Aena SME (AENA) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of 100% of the Rio Galeão Airport concessionaire consolidates a leading position in Brazil, making the acquirer the top airport operator by number of airports and passengers, with a 28% share of national air traffic.

• The asset is a high-capacity international hub with strong growth potential and significant cargo activity, complementing the existing network of 17 airports.

• Enables operational control, full accounting consolidation, and leverages experience and technical capabilities to generate operational and financial efficiencies.

• The transaction aligns with the strategic plan to boost international asset contribution to consolidated EBITDA.

Financial terms and conditions

• 100% of Rio Galeão Airport concessionaire acquired for R$2.9 billion (approx. €483 million), with about 40% paid in cash and the remainder financed via local, non-recourse debt.

• The concession runs until May 2039; the company acquired is debt-free.

• Payment subject to adjustments for inflation and cash variation at closing.

• The asset reported an EBITDA of nearly BRL 500 million in 2024 with a 48% margin.

• No impact expected on future CapEx plans or dividend policy.

Synergies and expected cost savings

• Integration with the existing organization is expected to create synergies and efficiencies, with best practices from Spain and Brazil to be implemented.

• Expected cash flow from Galeão is complementary to other Brazilian assets, with no mandatory CapEx required.