Good morning, and thank you for joining us today. This is Alejandra Soto, the Head of the company. Today we will be presenting the proposed integration of the Cross Border Xpress and internalization of the Technical Assistance Agreement into Grupo Aeroportuario del Pacífico. I am joined by Raúl Revuelta, Chief Executive Officer, and Saúl Villarreal, Chief Financial Officer, who will walk us through the strategic, operational, and financial details of this initiative. Before we begin, I would like to remind everyone that today's presentation may include forward-looking statements regarding the proposed transactions, expected synergies, future performance, strategic initiatives, future operations, and other projections. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. GAP undertakes no obligation to update any forward-looking statement except as required by applicable law.
This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to purchase any securities. For additional information, please refer to the full disclaimer available in today's presentation materials, which are already posted on our website. Thank you, and I will turn the call over to Raúl for his remarks. Thank you, Raúl.
Good morning, and thank you for joining us. Today we are presenting a transaction that is a key milestone in GAP's trajectory: the simultaneous integration of Cross Border Xpress and the internalization of the Technical Assistance Agreement currently in existence. Together, these steps represent pivotal moments for GAP, accelerating growth, adding diversification to our revenue and asset portfolio, and simplifying our ownership structure. This announcement represents more than just a transaction; it is a strategic evolution to diversify and build trust through long-term vision. The transaction aims to support GAP's strategy on two fronts. First, integrating CBX with the Tijuana Airport, our second largest and fastest growing airport, provides GAP with a unique U.S. asset offer in direct exposure to California, a major U.S. market with strong cross-border travel demand.
CBX is a state-of-the-art asset with a story of attractive growth, has been an important driver for the growth of our Tijuana Airport, and brings attractive undeveloped land adjacent to both CBX and Tijuana Airport that is strategic for potential projects in the future. CBX brings U.S. denominated non-aeronautical revenues that provide diversification. CBX generates strong free cash flows and is not subject to minimal investment commitments. CBX is a unique asset and highly strategic for Tijuana Airport and could unlock significant value for GAP shareholders. The second leg of this combined transaction is the internalization of the Technical Assistance Agreement currently in existence in GAP, which also helps simplify GAP ownership structure. GAP will provide technical assistance services directly to its airports, delivering expected pre-tax annual savings equivalent to approximately 5% of the Mexican airport EBITDA, around $15.8 million in the last 12 months.
These transactions will be accomplished by a simultaneous merger of five intermediate holding entities into GAP, simplifying its ownership structure. Since some of GAP's strategic shareholders are existing shareholders of CBX and the other entities being merged, it is important to mention that they will receive 100% of their consideration for the transaction in addition to GAP Series B shares, increasing their ownership and demonstrating a strong support and confidence in GAP's long-term business plan. Breaking down the transaction into the key components. GAP obtains 100% ownership of CBX, including existing U.S. infrastructure and its adjacent undeveloped land, 75% through the merger and 25% through the ancillary cash transaction. Internalization of the Technical Assistance Agreement. And a simplified ownership structure along with approximately $290 million in cash and $74 million in debt from the consolidation transaction.
In exchange, GAP delivers roughly 90 million newly issued Series B shares, which represents an increment of approximately 18% to GAP's current total shares outstanding for 75% of CBX and 100% of the internalization of the Technical Assistance Agreement and the cash. We will pay in cash for the remaining 25% of CBX in a separate but cross-conditional transaction. Newly issued shares received by strategic shareholders will be subject to a 365-day lock-up period. Except for two portions. One, up to 25% of their shares may be sold after 90 days, and two, an additional 25% may be sold after 180 days after the closing date.
Related with the approval process, the decision by GAP's Board of Directors to submit this proposal to our shareholders for approval is based on an initiative by GAP Management and was supported by the Audit and Corporate Practice Committee composed of independent directors, which in turn was supported by Morgan Stanley, Deloitte Mexico, Cleary Gottlieb, Steen & Hamilton, and Bufete Robles Miaja as independent external financial and legal advisors. This proposal is part of a comprehensive development, growth, and diversification plan to advance GAP to the next level. This plan seeks to benefit all of our shareholders. The substantive terms will be outlined in the information statement, which will be made available shortly once GAP's Extraordinary General Shareholders meeting is convened to support shareholders in their decision-making process. We expect to call the shareholders' meeting in the following weeks, with a meeting anticipated to take place in December.
The transaction requires approval by GAP shareholders with an affirmative vote of the majority of all shares issued and outstanding, and closing is expected following customary regulatory approvals. The transaction with relevant financial metrics that will enhance GAP's financial profile. The enterprise value to the estimated 2026 EBITDA blended multiple of the transaction will be around 12.2 x pre-synergies, and the transaction will be immediately accretive on a free cash flow per share basis. We expect mid-teens annual EBITDA growth over the next several years, estimated from strong traffic and revenue growth plus margin expansion. On top, additional cross-synergies from CBX are expected in the high single-digit millions of U.S. dollars. The integration of CBX and the merger of the intermediary entities simplifies GAP shareholder structure and adds scale. CBX is currently 75% owned by entities of our Mexican strategic shareholders.
