Location: Council Chamber,"Le Bunker"(Level 4), Ivry-sur-Seine.
Date: 3 March 1997.
Point of view: Édouard Renault-Tessier, Lazare Bonaparte and Henri Dufresne.
The month of March 1997 did not open under the fanfares of a press conference, but in the warm and air-conditioned silence of the fourth basement of Ivry-sur-Seine.
Standing in front of the large backlit screen of the finance room, Édouard Renault-Tessier adjusted his scales with a dry gesture. The former business banker from Lazard and the City, whom all of Volta's staff nicknamed with respect mixed with fear"the man who says no", viewed the consolidated closure of the 1996 financial year as a surgeon examines a chest X-ray.
Sitting on the other side of the depolished glass table, Lazare was walking through the large book of paper cash bound from black canvas, a wooden pencil between his fingers, while Karim Belkacem finished drinking an espresso in silence.
"From the outside, the cathedral is shining, Édouard began with his voice chiseled with great clerk. INSEE and the Ministry of Economy have just stopped national accounts: thanks to the locomotive of our ecosystem, the foundries in Strasbourg and the Silicon Seine, French growth reached six decimal one percent last year, bringing France's gross domestic product to one thousand seven hundred and twenty billion euros.
Our gross operating revenues on the VESLA 2100 and 2300 range, SONG graphics licenses billed to Sony and interbank cryptographic royalties exceeded all Frankfurt and Wall Street forecasts."
Karim looked for a happy smile.
"So why are you headed by a bankruptcy trustee who comes to announce the seizure of the furniture, Édouard?"
The Chief Financial Officer is not smiling. He moved the slide to the table of sovereign commitments and available cash flows. The green of the operating margins gave way to austere amortization columns.
"Because journalists only read the result account, Karim, while the survival of an empire is in the bottom line,"replied Édouard. And our bottom line carries the weight of a geopolitical war that we financed rubies on the nail."
Édouard's laser pointer surrounded two symmetrical masses of thirty-five billion euros each.
"Remember last year's equation,"he continued with clinical precision. To remove South Korea and the Samsung conglomerate from the predatory claws of the US IMF, Volta S.A. replaced international lenders.
Today we hold a Korean sovereign and industrial debt of thirty-five billion euros, 15 billion disbursed in the first rescue plan in May 1996, followed by an extension of twenty billion in November to permanently lock Seoul's memory and screen lines."
"A debt secured by Asia's most strategic industrial assets,"recalled Lazare gently without raising his eyes on his sheet."
"Certes, invite Édouard. But in order to mobilise these thirty-five billions without diluting a single share of your capital, we have contracted a syndicated loan of thirty-five billion euros over thirty years from the consortium of Japanese keiretsus and the Bank of Japan, at a preferential rate of two decimal one percent.
Even at two decimal one per cent, the only annual service of interest and initial amortization punctuates more than one billion seven hundred million euros of pure liquidity on our free cash.
If we add the EUR 2 billion four hundred million we're disbursing this quarter to complete our last two data hosting sanctuaries, the Giga Web Center in Hokkaido in northern Japan and the Giga Web Center in the Canadian border, our immediate cash flow is close to reach."
Édouard placed his remote on the frosted glass and planted his gaze in Lazare's.
"In short: we are immensely rich in assets, factories and state debt, but we are temporarily illiquid in free cash. Until the revenues of the next material cycle have restored our reserves by the summer, I oppose my formal veto against any new price war or unfunded external growth operation."
Lazare put his pencil and smiled at his financial director with this calm calm which, since the beginning of the year, was astonishing his lieutenants.
"You won't have to fight me today, Édouard. I approve of the complete freezing of external acquisitions, with the exception of the envelope already sank in Cambridge. The horizontal conquest phase is closed; we enter the time of digestion and architectural renewal."
Before Édouard could answer, the internal phone placed near the flashing console. Commander Vauquelin's calm voice rose from the speaker:
"Mr. Henri Dufresne's vehicle has just crossed the first outside airlock ten minutes ahead. He asks if you can receive him before his return train to Dunkirk."
Édouard and Lazare exchanged a long look. Karim, flirting with family diplomacy, immediately picked up his technical files and grimmed.
"I leave you between the people of the North,"said Karim, heading towards the door. I have a threads scheduler waiting for me in Meudon, and it's much less twisted than your uncle."
Three minutes later, the heavy acoustic door opened onto Henri Charles Dufresne's high silhouette.
At fifty-eight years old, Madeleine Bonaparte's older brother wore beautiful. Dressed with an overcoat in blue cashmere night on a three-piece costume cut in Lille, the silver hair carefully carried back, the CEO of Dufresne Industries released the cossue insurance of the great employers dynasties of Flanders.
