Peru’s National Institute for the Defense of Competition and Protection of Intellectual Property (INDECOPI) has approved, in Phase II and subject to specific commitments, Abra Group Limited’s acquisition of control over Sky Airline. Abra Group is the airline holding company behind Avianca, GOL Linhas Aereas, and Wamos Air. The Peruvian regulatory authority’s decision comes after ruling out significant risks to free competition across the key markets analyzed.
This regulatory clearance marks a major milestone in the consolidation of Latin American air transport, enabling Abra Group to advance its continental expansion strategy after clearing previous assessments in other key markets across the region.
Market Assessment and Competition Analysis on International Routes
INDECOPI’s Free Competition Commission initiated its Phase II review in March 2026 to evaluate the potential impacts of the merger on two strategic international city pairs: Lima–Miami and Cusco–Miami.
Throughout the investigation, the antitrust authority thoroughly evaluated:
- The structure of the markets involved and the market shares of existing operators.
- The direct competitive dynamics between Abra Group holding airlines and Sky Airline.
- The competitive closeness between the parties involved in the transaction.
- Entry barriers and the conditions required for prospective competitors or incumbent airlines to enter or expand capacity on those routes.
Following the technical review, the Commission concluded that the transaction would not lead to a substantial lessening of competition on the aforementioned routes.
Conditions Imposed by INDECOPI: Non-Compete and Employment Clauses
Despite ruling out adverse impacts on US routes, INDECOPI identified competition restraints stemming from specific contractual agreements within the transaction. Specifically, the regulatory authority focused its objections on:
- Non-compete clauses: Provisions restricting the actions of the contracting parties in certain markets.
- Non-solicitation clauses: Restrictions governing the hiring and onboarding of key personnel.
INDECOPI determined that these clauses went beyond what was strictly necessary to execute the acquisition. Consequently, clearance was made contingent upon Abra Group narrowing the duration and scope of both covenants in the definitive transaction documents and formally proving these amendments to the regulatory body. These conditions reflect commitments voluntarily submitted by the buyer group and accepted by the Free Competition Commission.
Precedent in Peru’s Merger Control Regime
This ruling represents the sixth merger transaction conditionally approved in Phase II by INDECOPI since Peru’s ex-ante merger control regulatory framework came into effect in June 2021.
The public version of Resolution 203-2026/CLC-INDECOPI will be published on the agency’s official web portal in accordance with statutory transparency requirements.
Strategic Milestone for Regional Air Integration
With INDECOPI’s green light, the transaction secures a key regulatory endorsement alongside previous clearances granted by Chile’s National Economic Prosecutor’s Office (FNE) and Brazil’s Administrative Council for Economic Defense (CADE).
Sky Airline stated that the agreement aims to strengthen the regional route network, optimize schedule options for passengers, and deepen the integration of Latin American air transport. Following the Peruvian authority’s ruling, Abra Group and Sky Airline are focusing their efforts on finalizing documentation and fulfilling remaining regulatory conditions to formally close and execute the transaction as swiftly as possible.
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