GAP in $2.2 Billion Business Combination to Internalize Technical Services and Integrate CBX

Cleary Gottlieb is advising Grupo Aeroportuario del Pacífico S.A.B. de C.V. (GAP), which operates 12 airports across Mexico’s Pacific region, including the major cities of Guadalajara and Tijuana, the tourist destinations of Puerto Vallarta, Los Cabos, La Paz, and Manzanillo, and six other mid-sized cities, on its proposed $2.2 billion business combination to internalize the technical assistance and technology transfer services historically provided by its strategic partner and to integrate Cross Border Xpress (CBX), the landside terminal in San Diego connected to Tijuana International Airport via a pedestrian bridge that enables a fast, convenient, and secure border crossing.

The transaction, which is expected to be submitted for shareholder approval in December 2025, is a central component of GAP’s “GAP 2.0” strategic initiative. Through a series of mergers and related transactions in Mexico and the United States, GAP would consolidate several affiliated entities and obtain full ownership of CBX, which has become a key driver of passenger traffic at the Tijuana International Airport and an important cross-border connector between Mexico and the United States.

This transaction represents an important step for GAP. Internalizing the technical assistance and technology transfer services will support the continuity of functions that have been essential to the operation and development of GAP’s airports, while bringing these capabilities directly into the company as it enters its next phase of growth. The integration of CBX further strengthens GAP’s platform by incorporating a unique, dollar-denominated cross-border terminal that has become a key driver of passenger traffic at the Tijuana International Airport and a strategic connector between Mexico and the United States.

Cleary is acting as U.S. counsel to GAP across all U.S.-related aspects of the transaction, including corporate structuring, securities and corporate governance matters, cross-border regulatory considerations, and preparation of disclosure materials filed with the SEC and Mexico’s CNBV. The transaction required regulatory approvals, including clearance from the Committee on Foreign Investment in the United States (CFIUS) and under the U.S. Hart-Scott-Rodino Antitrust Improvements Act (HSR).

The Cleary team includes partners Jorge Juantorena and Kyle Harris, and associate Isabella Dominguez, with assistance from law clerk José Juan Vázquez Orendain and international lawyer Nicolás Marván. Partner Chase Kaniecki and associates B.J. Altvater and Alexi Stocker advised on CFIUS matters. Counsel Steven Kaiser and associate Eun Joo Hwang advised on HSR matters.