Those shareholders plus AENA own 100% of AMP, which GAP has the current Technical Assistance Agreement. In a series of mergers, AMP and the other intermediary entities were all merged into GAP. This is achieved by issuing around 90 million additional shares. In a separate but concurrent transaction, GAP will acquire the remaining 25% of CBX from its U.S. shareholder. On a pro forma basis, using 2024 figures, the transaction will increase our EBITDA by approximately $139 million, an uplift of about 14.3%, bringing pro forma EBITDA to an estimated $1.1 billion. In short, this transaction strengthens GAP's financial profile and streamlines its shareholder structure, enhancing alignment. The post-transaction ownership structure will not include any change on the rights of the BB series according to our bylaws. Now, let's take a closer look at CBX. CBX is a U.S.-based binational terminal that covers the Mexico-U.S.
border and is physically connected to Tijuana Airport. The CBX serves the world's busiest border crossing. It allows passengers to cross the border in an estimated time of 20 minutes, compared to the waiting times of over two hours at other narrow crossings. It serves as the link between Southern California and 38 Mexican international destinations. Since its inauguration in December of 2015, CBX has served more than 20 million passengers, clear evidence of its value propositions to travelers. Looking at its revenue mix, 69% comes from ticket sales, 21% from parking, and 10% from ancillary services. All of these revenue streams are not regulated. This makes CBX a stronger driver of GAP's revenue diversification. CBX is a long-lived asset operating under a presidential permit with an indefinite term, as well as a 50-year agreement with U.S. Customs and Border Protection.
On this slide, you can see a bird's-eye view of CBX's footprint. As this image shows, CBX is much more than just a border crossing terminal. It's a fully complex and highly strategic location. It includes a parking facility, a rental car center, food and beverage options, and about 60 acres of adjacent land for future development. All of this sits at the world's busiest border crossing and is included within the perimeter of the transaction. Who uses CBX? CBX serves passengers that hold a Tijuana Airport boarding pass for a flight that arrives or departs that same day. Around 75% of CBX users come from the U.S., and the remaining 25% from Mexico. Most travelers use CBX to visit family for leisure and for business trips. To highlight its relevance, in 2024, roughly 32% of Tijuana Airport passengers used CBX. So why do customers choose CBX?
The model offers fast, price-competitive connectivity to 35 destinations in Mexico, often beating the Los Angeles and San Diego Airports on total travel time and cost to the Mexican destination. We will go into more detail about this topic on the next slide. And how does it work with Border Authority? CBX is a U.S. land border crossing operating under agreements with the U.S. Customs and Border Protection. It works closely with Mexico National Immigration Institute and U.S. CBP to staff officers based on passenger volumes. CBX reimburses U.S. CBP for the cost of officers working at the facility. Let me expand on why travelers prefer using CBX and why it has become such a popular choice for Southern California travelers related to San Diego Airport, Los Angeles Airport, and other land crossing. First, connectivity.
CBX Tijuana offers access to more than 35 destinations in Mexico, far more than the San Diego or Los Angeles Airport provides. Second, border crossing time. With CBX, travelers can cross about 20 minutes compared to hours at other crossings. Third, the all-in cost. Thanks to lower airfares and ground transportation costs, CBX Tijuana is by far the most affordable option. Fourth, ground access. CBX accesses a bridge with on-site parking and car rentals at reasonable price, while other alternatives tend to be expensive and upscale. In summary, CBX offers unmatched connectivity in Mexico, efficiency, and seamless border crossing with lower total travel costs and better ground accessibility. This advantage explains why CBX has grown traffic faster than any alternative over the last five years, with a CAGR of 7% from 2019 to 2024.
Comfortably outpacing the stalled growth or even decrease in traffic at the San Diego and Los Angeles Airport. The integration of CBX is an exciting opportunity to accretive shareholders' value. It's not just complementary. It's a transformative for GAP's platform and growth strategy. On the table below, we want to highlight how CBX brings unique attributes that will complement and enhance GAP. CBX is based in the U.S., giving GAP direct exposure to the world's largest economy and opening the door for future growth in the U.S. market. Its revenues are fully dollarized, which helps us diversify our currency flows even further. CBX revenues are completely unregulated. CBX operates under an open-ended presidential permit, so its economic life is not tied to a finite concession term.
The business is growing faster than GAP, with an impressive 18.2% revenue CAGR from 2019 to 2024 and slightly higher EBITDA margins, 66.7% versus 66.3% over the past 12 months. Moreover, CBX cash flow generations stand out with a 63.6% free cash flow margins and 95.3% free cash flow conversion rate as of last 12 months. This highlights its strong ability to generate cash and its low CapEx nature. Finally, the asset has low net leverage of 0.4 times. Giving us flexibility to optimize its capital structure with GAP. Getting into more details about the technical assistance agreement internalization and ownership structure simplification. Starting with the technical assistance agreement internalization, as a quick reminder, AMP currently provides management and consulting services to GAP until this agreement.
