The European Commission has informed Booking Holdings (‘Booking’) of its preliminary view that its proposed acquisition of Flugo Group Holdings AB (‘eTraveli’) may allow Booking to strengthen its position on the market for hotel online travel agencies (‘OTAs’) in the European Economic Area (‘EEA’).
Booking and eTraveli are both active in the provision of OTA services, respectively focusing on hotel OTA and flight OTA services. Booking is also active in the market of metasearch services (‘MSS’) mainly through its price comparison platform KAYAK.
The statement of objections
On 16 November 2022, the Commission opened an in-depth investigation to assess if Booking’s acquisition of eTraveli may allow Booking to strengthen its position on the market for hotel OTAs in the EEA.
The Commission has conducted a wide-ranging investigation to understand the potential impact of the deal. This investigation has included, among others, analysing internal documents provided by the parties and gathering information and views from competing OTAs and hotels.
As result of this in-depth investigation, the Commission reached the preliminary conclusion that Booking is the dominant hotel OTA in the EEA. The Commission is concerned that the transaction may:
- Strengthen Booking’s dominant position in the hotel OTA market further, increasing its bargaining position towards hotels and diverting demand from cheaper alternative sales channels. Competition is already limited in the hotel OTA market and Booking appears to be unconstrained by competing OTAs, hotels and end customers.
- Allow Booking to expand its ecosystem of travel services (e.g., flights, accommodation, car rentals, attractions), making its market position in the hotel OTA market more difficult to contest.
- Increase barriers to entry and expansion by making it harder for competing OTAs to develop a customer base that can support a hotel OTA business.
- Allow Booking to significantly increase its online customer traffic that, in turn, may allow it to increase its sales of hotel OTA services.
- Increase costs for hotels and, possibly, end customers.
Companies and products
Booking, headquartered in the US, operates OTA brands such as Booking.com, Rentalcars, Priceline and Agoda. In the EEA, Booking is mainly active in the provision of accommodation OTA services under the Booking.com brand and, to a limited extent, in the provision of flight OTA services, which it sources from eTraveli. Moreover, Booking is active in the provision of MSS for accommodation, car rental and flights via its KAYAK business (including the brands KAYAK, Momondo, Cheapflights, HotelsCombined, among others). Moreover, Booking provides access to its OTA accommodation functionalities, via commercial affiliated programmes, to certain rival OTAs that do not have the capability to offer such services.
eTraveli, headquartered in Sweden, operates an OTA via its brands Gotogate, My Trip, Seat24 and SuperSaver. eTraveli is primarily active as a flight OTA. eTraveli has a flight MSS business operated under the Flygresor brand, which is primarily active in Sweden. Such business will be retained by eTraveli and therefore falls outside the scope of the transaction.
A Statement of Objections is a formal step in an investigation, where the Commission informs the companies concerned in writing of the objections raised against them. The sending of a Statement of Objections does not prejudge the outcome of the investigation. Booking now has the opportunity to reply to the Commission’s Statement of Objections, to consult the Commission’s case file and to request an oral hearing.
The transaction was notified to the Commission on 10 October 2022. The Commission opened an in-depth investigation on 16 November 2022 and now has until 30 August 2023 to take a final decision.
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).
In addition to the current transaction, there are currently four on-going Phase II merger investigations: (i) the proposed acquisition of Asiana by Air Korea ; (ii) the proposed acquisition of Lagardère by Vivendi; (iii) the proposed acquisition of VMware by Broadcom; and (iv) the proposed creation of a joint venture by Orange and MasMovil.