better than gossip. We had 440 pairs of eyes watching us and 440 pairs of ears hanging on every word.
Any casual remark, joke or grimace by Boycott was relayed and dissected for any clue to imminent news. We debated whether she should tell staff: 'Look, I hear the rumours, too. But I assure you, I know nothing.' But that was rejected because they would speculate that it was a double bluff.
When we interviewed candidates for jobs, they would invariably ask what lay in store for the papers. Staff would come to us and say they had been approached by another paper about a job. What could we advise? All we could answer was that we hadn't a clue. It was undermining - colleagues we knew and liked found it impossible to believe that a national newspaper editor who was so well informed on other matters and was a board director of the Express subsidiary did not know what the parent company was planning. Nor did her deputy.
The mood changed again early last year. UNM was proposing to merge with Carlton, whose boss, Michael Green, was said to be looking forward to owning papers and to be keen to expand them. Two firms of consultants were appointed to examine the level of cash injection required to boost circulation. It was not much, but it was something. At least dialogue was taking place. We found ourselves in meetings where the talk was of investment and growth. Suddenly, for a period, there was a sense of belonging, that the papers were to remain part of the UNM-Carlton family.
But just as abruptly, the mood changed. Hollick was dealt a savage blow when the Competition Commission ordered UNM to shed its Meridian television holdings as a condition of a merger with Carlton. To Hollick's dismay, Stephen Byers, the trade secretary, accepted the ruling. From what was to be a marriage of equals, the proposed tie-up was hopelessly tilted in Carlton's favour. It was clear the union was off.
Speculation again centred on the future of the newspapers. Granada, seen as a possible buyer of UNM, was apparently letting it be known that it did not want Express Newspapers. It was believed that supremos Gerry Robinson and Charles Allen did not want to risk alienating the City by buying the papers, which many viewed as 'old media' - too expensive and too dangerous to take on. They had seen Hollick having to defend the papers to a sceptical City, and that wasn't going to happen to them.
When UNM announced the sale of its television division to Granada, the writing was on the wall for the Express group. That's what the City thought, what all the media commentators wrote and what the staff believed. But UNM pretended nothing had changed. Hollick's ambition to become a major media player, with the bulk of ITV and other television interests, plus three national newspapers and several consumer magazines, had come to nought. We at the Express titles now found ourselves part of a company intent on a new direction.
What political influence the papers afforded Hollick had vanished. Stories of the Labour peer's rage at the Government, which he had loyally supported but which, as he saw it, had not assisted him, made the rounds of the building at Blackfriars. The papers' relationship with their boss had shifted. The feeling grew that he would sell us to any group - especially one opposed to Labour, such as Associated - just to spite the administration that had let him down so badly.
There was also the sense that even had he wanted to keep us, Hollick's hands were tied. Weakened by the collapse of the Carlton merger, he had to be seen to be acting decisively to silence his City critics, many of whom had been badgering for the sale of the Express group and now wanted to see positive signs of a decisive strategy for a new-look UNM.
At the paper, we explored the possibility of a management buyout and, with Boycott's approval, I met a City heavy-hitter. His reaction to the idea was swift: how would the Daily Express avoid the kind of grief the Independent had suffered when The Times started a price war. With no reserves, the Independent could not respond and its circulation fell. Finally, it had to give up its independence and turned to the Mirror Group for help.
The buyout expert explained that the City prefers to back businesses that lead their markets. In other words, it hates taking risks - and, whichever way we cut it, we were a risk. He also said Hollick did not have a reputation for 'leaving something behind on the table' so there was little likelihood that profits could be increased by making cuts - another thing the City likes. It was an eye-opener, one that left me applauding anyone brave enough to get involved in a buyout.
Staff assumed, again, that we must have known what was going on. But Boycott had exchanged barely a word with Hollick in the three months before last October's Labour party conference in Brighton, when they had dinner together. I was there, along with other journalists and four Government ministers. In the course of a three-hour meal, the subject of the papers never came up. Afterwards, Boycott and I walked with Hollick from the restaurant back to the conference area. He engaged in small talk and we listened. Of the papers, not one word.
What we could not have known was that Hollick was sitting on an offer from the Barclay brothers. That fact emerged days later when the Guardian ran a story revealing that Andrew Neil had bid pounds 75 million for Express Newspapers. In newspaper parlance, the report was written 'hard', as fact. Clearly, the Guardian had better lines of communication than we did.
Express staff were up in arms. They wanted to know what was going on. We had to stand there like lemons and say we did not know. UNM kept a firm silence. Then there was the shock over the pounds 75 million price. Surely we were worth more? Yes, but not much more. Earlier in the year, possibly as a way of smoothing the sale of the papers, Hollick had offloaded the building in a sale-and-leaseback arrangement. That deal netted a reported pounds 69 million.
Even so, Neil's offer seemed absurdly low. The papers made a profit and had a total sale of some 2.5 million. But, mad or not, UNM was saying nothing. The silence said it all: after months of debilitating prevarication and speculation, the papers were finally up for sale. The billionaire Hinduja brothers were interested. So was Mohammed al-Fayed. Another potential buyer was David Montgomery, former head of Mirror Group. There were questions against them all. Just how serious were they? Did they really have the cash? What were their plans for the papers?
Officially, UNM was still saying nothing, but news stories began appearing that seemed to carry the imprint of the parent company speaking off the record - in effect, inviting anyone to make a pitch. Internally, we were told zero. Over several weeks, our best sources as to what was going to happen to our business were the Sunday business pages. One week it was the Hinduja brothers, then Associated threw its hat into the ring, then Conrad Black's Hollinger Group. It was a strange feeling, coming into work and wondering whether that unfamiliar limousine parked outside might belong to a new suitor.
And still no official word. To add to the confusion, Hollick agreed to expand the circulation team, resurrecting a recruitment drive. It was mind-boggling. If the papers were being sold, why bother? If they weren't, why not say so? At last, at the end of a management meeting, the human resources director said she had been told by UNM to suspend plans for a personnel initiative. The reason, she was informed, was that UNM felt that with all that was going on it was not a priority. This, believe it or not, was the first time UNM had even indicated that anything might be going on. It was just one week before the sale of the papers was announced.
As ever, we got our information from the other press. It was a weekly round, finding out what was going on at our own business: the Guardian's media pages came out on Mondays, the Independent's on Tuesdays, the Evening Standard's on Wednesdays, the Telegraph's on Thursdays and The Times' on Fridays. Saturday would usually bring a break before another round from the Sunday business sections. That week's Sunday Times delivered a new name: Richard Desmond, owner-proprietor of the Northern & Shell magazine group.
On the Tuesday, two days after the Sunday Times article, I had lunch with Zac Goldsmith, son of the late Sir James and publisher of Ecologist magazine. I toyed with the idea of saying: 'Come on, you can afford us.' I didn't, but no matter - the next day's Financial Times carried a front page story that Desmond was on the point of securing the newspapers.
Although other papers had written about us with relish, the FT had rarely weighed in - and this was front-page. It must be sure of the story. That Wednesday will live long in my memory. Another morning of silence from UNM, then at one o'clock Sky proclaimed the sale of Express Newspapers as a breaking story. But still no confirmation.
My mobile beeped at 2pm, while I was at the Savoy for the Spectator's Parliamentarian of the Year awards. It was my office: the papers had been sold. Northern & Shell called an afternoon press conference. Boycott was summoned to see Hollick. For the first and only time, he explained to her why the papers had to go - terribly difficult, sorry and all that, hands tied ... They said their farewells. Soon afterwards Desmond arrived to say hello.