Ten years earlier, when his nephew Lazare was still only a twenty-year-old prodigy who had just brought back two orphan twins from Vietnam, Henri had had the flair, half out of clan solidarity for his sister Madeleine, half out of industrial instinct.
To take to the cradle a minority participation that now oscillated between three and five percent of Volta S.A. while reconverting its old textile spinning from the north to the metallurgy of high purity aluminum and composite materials.
But Lazare knew perfectly why his uncle was going down to Ivry in early March. Since Auguste was wounded in January and forced to retire early outside the active defence networks, the old lion who implicitly held his brother-in-law's ambitions in respect no longer sat in the ministries.
"My dear Lazare! exclaimed Henri with his warm and sounding voice by opening his arms, before shaking Édouard's hand with the courtesy of a peer. Still buried 20 meters underground while all of Paris is talking about the six percent growth you just offered the country! Madeleine made me promise last night on the phone that you were at least taking lunch."
"My mother is always wrongly worried, my uncle,"smiled Lazare, naming her a leather chair and serving her himself a cup of coffee. And since Aliénor has been watching my schedules on Assas Street, I've been sleeping more than you in Dunkirk. How are Grande-Synthe rolling mills?"
Henri settled comfortably, crossed his legs and pulled out of his leather towel a thick backrest connected to the arms of Dufresne Industries.
"They're running at full speed, Lazare, but that's exactly what brings me,"said the industrialist, taking a serious, almost paternal tone. We have just invested €80 million in two new anodisation and digital milling lines to meet the demented specifications your little Linh sends us from Meudon.
And while I invest in the North, I read in the confidential notes of the Banque de France that Volta carries thirty-five billion euros of Japanese debt against thirty-five billion Korean exposure."
Henri placed his two hands on the table and leaned to his nephew.
"Auguste is now retired, Lazare, and God knows that his wound iced us all in Christmas and January. He is no longer in the corridors of the Defense to buffer between you and the political appetites of Paris.
At the age of 30, you cannot carry an empire of this size on your shoulders alone without an expanded board of directors where your industrial family weighs with all its weight.
Today I propose that you bring in kind thirty percent of Dufresne's capital to the Volta S.A. holding company, in exchange for a one point five percent equity stake in Volta and a permanent seat with voting rights on the Ivry Strategic Council."
In the dull silence of Level 4, the offer remained suspended. It was not a hostile attack, Henri Dufresne sincerely loved his sister and admired his nephew, but it was the classic maneuver of an industrial baron that saw a door open to the saint of saints.
Without Lazare having to raise his finger, Édouard Renault-Tessier opened his own sub-hand with a chilly calm.
"Your proposal bears witness to a laudable family attachment, Mr Dufresne,"replied the financial director in a silversmith's voice. But both statutory and accounting, there are two absolute impossibility.
The first is the golden rule engraved in Article 4 of our Shareholders' Agreement: the capital of Volta S.A. is completely locked between Mr. Lazare Bonaparte's seventy percent, Mr. Belkacem's ten percent, the State's ten percent and the employees' ten percent, with zero shares open to third parties.
The second is prudential: our sovereignty agreements with the state and with the Tokyo banking union formally prohibit the presence on the supervisory board of a direct industrial supplier, in order to avoid any conflict of interest in tendering components."
Henri frowned his eyebrows, the complexion slightly pink under his silver hair.
"Come on, Mr Renault-Tessier, I am not a subcontractor! I'm the uncle of the founder, and my Dunkirk foundries have clothed all your machines for six years!"
"And it is precisely thanks to those exclusive orders, my uncle," replied Lazare with a disarming gentleness and a teasing smile, "that the value of Dufresne Industries has tripled and already made you the richest man on the Opal Coast without spending a single sleepless night in front of a compiler."
Lazare stood up, surrounded the table and came to sit on the edge of the frosted glass, close to his uncle, laying a loving but firm hand on his shoulder.
"Listen to me, Henri,"he said in the tone of family confidence.
If I bring you into the Level 4 strategic council, not only will Édouard drive you crazy with his yen coverage ratios, but you will fall under the regime of full defence secrecy: you will no longer be able to manage your own factories freely.
You will no longer be able to sell a share of your foundries to a partner without the approval of the ministry, and the DGSE will peel the least of your lunches in Brussels.
Is that really what you want at fifty-eight?"
Henri blinked, countered by the security argument.
"What you really want, my uncle,"continued Lazare with lucid warmth,"is that Dufresne Industries becomes the undisputed European champion of high-tech alloys, and that your Dunkirk rolling mills have ten years of guaranteed visibility.
So here's what we're going to do: you keep 100 percent of Dufresne Metallurgy's independence, I keep one hundred percent of Volta's statutory capital lock, and I'm signing this morning with you a five-year exclusive master contract, worth one billion two hundred million euros, for the supply of all the high-purity aluminium monobloc chassis of our future Volta ARC stations and our next laptops."