Accordingly, GAP is required to pay AMP 5% of GAP's Mexican Airport EBITDA, and the agreement is renewed every five years unless canceled by shareholders. With the internalization of the technical assistance agreement, GAP will absorb the technical assistance functions and provide them directly to our airports, expecting to yield substantial annual savings. The fee under the technical assistance agreement was approximately $50.8 million last 12 months. As part of the proposed transaction, GAP will streamline its corporate structure by merging five entities, creating a simpler and more efficient organization. Strategic shareholders are receiving all the transaction consideration in GAP Class B shares, the same class as the publicly traded shares, reinforcing their alignment with GAP's growth objectives and long-term value creation. As mentioned before, the shares from the strategic shareholders, including the new shares, will be subject to a lock-up period.
In the following slides, we will provide additional detail on the merits that this combined transaction brings to GAP across different fronts. CBX has a unique infrastructure asset powering Tijuana Airport's sustainable growth. A compelling value proposition for travelers. The enhancement to GAP's financial profile. Portfolio expansion and diversification. Commercial alignment and revenue growth acceleration. Actionable growth opportunities. Profitability uplift through technical assistance agreement internalization and benefits from GAP's share performance. Tijuana Airport led Mexico in passengers' growth over the last decade, posting an impressive 11.1% CAGR from 2015 to 2024, well ahead of the rest of the Mexican airports. A big part of this success has been CBX, which has stuck to the strengths of Tijuana Airport's ability to attract airline routes, capture passengers, and expand its overall share of U.S.-Mexico travelers.
To put it in this perspective, before CBX, passengers' traffic at Tijuana Airport grew at a CAGR of around 5.9% from 2010 to 2015, well below the 11.1% CAGR previously mentioned. Since opening late 2015, CBX has contributed meaningfully to Tijuana Airport traffic expansion. CBX has delivered impressive double-digit traffic growth, 14.6% CAGR from 2016 to 2024, and steadily increased its capture rate with measured CBX users as a percentage of total Tijuana Airport passengers, reaching 32% in the last 12 months as of September 2025. Even during a typical period like COVID and the global engine recall in 2023 and 2024 that heavily impacted airlines' availability seat miles, CBX has proved resilient and continued to support Tijuana Airport's growth trajectory. CBX is a clear winner for cross-border travel, offering unmatched convenience and strategic connectivity. Over 4 million passengers crossing in 2024. Access to highly affluent California population.
It connects to the fifth-largest economy in the world by itself, California. CBX catchment area, primarily Southern California and Arizona, includes the largest Mexican-American population in the U.S. Fast and hassle-free, average crossing time of just 20 minutes versus 2-3 hours at traditional checkpoints at San Ysidro and Otay borders. Additionally, CBX expands regional and international reach. Direct access to 35 destinations in Mexico, more than double LAX, and far beyond San Diego. Ground transportation leads to Northern California, Las Vegas, and Phoenix. A competitive alternative to congested and slot-limited Southern California airports. CBX also offers the lowest total cost offer for flying between Mexico and Southern California. Traveling through the CBX Tijuana alternative often results in a 50%-75% lower total cost when compared to the equivalent routes from San Diego and Los Angeles airports. This advantage comes from lower airport fees and access to Mexican low-cost carriers.
On top of that, ancillary services make CBX a convenient and affordable choice, with easy access to parking and rental cars for travelers. CBX's integrated ecosystem includes over 6,500 paid parking stalls, shuttle and rideshare options, car rentals, plus food and retail. Drives both traveler satisfaction and incremental non-aeronautical revenues. CBX attracts significant traffic from key Southern California counties, not just San Diego, but also Los Angeles, Riverside, Orange County, and San Bernardino. The map clearly demonstrates that even passengers in the vicinity of Los Angeles Airport opt for CBX, showcasing the asset convenience and relevance as a compelling alternative for American travelers. Congested Southern California airports, specifically in Los Angeles and San Diego, make CBX a viable solution. A county-by-county view underscores CBX's strong U.S.-Mexico traveler share and growth headroom beyond the immediate San Diego market.
Getting into financial performance, CBX is a high-margin capital-like asset with strong free cash flow conversion. As seen in the graphs, CBX's historical performance shows an attractive evolution in terms of revenue growth and EBITDA margin. For the last 12 months and in September 2025, revenue exceeded $150 million with an impressive EBITDA margin of 66.7%. Moreover, its free cash flow profile is equally compelling. Thanks to robust margins and low CapEx requirements, CBX generated approximately $96 million in free cash flow over the same period, representing a 63.6% free cash flow margin. This combination of high profitability and low capital intensity is unique and highly attractive for value creation. At the GAP level, this profile will support flexible strategic capital deployment and enhance consolidated cash generation. CBX is not just a strong performer; it's a cash engine that strengthens GAP's ability to deliver sustainable growth and shareholders' value.
As mentioned before, the aggregated value to projected 2026 EBITDA multiple of the transaction is 12.2x post synergies, and the transaction is immediately accretive on a free cash flow per share basis. Turning to the next slide, these transactions advance GAP's long-term strategy to diversify its business beyond regulated Mexican airports concession, creating new revenue streams and reducing exposure to currency risk. On the left side of the slide, you can see how CBX will significantly increase GAP's U.S. dollar denominated revenues and strengthen our natural currency hedge. GAP's share of U.S. dollar revenue will increase from 20% - 27% on a 2024 pro forma basis. On the right side, we highlight the impact of non-aeronautical revenues, which is 100% unregulated. Approximately 35% of pro forma revenue will come from ancillary services tied to passenger ticket revenue.
