Merger with Central
The merger in 1991 with Banco Central was the culmination of a merger process whose first attempt dated back to the sixties.[13] The first project was carried out by Ignacio Villalonga and Antonio Basagoiti in the mid-sixties. When the operation was practically closed, the Minister of Finance, Juan José Espinosa San Martín, and his undersecretary, Luis Valero Bermejo, thought that the new bank would acquire too much power and denied the requested tax benefits. The merger became so expensive that Villalonga abandoned the idea. With Luis de Usera at the helm of BHA and Alfonso Escámez of BC, a new attempt was made, which also failed. The proposed share exchange did not satisfy Usera after evaluating the balance sheets. The third attempt was made in 1989, with Claudio Boada as president, but the outcome of the negotiations did not allow any agreement to be reached.
An agreement was finally reached in 1991. Talks between the presidents of the institutions led to the drafting of a document of intentions, signed on May 14 and approved the same day by the boards of directors of both banks. The document listed twelve points by which the merger was to materialize. These included the complementarity between the banks, the share exchange whereby BHA shareholders would receive five BC shares for every six BHA shares, and the composition of the board of directors of the new entity.[14]
On October 30, 1991, the shareholders of BC and BHA banks voted on the bank merger. Due to the conditions under which the process was carried out, the merger was really an absorption of BHA by BC.[15] On November 1, the Bank of Spain issued a favorable report on the operation. Likewise, the Directorate General of Taxes sent all the documentation presented to formalize the operation to the Government's Delegate Commission for Economic Affairs, which was responsible for giving the final approval before it was approved by the Council of Ministers.[16] On January 1, 1992, the capital increase of the Central Bank, amounting to 34,069 million pesetas, planned for the formal absorption of Hispano, was officially registered with the CNMV (National Securities Market Commission). On December 30 of the previous year, after the last signing of the merger, Hispano had ceased to be listed on the Stock Exchange, giving way to the new shares of Banco Central Hispanoamericano which, once its capital had been increased, began to contract normally.[17]
