Volaris (VOLARA) M&A Announcement summary

Deal rationale and strategic fit

• The merger forms a new Mexican airline group to accelerate air travel growth, democratize access, and expand connectivity in Mexico, Latin America, and internationally, leveraging economies of scale and a holding company structure.

• Both carriers will retain independent brands and operations, maintaining passenger choice and benefiting from a unified vision, shared resources, and stronger financial foundation.

• The group targets under-penetrated markets, supporting economic development, job creation, and regional mobility, especially in underserved regions.

• The transaction is positioned to deliver significant benefits to employees, passengers, shareholders, and communities by expanding customer choice and improving service standards.

• Shared ultra-low-cost and point-to-point network strategies will be maintained to deepen passenger loyalty and stimulate demand.

Financial terms and conditions

• Shareholders of both companies will merge their holding companies in a merger of equals, each group owning 50% of the new entity on a fully diluted basis.

• Viva shareholders will receive newly issued shares, and the new holding company will be publicly listed under a new ticker as Grupo Más Vuelos, S.A.B. de C.V., on the NYSE and BMV.

• The board will have equal representation from both companies, chaired by Viva's current chairman.

• As of 3Q'25, the combined group reported revenues of $5.36 billion and a total fleet of 251 Airbus A320 Family aircraft.

• Pro forma leverage is 2.7x EV/EBITDA, with a combined net debt profile and improved access to capital.

Synergies and expected cost savings

• Significant economies of scale expected from compatibility in fleets, technology, reservation systems, and suppliers, enabling joint procurement and streamlined maintenance.

• Major cost savings anticipated in aircraft ownership, procurement, and capital allocation, targeting lower ownership costs and improved credit metrics.

• The combined group will have the lowest CASM ex-Fuel among carriers in the Americas, supporting sustained low fares.

• Enhanced balance sheet and liquidity will facilitate access to lower-cost funding and more favorable lease terms.

• High compatibility across fleet, infrastructure, and suppliers will drive substantial synergies and scale efficiencies.