The calculation in Henri Dufresne's head did not last four seconds. One billion two hundred million euros of firm order books for its factories in the North, without losing control of its own house and without putting the secret services on the back.
The industrial dunkerquois let a long sigh escape, and then burst with a loud laugh shaking his head.
"You're even harder on business than your father, Lazare, but at least you know how to sleep the pill! Go to the five-year framework contract. Madeleine will be delighted to know that the aluminum of our future machines will come out of her older brother's foundries."
When the pneumatic door closed ten minutes later on a Henri Dufresne filled and carefully kept off the board of directors, Édouard wiped his glasses with a fine smile.
"One billion two hundred million spread over five operating years, imputed on the material cost of future ranges, murmured the financier. You have just bought the peace of Flanders without paying a euro of immediate cash."
"My mother loves her brother, Édouard,"replied Lazare, simply by reopening her file. And a satisfied ally in his factories is always better than a frustrated parent in a council room."
Forty-eight hours after Ivry-sur-Seine was in camera, under the crystal chandeliers of the Laeken castle in Brussels, a whole new family negotiation had reached its historic end.
In the previous three weeks, Jacques Chirac had looked at the same macroeconomic curves as Édouard Renault-Tessier, but with the centuries-old haunting of a head of state who knew by heart the bloody history of the continent.
Six decimal one per cent of French growth compared to three decimal one per cent in Germany; 300 Leclerc tanks and Rafale squadrons pacifying the Balkans in seventy-five days under the eye of French satellites; Paris sucking the capital of London and Tokyo.
In the secret of his Elysee's office, Chirac had named this peril the"Waterloo Syndrome".
Every time for four centuries a European capital, Philip II's Madrid, Louis XIV's Versailles, Napoleon's Paris or William II's Berlin, had accumulated too overwhelming superiority over its neighbours, the fear of hegemony had ended up welding the rest of the continent against it, with the complicity of London or Washington.
To prevent reunited Germany from finally becoming afraid of the French superpower and the technological leviathan of Ivry, there was only one parade: dissolving the appearance of the national monopoly in an irreversible federal architecture.
On 15 February, in Aachen, in the former capital of Charlemagne, Jacques Chirac had shot down his cards in front of Helmut Kohl.
He had offered the German Chancellor what no President of the Fifth Republic had ever dared to propose: the creation of a High Council for Security and Technology in Europe governed by the two Franco-German keys, sharing political control over the single currency, continental defence and critical digital infrastructures.
In return, Germany and its partners undertook by constitutional treaty to permanently close their administrations, armies and banking networks to extra-European technologies.
On the morning of 5 March 1997, around Laeken's large oval table, the Heads of State and Government of France, Germany, Italy, Spain, Belgium, the Netherlands and Luxembourg initialled the birth certificate of the European Federation.
Romano Prodi, the President of the Italian Council, last read articles 12 and 14 of the Pact of European Sovereignty before raising his eyes to Chirac and Kohl.
"Let us be lucid among ourselves, gentlemen,"Prodi said mid-voiced in the dull silence of the royal salon. Article 12 imposes on all our administrations, central banks and armed forces the exclusive use of European sovereign physical architectures and certified encryption protocols on the continent.
As for Article 14, it triggers an automatic and mutually supportive customs response from the whole European market if Washington tries to sanction only one of us. We are not just signing a federal constitution: we are greasing Volta S.A.'s monopoly in the marble of European public law."
To the right of Chirac, Helmut Kohl put his wide flat hands on the red maroquin of the treaty. The old Rhine Chancellor weighed every word of this Faustian compromise.
"We gratify our survival, Romano,"Kohl replied with his heavy baritone voice. For fifty years, our countries have lived under the American military umbrella and under the law of the dollar.
But in 1992, Washington did not hesitate to spy on the Bundesbank and shoot in the streets of Paris to defend its California monopolies. And this winter, when the Balkans burned at our gates, America turned away as our soldiers and satellites imposed peace in two and a half months."
Kohl identified the gold pen placed in front of the Italian leader.
"Without this treaty, Mr. Bonaparte's business would remain a purely French anomaly that would eventually unbalance our continent. With this treaty, its silicon becomes the common good and constitutional shield of three hundred and fifty million Europeans, under the joint control of our capitals."
Jacques Chirac slightly inclined his head, the grave and imperial mask, savouring in silence the elegance of the velvet trap he had just closed. By agreeing to share symbolically the key to the cockpit with Berlin, Rome and Madrid, France had just locked the entire continent in its own industrial matrix for the next century.
At eleven forty-five, the seven pens slipped one after the other on the Laeken parchment.
Outside, under the gray sky of the Brabant, the golden-starred blue flags slammed in the winter wind. Without an endless referendum, without permission in London or Washington, the old merchant Europe had just died to give way to a continental federation with a single currency, a victorious army and a sovereign silicon heart.