Non-aeronautical revenues per passenger will increase from $123 - $166 on a 2024 pro forma basis, representing a 35% uplift. On this slide, we illustrate how CBX's integration enables GAP to capture additional revenue by combining crossing tickets income with round-trip earnings. On the left, you see the scenario of passengers flying directly from Guadalajara to Los Angeles or San Diego. In this case, half of the aeronautical revenue from the trip stays at the U.S. airport, limiting GAP's ability to capture incremental revenues. Now, on the right side, you see the scenario enabled by CBX integration, where passengers flying from Guadalajara to Tijuana and then use CBX to cross into San Diego or Los Angeles. This alternative creates a round-trip revenue opportunity for GAP, including outbound and return aeronautical fees, CBX ticket income, and ancillary revenues such as parking for U.S.-origin travelers and car rental for Mexico-origin travelers.
This model not only strengthens GAP's revenue stream, but also boosts Tijuana Airport market share by positioning it as a preferred gateway for cross-border travelers. It is a clear example of how commercial alignment with CBX drives incremental revenues and enhances GAP's competitive advantage. The integration of CBX has the potential to unlock several attractive growth opportunities beyond the border crossing. On this slide, we have outlined some potential initiatives that could drive market expansion, customer acquisition, ancillary service, and operational efficiency for GAP. We have structured this initiative into five key pillars. Market expansion and demand consolidation. We aim to capture traffic from alternate border crossings and implement strategic initiatives to attract new international routes. Additionally, we plan to expand the CBX footprint and modernize it through new infrastructure projects such as rental car centers, hotels, and food and beverage offerings. Customer acquisition and revenue optimization.
We will focus on new partnerships and digital marketing to increase online travel agency visibility like Booking or Expedia via the Tijuana Travel Code and enhance revenue management through dynamic prices, bonuses, and tactical increases. Expansion of ancillary services. We see opportunities to optimize parking with long-term stay discounts and local promotion and park car rental and ground transportation options and increase destination choice and hospitality services. Tech-driven operational efficiencies. We will continue investing in technology to streamline the passenger journey, including automation and self-service immigration e-gates and reduce the cost per passenger of U.S. CBP reimbursement as automation scales. Finally, long-term projects. We will obtain approximately 60 acres of adjacent land that provides the opportunity to develop hospitality, lodging, parking, additional car rental, and/or convention centers. This is a bird's-eye view of the current infrastructure and highlights the growth opportunities associated with CBX.
In the photo, you can see existing CBX facilities strategically located adjacent to Tijuana Airport. You can also see that the 60 acres of undeveloped land in the U.S., which presents a significant opportunity for future development and value creation. GAP already owns a land reserve adjacent to the Tijuana Airport, which is outside the scope of the concession title, seen here in the lower right corner of the photo. It is essentially directly across the border from the 60 U.S. acres to be obtained in this transaction. Together, these assets provide GAP with a unique strategic opportunity for further strengthen and monetize its unique location straddling the border, including a potential future pedestrian border crossing or boundary cargo facilities. Let's now discuss in detail the internalization of the Technical Assistance Agreement and why this is an important step for GAP. First, this initiative will improve GAP cash flow.
By internalizing the Technical Assistance Agreement, GAP is expected to save approximately 5% of the EBITDA generated by its Mexican airport concession, which represents about 3% of the consolidated EBITDA. For context, during the last 12 months, this represents $50.8 million. Second, this change supports continuity in operational excellence. It allows us to foster greater agility, accountability, and control across the organization, which is critical as we continue to grow. Third, the internalization is consistent with common practice among civil operations globally. It also simplifies GAP's ownership structure and enhances governance transparency, which we believe is positive for all shareholders. On the right side of the slide, you can see the historical technical assistance agreement payments. These payments have grown significantly over time, from $462 million in 2019 to $950 million for the last 12 months ending on September 25.
By internalizing the technical assistance agreement, we eliminate these recurring payments, which will directly improve margins and strengthen profitability. And finally, let's move to this slide, which highlights the favorable backdrop provided by GAP's share price performance for these transactions. Since January 2019, GAP shares' price performance has outpaced its peers and Mexican index. As you can see in the chart, GAP shares have appreciated by approximately 149%. Currently, GAP shares are trading at about 84% of their all-time high, which provides an attractive environment for equity issuance. All strategic shareholders will receive 100% of their consideration in GAP shares, reinforcing alignment and commitment to the long-term value creation. In summary, the strong share price performance not only validates GAP's track record, but also creates a favorable environment for executing these transactions efficiently.
