Viva to Merge With Volaris

Cleary Gottlieb is representing Grupo Viva Aerobus, S.A. de C.V. (Viva) in its merger with Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (Volaris) to create a new Mexican airline group under a holding company structure.

The transaction signed and was announced on December 18, 2025.

Under the terms of the agreement, Viva and Volaris shareholders have agreed to combine their holding companies through a merger of equals. Upon closing, subject to conditions and regulatory approvals in Mexico and other jurisdictions where Volaris and Viva operate, Viva shareholders are expected to receive newly issued shares of the combined company, and Volaris shareholders are expected to continue to hold their shares, with each shareholder group owning 50% of the combined Mexican airline group on a fully diluted basis.

Following closing, the two carriers would retain their current operations under their independent operating certificates and unique brands, preserving existing options for passengers while broadening access to point-to-point travel solutions.

With enhanced economies of scale through the new airline group, Volaris and Viva are expected to benefit from lowered fleet ownership costs, improved access to capital, and a strengthened financial position. This is expected to enable both carriers to expand their offering of low-cost, high-value service that makes air travel more accessible to a broader set of customers, with the goal of improving market reach and encouraging demand.

Viva is a Mexican ultra-low-cost airline that provides air transport services across Mexico, the U.S., and other Latin American countries. Founded in 2006, Viva operates one of the youngest aircraft fleets in America.

Volaris is an ultra-low-cost carrier, with around 500 daily flight segments on routes that connect 44 cities in Mexico and 29 cities in the U.S., Central, and South America, with one of the youngest fleets in Mexico.

The Cleary team includes partners Chantal Kordula and Jorge Juantorena, associates Kiki Manzur and Juan Ignacio Leguizamo, international lawyer Maria Jose Canseco Melin, and law clerk Amanda Pareja Villegas. Partners Brian Byrne and Puja Patel and associates Benjamin Stievater and Noa Gur-Arie are advising on antitrust matters. Partners Swift Edgar and Meyer Fedida and associates Adriana De Bartolo and Samuel Kramer are advising on tax matters. Partner Michael Albano and associate Gretchen Dougherty are advising on executive compensation and ERISA matters. Partner Chase Kaniecki and associates Ana Carolina Maloney and B.J. Altvater are advising on CFIUS matters. Partner Marcela Robledo and associate Lara Castellino are advising on intellectual property matters. Associate Eric Hazoury is advising on regulatory matters.