Study on Merger Movement -- The Concentration and Merger of the Industrial Capitals through the Financial Transaction

本文旨在分析20世纪60年代的企业集团合并（第三次浪潮）和70年代中期以来的巨型合并（第四次浪潮）的当代特征。本文采用历史比较的方法，将1895 - 1905年的并购与今天的并购进行了比较（第一波）和20世纪20年代后半期前两次并购浪潮的产业方面表现为同一产业部门的集中和（或）吸收下游企业的兼并，根据国内和国际市场的扩大，生产一些相关成品的物流企业。在这些并购的融资方面，普遍存在着“公司资本化”--公司预期收益的资本化--和发行股票的“注水”。在研究当今的并购时，我们采用了历史和比较的方法。我们的目标是美国和德国。20世纪60年代美国的企业集团合并，我们可以得出结论，是在不相关的工业部门的公司之间产生的。相反，大规模合并发生在相同和相关的部门。就融资过程而言，两波浪潮形成鲜明对比。传统的并购融资方式是“股权置换”，这为企业节省资金提供了可能。相反，在20世纪70年代中期以来新出现的特大型企业合并中，“现金收购”成为敌意收购的主要方式。本文分析了两次并购浪潮背后的宏观经济形势：1974年后经济增长和货币市场紧缩状态转变为证券市场的停滞和萧条状态;近十年来金融创新，特别是证券化的发展。

In this study we have the aim to make an analysis on the contemporary features of the conglomerate mergers during the 1960s (the 3rd wave) and the megamergers which have been caused since the mid-1970s (the 4th wave). We have adopted the method to compare historically the today's mergers and aquisitions (M & A) with those which were brought about in the periods of 1895 - 1905 (the 1st wave) and in the later half of the 1920s (the 2nd wave).The industrial aspect of the preceeding two waves of mergers were of the concentrations among the same industrial sections and (or) the absorption of down-stream businesses which produced some related finished products, in accordance with the expansion of markets, domestic and international. In the financing aspect of these mergers was prevalent "the capitalization of the corporate" -- the capitalization of the expected return of a corporate -- and "the watering" of the shares issued.In studying the today's M & A, we have made use of the historical and comparative method. Our target was the United States and Germany. The conglomerate mergers of 1960s in the U.S., we could conclude, were brought about between corporates of unrelated industrial sections. On the contrary, the megamergers have occurred in the same and related sections. Regarding the financing process, there was a stark contrast between the two waves. The traditional way of financing merger was "the equity-swapping" which made the cash-saving possible. The conglomerate mergers have followed suit.On the contrary,in the newly-occurred megamergers since the mid-1970s, "the cash tender" has been the overwhelming way of the hostile TOB. We have analysed the macro-economic situation underlying the two merger waves: the change from the economic growth and the tight money market condition into the stagnation and the depressed state of securities market after 1974; the financial innovations, especially the securitization undergoing in this decade.