雖然「二次金改」的議題，市場沸沸揚揚討論，但依政府表示，A銀行的特別股私募案堪稱二次金改的「成功典範」，未來亦將牽動金控集團的倂購動向。A銀化在二次金改的推動中，A銀行首當其衝，被鎖定為第(2）項目標:94年底前官股金融機構數目至少減為6家中被減的一家。其中財政部扮演了重要的穿針引線的角色-催化並促成ㄧ家以消費金融起家的B金控高價倂購A銀行，得標金額比底價多一百多億元，到底特別股價格的合理性如何，以及特別股的特色、私募案的影響與背後意義，均為本文核心議題。 到底B金控認購特別股的價格高與否，或許現在言之過早。不過B金控開啟了「既入主A銀行，錢留在A銀行等於自己的錢」的不同思維，這種謀略不再是一般金錢數字的設算，才有了這次金融史上僅見的併購案。不僅B金控的原始大股東未花一分錢，且因B金控以融資方式認購A銀行，在未來三年中每年只花6.58億元，即可擁有1.28兆資產之百年大行庫A銀行。之後，B金控又與美、日兩大外資策略聯盟，引進資金，改善財務結構，對B金控而言，無疑是「一大成功的認購策略」。 本文將循序分析B金控異於一般投資者的逆向併購邏輯及過程，並由A銀行私募特別股對B金控的影響與背後意義來佐證「一大成功的認購策略」之論點。 / The “Second Financial Reform” has remained a hotly debated issue in the market. According to the government, however, the private placement of the preferred shares of A Bank is considered to be a “successful example” of the reform. The ill-performing A Bank, troubled by bad loans in recent years, became a second high priority target for the Second Financial Reform. It was among of the at least six government-controlled financial institutes to be reduced to by the end of 2005. The Ministry of Finance (MOF) has played a guiding role, catalyzing B, a holding company based on consumption financing, to acquire A Bank with a bid which was 10 billion higher than the base price. The core issues of this essay include the reasonableness of the base price of preferred shares, the features of preferred shares and the impacts and implications of private placement. It might be too early to say whether the price of preferred shares acquired by B Holding Company is high. However, the company started a different way of thinking by treating the funds it put into the acquired bank as its own”. The acquisition, one of the few in history, would not have materialized without a strategy as distinguished from the regular money counting ideas. Not only the did acquisition of A Bank by B Holding Company through financing cost its original shareholders nothing, it also allowed the company to have the 1.28 –trillion-worth bank by spending only 658million per annum for the next three years. The holding company later formed a strategic alliance with the financial institutes in the U.S. and Japan for supply of funds to improve its financial structure, which was undoubtedly a “very successful acquisition strategy” for the company. This essay conducts a step-by-step analysis of the company’s logic and process of the acquisition as contrary to the general investment mindset and supports the viewpoint of “very successful acquisition strategy” by discussing the impacts and implications of private placement of preferred shares by B Holding Company on A Bank.