Our vision remains unchanged: to connect people and destinations throughout world-class airports, managed with integrity, innovation, diversification, and a long-term commitment to excellence. As CEO, I want to express my deepest appreciation to our board, our teams, and especially to our investors for your continued trust and partnership. Together, we are also simplifying, aligning, and enhancing GAP's preparedness for the long-term sustainable growth and value creation vision. In the coming days, we will publish the call for our external shareholders' meeting, along with the information statement related to this transaction. Our goal is to ensure that our shareholders should make informed decisions freely and without question. Consistent with our historical practice, we respect and will respect the will of our shareholders as expressed in accordance with the applicable law and our bylaws. Thank you very much, and I will open the line for questions.
Thank you, Raúl.
You're going to be able to raise your hand, and we are going to open the mic for each of you. So we are going to start with the first question and the first raised hand. That is for Rodolfo Ramos from Bradesco. So Rodolfo, please, you're going to see your mic on mute, so please ask your question.
Perfect. Thank you. Ale, can you hear me? Can you hear me?
Yes. Yes, yes, we can.
Perfect. Thank you. Thank you for the very thorough presentation. Good morning, Raúl, Ale. You know the asset very well. There's no asymmetry here of information. But can you comment a little bit about how this transaction came to be? I mean, who started these discussions? And what about that timing? I ask because we recently saw weaker performance of traffic at CBX. It has to do a lot with these U.S. policies and whatnot.
But why do this transaction now? So that would be my first question. And second, I mean, from a capital allocation perspective, I mean, how does this transaction impact your appetite for opportunities that you may be currently pursuing or later decide to pursue? Thank you.
Thank you, Rodolfo. This is Raúl. I mean, we have taken more than a year to structure this new vision of GAP through our Board. We begin with this view, what we call GAP 2.0, that I presented, I mean, one year ago in our board meeting. And the idea is mainly to diversify our business, not only in geographical but also in currency. And we just began with that view that was presented by the management. As you know, and a lot remember of that, I used to be the CEO a couple of years ago, the CEO of CBX.
So I really have a really deep understanding of this asset. And that's why I think that is the correct pace for the company, completely a possible way of additional value creation for the shareholders. And on the second part, how this decision could change other possible transactions in the future. At the end of the day, what we are seeing on this transaction is mainly equity additional shares. So our position in net debt will still be almost the same. So we will have enough room for other additional transactions. The idea here is to align all the shareholders on the same page for a long-term view of our company.
So the next one will be from Fernanda Recchia. So Fer, your mic is going to be open right now.
Raúl, so thank you for taking my question. Two topics here from our side.
So the first, just wanted to understand, when you internalize the technical assistance fee, are you going to incur any additional costs to do so, or is it 100% synergy in the savings of expenses? This is the first. And the second, maybe could you elaborate a little bit further on the cost synergy that you expect from CBX integration? Maybe if you could comment on long-term margins profitability that you see, or what kind of cost synergy do you consider in the single-digit millions that you mentioned? Thank you.
In terms of the, I will begin with the cost possible synergies on CBX. I mean, for the moment, CBX has a standalone business. They have all, I would say, a corporate office that includes everything: accounting, administrative, and all these kinds of things.
So for sure, as all our subsidiaries, we will run all that part from our headquarters in Guadalajara. So we are seeing there some sorts of synergies, for sure. But also, we have other kinds of synergies related with how we can bundle packages. For instance, in commercial, as you know, when we negotiate for a car rental, we also make different packages of different airports. So it will also have the opportunity to have unique negotiations, for instance, for Cabos, Guadalajara, Vallarta, and CBX for car rental companies. That is the kind of synergies that we are also looking on the revenue side that we consider that we can bring even much better revenues and much better ratios to this business.
Yes. Hi, Fernanda. This is Saúl.
Regarding your question related with the internalization, this is very important to understand that it is a transition that will take some time for this internalization. But we are sure that at the end, we will continue providing the same level of services that we had before with the strategic partner. It is important to mention that these costs and these services will be provided to the airports, and we will be collecting the revenues from the airports and also will be part of our cost of operation and our maximum tariff.
Okay.
Okay. Thank you. Gil, I don't know if you can hear us? Hear us? And the mic, it doesn't seem that it is open. You're on mute, Gil. Can you? Yeah. Thank you. Okay. Gil, we cannot hear you. So we are going to put you on standby, and we will come back to you.
So now we are going to take the question from Pablo Monsivais from Barclays. So can you please open the mic to Pablo? Sorry, Pablo. We cannot hear you either. So let me check if it is our mic. Give us a second because the same thing happened with Guilherme. Okay. Just can we open again the mic for Guilherme? I believe that he's sending a message that his mic is working now. So maybe we can open again the mic to Guilherme until Pablo is ready as well. Guilherme, we cannot hear you. I can see that your mic is open. No, we cannot hear you either. Okay. Well, let us try with another analyst to see if it is our problem or it is the mics from them. So now we are going to open the mic to Jens Spiess from Morgan Stanley.
So Jens, can you please open your mic and ask your question, please? Yeah. We can hear you, Jens. Yeah. We can hear you.
