NEW YORK -- They say the takeover boom is over, but if that's so, how do you explain Philip Morris Cos.' decision to buy Swiss candy maker Jacobs Suchard for $3.8 billion or ConAgra Inc.'s $1.34 billion purchase of Beatrice Co.?
Easy: The mergers and acquisitions business hasn't died, it has evolved into another stage. Dealmakers are doing a new kind of buyout, one that harks back to the days before the junk bond binge but has a few novel twists.
If you ask investment bankers about the deals they're doing these days, two words keep surfacing: strategic and global.
Philip Keevil, a managing director at S.G. Warburg & Co., the U.S. arm of the British investment firm, says it has been swamped in recent months, handling ''mostly transactions that are started by strategic acquirers.''
In a strategic deal, a company seeks to expand through acquisition of a firm in a similar or related industry. This is a far cry from the buyouts that dominated the merger wave of the 1980s because they are undertaken by companies interested in running a business, not investors looking for quick profits.
Strategic transactions also differ from the megadeals of the '80s because they do not involve the sale of the risky junk bonds that helped finance -- and in some cases, undermine -- big buyouts. The acquiring companies are putting up much more equity to finance their transactions.
So far, the biggest deals of 1990 have been strategic. When food giant ConAgra bought Beatrice, it picked up well-known labels including Swift's meats, Butterball turkeys and Wesson oil. Philip Morris, another food company, found a candy company in Jacobs Suchard that would broaden its base.
Even some recent hostile bids were strategic, including Georgia Pacific Corp.'s $5 billion purchase of rival paper producer Great Northern Nekoosa Corp., and Torchmark Inc.'s failed $6.34 billion offer for another insurance and financial services company, American General Corp.
The emphasis on strategic moves is similar to the late 1970s and early 1980s, before junk bonds came into vogue. Most of the deals done in the old days were by firms looking for opportunities to expand.
Now they want to expand not only in their own countries, but overseas. Today's market is global, and more acquisitions are what dealmakers call ''cross-border'' transactions.
Among Warburg's recent deals was Reckitt and Colman PLC's purchase of the Boyle-Midway division of American Home Products Corp. for $1.25 billion.
Reckitt and Colman, a British firm, already had bought U.S. businesses, including Durkee foods and Airwick air fresheners. The purchase of Boyle-Midway, a consumer products business, represented a further move into the U.S. market.
Now, ''every business looks at their competitive position on a worldwide basis,'' said a prominent U.S. investment banker who asked not to be identified. ''You can't be in the car industry without looking at the worldwide car industry.''
American companies are joining in. Philip Morris's purchase of Jacobs Suchard, for example, offers international expansion to a U.S. firm.
''You're seeing more American companies doing business in the U.K. and the continent,'' said John Cutts, executive director for European mergers and acquisitions with the British investment firm Samuel Montagu & Co.
At the same time, ''You can't be a global company and not be present in the States,'' Cutts said.
If this sounds like the mergers business has found renewed vigor, it hasn't. There is still plenty of evidence that in spite of so many strategic and global opportunities, the business has shrunk.
U.S. merger transactions fell 50 percent during the first half of 1990 from a year earlier, the financial research firm Securities Data Corp. said. Through June 26, there were 2,110 transactions -- including mergers, spinoffs, share repurchases and minority stake purchases -- valued at $88.2 billion, down from 2,240 deals worth $193 billion in the first six months of 1989.
There's proof beyond the numbers. In June, Bankers Trust New York Corp. said it was reducing the corporate finance staff by 10 percent, the latest financial services company to cut personnel because of the drop-off in mergers.
Several days later, one of the most prominent takeover strategists of the 1980s, the investor group Coniston Partners, said it was disbanding because of scarcity of financing and worthwhile targets. Coniston's three founding partners said they had to be realistic about the changing market for takeovers.
These events can be traced back to the collapse last fall of the junk bond market. Prices for the risky high-yield securities plunged after the $6.7 billion debt-financed takeover of Federated Department Stores Inc. began to stumble. It's tough to sell junk bonds when there are few buyers.
The change has forced investors and dealmakers to adapt.
Investment bankers who have sought cross-border deals are flourishing. Shearson Lehman Brothers Inc. is expanding its mergers staff, and so are Warburg and Samuel Montagu.
Coniston's founders said they still would seek acquisitions, but via new forms of financing. They said they're also branching out into areas they hadn't focused on, such as real estate.
Paul Tierney, one of the three Coniston partners, said he felt a little nostalgic about the end of the investor group.
But when asked about the future, he responded, ''I feel great.''
MAJOR MERGERS, FIRST HALF OF 1990
These are among the major mergers and acquisitions of the first half of 1990:
Georgia Pacific Corp.'s $5 billion takeover of rival paper manufacturer Great Northern Nekoosa Corp.
Philip Morris. Cos.' planned $3.8 billion purchase of Jacobs Suchard, the Swiss candy manufacturer.
The $1.7 billion merger between Rorer Group Inc. and Rhone-Poulenc SA's human pharmaceutical operations, forming a new firm called Rhone-Poulenc Rorer Inc.
ConAgra Inc.'s $1.34 billion acquisition of fellow food manufacturer Beatrice Co.
American International Group Inc.'s $1.3 billion buyout of International Lease Finance Corp., the biggest U.S. aircraft leaser.
Reckitt and Colman PLC's $1.25 billion purchase of the Boyle-Midway division of American Home Products Corp.
The $778 million merger between British insurance broker Willis Faber PLC and New York-based insurer Corroon & Black Corp.