Volaris and Viva announce the creation of a new Mexican airline group

Controladora Vuela Compañía de Aviación, SAB de CV (NYSE: VLRS and BMV: VOLAR) ("Volaris" or "the Company") and Grupo Viva Aerobus, SA de CV ("Viva") announced today that they have reached an agreement to form a Mexican airline group ("the airline group") under a holding company structure, with the goal of increasing low-cost air travel and connectivity in Mexico and abroad.

The two airlines will maintain their current operations under their separate operating certificates and distinct brands, preserving existing route options for passengers, while further expanding point-to-point travel options.

This transaction is expected to generate significant benefits for employees, passengers, society at large, suppliers, and shareholders of both Volaris and Viva. Simultaneously, the new group will boost investment, employment, air connectivity, tourism, and economic development throughout Mexico.

With greater economies of scale through this new airline group, Volaris and Viva will benefit from lower fleet ownership costs, better access to capital, and a stronger financial position. This will allow both airlines to expand their offering of high-quality, low-cost services, making air travel more accessible to a wider range of passengers, with the aim of expanding their market reach and stimulating demand.

“We believe that the formation of this new airline group will allow us to boost aviation growth in Mexico, in line with the low-cost, point-to-point flight model that has revolutionized our industry over the past two decades,” said Enrique Beltranena, President and CEO of Volaris. “Economies of scale and expanded distribution capacity will allow us to compete even more effectively in domestic and international markets by reducing fleet ownership costs. This will enable us to offer low-cost flights to even more passengers while pursuing sustainable growth, leveraging a more efficient fleet, and reducing costs.”

“The intention is that this transaction will allow both Viva and Volaris to offer low fares and more point-to-point flights to even more cities throughout Mexico and abroad, benefiting not only passengers but also local economies and communities,” said Juan Carlos Zuazua, CEO of Viva. “Both airlines, which share a similar low-cost DNA and mindset, have always believed in the importance of making travel accessible to everyone. Our passengers choose Viva and Volaris for their direct point-to-point flights, reliable customer service, and low prices, so maintaining our ultra-low-cost strategy is essential not only to sustain growth but also to deepen passenger loyalty. Together, we will continue to offer more low-cost flights for our passengers.”

Expected Substantial Benefits for All

For the Mexican Aviation Industry

It makes the ultra-low-cost model accessible to more passengers. Mexico's aviation sector can redefine itself as a catalyst for national prosperity and continue to drive the democratization of aviation.

It generates economies of scale to achieve a more solid foundation for growth. Recent supply chain disruptions and issues with equipment and engine manufacturers have had a disproportionate impact on the operating costs of ultra-low-cost and smaller airlines. As part of the airline group, Volaris and Viva will achieve economies of scale to ensure sustainable growth, fleet optimization, and reduced fleet ownership costs.

It preserves and strengthens two well-known Mexican brands. It enables both Volaris and Viva to become more resilient and competitive organizations, capable of thriving in new regional markets while maintaining their ultra-low-cost DNA to stimulate demand.

For Our Passengers

It maintains existing options for passengers. Both Volaris and Viva will maintain their current operations under independent air operator certificates and their respective concession titles, preserving existing route offerings for passengers, while expanding their distribution capabilities and exploring collaboration on benefits such as their frequent flyer programs: Doters and Altitude.

It creates new domestic travel options and expands access. The formation of the airline group will broaden access to low-cost air travel and provide passengers with more convenient alternatives through more point-to-point travel solutions, with new operating bases in cities and improved connectivity through potential codeshare agreements between the two airlines.

Improved international connectivity. Volaris and Viva will expand their reach and continue offering low fares and high-quality service to communities abroad and tourists visiting Mexico, in addition to providing passengers with greater options through global codeshare partnerships and distribution systems.

For Our Employees

This improves job security for Volaris and Viva employees. Both Volaris and Viva will maintain their operator certifications, and employees' daily work will continue as normal, protecting their jobs.

It creates new local jobs. For each new aircraft put into service, typically between 55 and 60 direct jobs are created, and an estimated four times as many indirect jobs are generated in adjacent sectors, while new operating bases open up potential relocation opportunities for current employees and new job offers for future employees.

It creates new opportunities and professional development for Volaris and Viva employees. The new airline group will be well-positioned to invest in its fleet, technology, infrastructure, training centers, maintenance facilities, and equipment, resulting in a growth of well-paying job opportunities.

For Our Communities

Transforming economies across Mexico. Volaris and Viva will be able to significantly increase operations in the Mexico City metropolitan area, including at Felipe Ángeles International Airport, as well as open new operational bases nationwide, boosting regional development and connectivity by replicating the success achieved in current operational bases such as Monterrey, Guadalajara, Cancún, the Mexico City metropolitan area, and Tijuana.

It also supports other related industries. Tourism, travel to visit friends and family, and business travel will benefit significantly from this new airline group, strengthening the hospitality, retail, and tourism sectors, which are drivers of national growth.

It improves connectivity and expands access. The new airline group's low-cost flight model will play an important role in connecting communities in Latin America, the US, and Canada, expanding its reach in dynamic markets.

For Our Shareholders

It reduces aircraft ownership costs through a stronger financial profile. The new airline group expects to have optimized unit costs with low leverage and better access to lower-cost capital.

It provides better opportunities for growth. With lower fleet costs, both Viva and Volaris will continue to pursue sustainable growth, always driven by customer demand.

It creates significant value for shareholders. Volaris and Viva operate with a high degree of compatibility in fleet, airport infrastructure, technology, reservation systems, suppliers, and technical capabilities, generating substantial potential for synergies.

Transaction Details

Volaris and Viva have entered into an agreement to create a new Mexican airline group. Under the terms of the agreement, the shareholders of Viva and Volaris will combine their holding companies through a merger of equals. Upon closing, Viva shareholders will receive newly issued shares from Volaris's holding company, and Volaris shareholders will retain their existing shares. Each shareholder group will own 50% of the Mexican airline group on a fully diluted basis.

The Boards of Directors of Volaris and Viva unanimously approved the transaction, which is subject to regulatory approvals, customary closing conditions, and approval by Volaris and Viva shareholders. The transaction is expected to close in 2026. Shares of the holding company will continue to be publicly traded on the Mexican Stock Exchange (BMV) and the New York Stock Exchange (NYSE).

Leadership and Governance

Both Volaris and Viva will continue to operate as separate entities, with their current leadership structures. Upon closing, the holding company will be overseen by a Board of Directors composed of members from both Volaris and Viva. The new airline group will be chaired by Roberto Alcántara Rojas, the current Chairman of the Board of Viva.

Advisors

Morgan Stanley & Co. LLC is acting as financial advisor to Volaris, and Latham & Watkins LLP and Mijares, Angoitia, Cortés y Fuentes, SC are acting as legal advisors to Volaris. FTI Consulting is acting as strategic communications advisor to Volaris. Alfaro, Dávila & Scherer and UBS Investment Bank are acting as financial advisors to Viva, and Cleary Gottlieb Steen & Hamilton LLP and Ritch, Mueller y Nicolau, SC are acting as legal advisors to Viva.

Conference Call Information

Volaris and Viva will host a joint investor conference call on Friday, December 19, 2025, at 9:00 a.m. Mexico City time (10:00 a.m. EST) to discuss the announcement. A live stream of the call and a replay will be available here and on the Volaris and Viva websites.

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Source: Volaris.