It's now released. Perfect. Okay. So just a few questions in general just to understand the deal structure fully. What is the implied EBITDA you are using for the blended transaction multiple for 2026, and how much synergies are you assuming there? Secondly, how much are you paying in cash for the 25% stake in CBX? Is it 260? I'm not sure if I got it right, just to understand it correctly. And lastly, on the shareholder vote. Who will be voting? Only the B-class shares? And will you be excluding the involved parties, or will they also be considered for the majority? Thank you.
Thank you, Jens.
In the case of the voting, all the details would be included in the information statement that we will make public in the next week. In that, there's all the details about voting date, hour, and all the rules for the voting in terms of our bylaws. Related to the evaluation, we are presenting an EBITDA of 2026 of 12.2x . As we are seeing the 2026. And as we saw, our forecast is showing us that 2026, it will be accretive for the first moment, the accretive on free cash flow this transaction.
Yes. And if you could comment on how much you're paying in cash for the 25% stake, I would appreciate it. Thank you.
Thank you. So we are going to open the mic now to Edson Murguia. So Edson, please, can you unmute your mic?
Hi. Good morning. And thank you for taking my questions.
I have two. Could you elaborate or could you give us more color about this $74 million of debt that is going to be part of the GAP structure? And my second question will be if you have a number of the new amount of shares that will be in total issue. I mean, I know it's $90 million, but in total amount. I mean, not necessarily referring to the float, but how can we analyze that number? Thank you.
Thank you, Edson. This is Saúl. Well, about the $74 million debt, it's part of the financial debt in the CBX balance sheet. So it will be assumed at the moment of the merge. So it's important to consider that it's part of the transaction. We will assume that. That doesn't change our net debt-to-EBITDA ratio. It's basically not significant to the debt that we have integrated in GAP already.
So it will move our debt in general.
And talking about the numbers of the total shares outstanding, today, as you know, we have 505 million shares. The idea is with this around roughly 90 million new-issue shares, we'll arrive to 595 million shares. That is, I mean, the rough numbers that we are expecting to issue.
Thank you. They are telling me that they couldn't listen to the answer about the 25% that we are going to have in a separate transaction of the CBX. Can you please repeat it?
Yeah. The specific number of the transaction of the 25% for the CBX would be informed on the information statement. At that moment, we will make public the this specific figure.
Thank you, Raúl. Well, now we are going to pass the call to Pablo Ricalde from Itaú. So Pablo, now you can open your mic.
Good morning.
Can you hear me or no?
Yes, we can, Pablo.
Thanks. So I have two questions. The first one is after this, AENA will have shares B and BB. If there's any intention for maybe AMP, the other shareholders, to buy out the BB that AENA has, and then AENA only keeping the B shares. And the other one, just trying to confirm that the holding of GAP will be the one buying the CBX.
Yes. Thank you, Pablo. On the first part related with the AMP shareholders. After the mergers, AMP will be part of GAP. So the shareholders, it's going to be the shareholders of the BB series. They could sell any of the stakes on Series BB or Series B just as the lockup passes in the coming days.
So we don't have any kind of specific information about AENA, but any of the shareholders could sell their shares just after the lockup passes in the terms that we just said, the 365 days for that complete lockup, at 25% of the total shares on the first 90 days, and additional 25% after the 180 days. That is related with the lockup.
Perfect. And on the holding.
Yep.
Can you repeat that question, Pablo, please?
Yes. Just trying to confirm that if the Grupo Aeroportuario del Pacífico, the holding company, will be the one buying the CBX.
Yeah. I mean, just to make it clear. The five entities that will be merged are some vehicle that owns the shares of CBX. So CBX would be a subsidiary of GAP, but CBX by itself would not be merged.
The merge would come from the different vehicles that today have the shares of CBX.
Okay. Perfect. Thanks, Raúl.
Thank you, Pablo. So now we are going to open the mic to Francisco Suarez from Scotiabank. So, Paco, now your mic is open.
Hey, good morning. Thanks for the call. This is a wonderful presentation. Congrats on this strategic move. I think that I value how you crafted this in the sense of how aligned it is by paying this in stock. However, for the sake of to understand how accretive or not is in year one, can you walk us a little bit on any tax considerations that we have to incorporate in our models to understand the accretiveness of this transaction? And the second question goes much more as a follow-up from an IRR perspective, from an investor's perspective.
That is what is the IRR that you expect or you have modeled on this transaction for the investor? Thank you.
Hi. Hi, Francisco. This is Saúl. Well, related to the it will be accretive. We believe since the first year, we're having free cash flow per share will be increasing, and it will be accretive for our shareholders. So it is important to see that this transaction and as you know, we are very prudent in any case of expansion inorganically, as this transaction is. And we are expecting accretive transaction. So that's our first. Your second question related to the IRR, we have. A discount rate according to the level of risk, considering the currency, and according to the returns that GAP has.
So I can say that it is aligned to our discount rate that we have, just considering the important asset that we have in U.S. dollar denominated revenues, and that is in another country with a very strong market that is California. So from the first moment, we believe will be accretive for us.
Yeah. And complementing this is Raúl Paco, complementing the answer of Saúl. For sure, as he says, we are expecting immediately that it will be accretive on free cash flow per share and even dividend per share, and will be neutral on earnings per share. But also, it's important to have in mind that the last two years, Tijuana Airport has been deeply affected by the problem of the P&W engines, mainly from Volaris.
So one of the things that we think is the correct moment for doing that is that we are still seeing the robust, I would say, fundamental of Tijuana and South California area. So as soon as the engines problem ends and Volaris reactivates their almost 40 planes grounded that they have grounded, we will not see a really important and robust increase in passengers in coming years. So it will for sure accelerate any of these numbers that we are running with, I would say, with the historical information that we have that is affected in the last two years due to the fact of the Pratt & Whitney engine. So we for sure are optimistic on the performance of the asset in the coming years, just taking as a base that the recovery of the engines is something coming for the pretty short future.
I appreciate your answers.
Thank you very much. Congrats again.
Thank you, Paco.
Thank you, Paco. Well, now we are going to open the mic to Anton Murtin Cotter from JBM. So, Anton, your line is now open.
Hola. Hi, Ale. Hi, team. Thank you very much for the call. I'm just trying to understand a little bit better the structure. I mean, I understand that AENA was the one holding the BB shares. So it would be really useful if you could further explain the integration structure there. I mean, what's going to happen with the rights that the BB shares used to have? Are those going to remain on AENA and the Mexican shareholders? Just trying to better understand how that integration will play and also what kind of approvals are needed for that transaction. Thank you.
Thank you, Anton. This is Raúl.
I mean, the first and more important is the Series BB is still exactly with the same rights in terms of our bylaws and exactly the same amount of shares that we have today. All the new shares will be Series B. All the new-issue shares will be Series B. So there's no changes in the ownerships of the Series BB. So. The owners of the Series BB still being the same with exactly the same amount of shares and exactly with the same rights that are included in bylaws. In terms of the authorizations, as we were talking, it will happen all the approvals to the extraordinary shareholders' meeting. After that, we have to go to the customary governance and regulatory approvals.
Mainly all the approvals that we need to pass for a merger in Mexico, mainly from the SAT, mainly from the COFECE and U.S. government, all the different approvals that we may have to have. And it will happen as soon as the shareholders' meeting would give us the green light about this transaction.
Okay. Super clear. Thank you.
Thank you, Anton. I am going before I open the mic again, I am going to read two questions from Pablo Monsivais because his mic was not working. He was asking, "What was the main rationale of AENA to carry out this transaction?" And the second one, "What are the synergies you are expecting to achieve from this transaction?"
Okay. First, in terms of the synergies. For sure, we are talking about two different ways of synergy. The first related with the assistance agreement, the technical assistance agreement.
For sure, we will important savings from that specific fee. For sure, as Saúl says, the assistance to the airports will continue happening from GAP to the airports. So for sure, it will have some sort of cost. But for sure, mainly, we will have a big, big decrease on the fees that today we are paying for the technical assistance. In terms of CBX, the synergies is related for how it's managed, the CBX, how our headquarters on Guadalajara could take control of some different, I would say, administrative decisions. But also, we have other kinds of synergies related with the maintenance, with the cleaning and the operation of the bridge and all the area of CBX in Mexico side, for instance. And the other part that was related with the main strategy or the main intention for this transaction from AENA.
I would say that first, GAP is always looking for different opportunities on different markets for continued value creation for the company. And for us, the first one that was really just in front of us was related with the CBX. It's an asset that we perfectly know that has a completely, I would say, fundamental alignment with Tijuana Airport and with the rest of our airports. Just think for a second that the origin destination routes in the rest of our network, the Tijuana route is the second most important just after Mexico City route. So we see the CBX as a complete alignment on that. And related with what was the first thing or that create value on the mind of AENA related with the technical assistance fee is that, I mean, after 25 years as an operator, we think that we have developed.
A lot of knowledge inside the company, but it's important thinking on the future to have this know-how, expertise, systems, softwares inside our company. And don't be, I would say. In some way, having a third party that. Those knowledge. Owns. So we prefer to bring into the company. For sure, it will take a transition. We are talking about systems. We are talking about know-how. We are talking about documents. So it will bring some transition. But after all. All this know-how, all this expertise of how to create value on an airport will be at GAP's and will be like a long-term know-how to continue creating value for our shareholders.
Thank you, Raúl. So we are going to open again the mics. So Alberto Valerio from UBS. Alberto, your mic is now open.
Thank you, Ale. Thank you, Raúl. Congrats for the transactions.
One very quick side about MVP. Anything changed for you for MVP transactions in terms of capital structure as well as the technical fee? If there is some different way that we should for the next MVP. Thank you.
I mean, in terms of our regulatory framework and specific about the airports, it will not be changed because at the end of the day, as you remember, all our concession is related to each one of our airports. So it's not considered in any way GAP as a holding. So we will not have any kind of change, not either, I would say. Composition of capital and debt for the maximum tariff, and neither in the case of the. Cap of the technical assistance fee that will be continued including and happening from GAP to the airport.
So we are not foreseeing any kind of change related with regulation or maximum tariffs.
Very clear. Thank you very much.
Thank you, Alberto. So now we are going to open the mic to Julia Orsi from JPMorgan as well. Julia.
Is Guilherme Mendes here? Sorry about my mic.
Don't worry, Guilherme.
But I have two follow-up questions, if I may. The first is on the deal structure. Just wondering, the fact that you're doing this issuing shares and not. Raising leverage or using debt, it's only because you want to pursue. Other growth opportunities or any other reason? And the second point, it's about the CBX business itself. I understand this is an unregulated business. That works under a presidential decree. This presidential decree, it's established by the U.S. And if that's the case, if you see any risks on that changing?
I'm asking because we have been seeing a lot of news regarding. Cross-border and the relationship between the U.S. and Mexico. I'm wondering, what is the risk associated with the business. If the U.S. presidents decide on changing something there? Thank you.
I mean, the first part of why we go to equity and not debt, for sure, we want to continue. Bringing additional assets and continue our diversification as a company on one hand. So the debt will be the possible leverage to have enough space for possible leverage and bringing other assets is something important. But the second and really important is from the view of our strategic partners, they are bringing even more stake demonstrating commitment in the company on the view on the long term.
At the end of the day, they are saying in some way, I'm bringing this asset with this great value asset to the company to see and align the view for the long term. So I would say that part of this transaction is directly related with a long-term view with a really demonstrating commitment from the strategic shareholders or the strategic partners to continue in the long term in the company. The second part related with the U.S. presidential, just CBX has a U.S. presidential permit. Unlimited one. We pass through the notification process. And they support the transaction. For sure, in the coming weeks, as long as we have the authorization for the shareholders' meeting, we have to continue with several, I would say, steps for obtaining all the permits for this transaction. But on the first, I would say, notification, the U.S. government show us supportive on the transaction.
That's useful. Thank you, Raúl.
Thank you, Gio. And then we have another one from Federico Galassi. So Fede, now your mic is open.
Hello, guys. Thank you for taking my question and calling for the acquisition. Two questions. The first one is both with CBX. What's your idea of the lands beside the CBX in the future? And the second one, this is unregulated business in the U.S. How was, at least in the past, the strategy to increase prices for the tickets to pass the tunnel and for the retail business? Thank you.
Thank you, Federico. This is Raúl. In terms of the land and the reserved land, we are seeing, I would say, different. It's a big piece of land. So I mean, 60 acres. We are seeing, for sure, some business directly related to CBX now.
That is mainly parking lots, maybe a hotel. But also, we are seeing a potential other business related for future developments on border crossing. That is mainly a pedestrian and cargo bridge. I mean, as you know, today, the CBX only could be used by someone that has a boarding pass from Tijuana Airport and arriving to Tijuana Airport or leaving Tijuana Airport. So for sure, it's a big opportunity, for instance, to develop an additional bridge, pedestrian, general use bridge, just taking into account that for anyone that lives in Tijuana or San Diego that needs to cross, they could spend two to three hours in the car or two hours crossing by the pedestrian bridges on San Ysidro and Otay. So for sure, there's another potential use of having a pedestrian bridge. Private bridge on this land.
So for sure, we are seeing different ways and different opportunities for creating value on that land. And for sure, we are seeing that in the last 10 years, that land has received a great appreciation and increase in value just for the developments that are happening outside that area or over this site on the U.S. So for sure, there are definitely different ways of bringing value to the land. For sure, we are thinking that some additional business related with border crossing would be interesting for us. And that is an important part on the case for the future. The second part related with the unregulated business, as you said, the revenues and the tariff are not regulated. So we have, or CBX has complete freedom for determining their price.
When we saw what's happened in the last 10 years from the beginning, they have really robust double-digit increases, CAGR on the last 10 years related with revenues per user. So what we are seeing is that the demand is almost with zero elasticity in these crossing services. At least what the studies on the demand show us is that there has not been even any reaction for the increases on the prices of the past. So I think that for the future, for sure, there are different ways to bring additional value in terms of the prices, dynamic prices, seasonal prices, and different ways to really optimize the result on the revenues for this company.
Thank you.
And we have a last question that was sent by message that they are asking if with all these new mergers that may happen at GAP Holding, will that help with the tax shield that we were looking for?
Well, thank you for your question. This is Saúl. Yes, it's important to mention that we are taking care at the GAP's level, the tax shield, and we are making different actions and different projects to do this. In this case, basically, through the merger, we have no leverage, but for the other 25% to be paid in cash, we are considering to leverage the 100% of that transaction. That's good because we are considering that we could leverage in one or two or three different subsidiaries trying to get the 100% of the tax shield of that transaction.
As you may know, since 2023, with the changes in the regulated basis in GAP for the airports, we changed our strategy. But it's not for. It's only for the airports level. At the holding level, we have the time to take care and to try to convert and take the benefit of the tax shield for any transaction. So the way we are thinking this is to 100% leverage in the cash portion and take the tax shield.
Thank you, Saúl. Well, this was the last question that we have. So thank you very much to all the investors and the analysts that were connected today into this call.
Just a reminder that we will publish the call for our extraordinary shareholder meeting in the following days with the information statement related with this transaction, so you will find a lot of additional information, and thank you for being connected today, and we will keep in touch. Thank you very much.