EUROPEAN COMMISSION C(2016) 6848 final



To the notifying party Dear Sir/Madam, Subject:Case M.8046 - TUI / TRANSAT FRANCE

Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 and Article 57 of the Agreement on the European Economic Area



Table of content 1.THE PARTIES AND THE OPERATION 2.EU DIMENSION 3.MARKET DEFINITION 3.1.Introduction 3.2.Supply of travel services by tour operators 3.2.1.Product market definition

3.2.2.Geographic market 3.3.Wholesale supply of airline seats 3.3.1.Product market definition 3.3.2.Geographic market definition 3.4.Supply of destination management services 3.4.1.Product market definition 3.4.2.Geographic market definition 3.5.Provision of travel agency services 3.5.1.Product market definition 3.5.2.Geographic market definition 4.COMPETITION ASSESSMENT 4.1.Horizontal overlap: market for the provision of leisure travel services and sub-segments thereof 4.1.1.Sectorial overview and elements common to the assessment of the markets for the provision of leisure travel services 4.1.2.Market-specific analysis 4.2.Assessment of vertical relationships 4.2.1.Legal framework 4.2.2.Overview of the vertically affected markets 4.2.3.Supply of airline seats and supply of package holidays 4.2.4.Supply of package holidays and provision of travel agency services 4.2.5.Conclusion

5.CONCLUSION



(1) On 16 September 2016, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which TUI AG ("TUI", Germany) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Transat France S.A. ("Transat", France) by way of purchase of shares ("the Transaction"). TUI and Transat are collectively referred to as "Parties". 1.THE PARTIES AND THE OPERATION (2)TUI, a stock corporation according to German law, is the ultimate parent company of the TUI Group, an integrated leisure tourism group operating in approximately 180 countries through its various subsidiaries. Its portfolio includes hotels, cruise ships, airlines, aircraft, travel agencies, tour operators and online portals. (3)Transat is a tour operator and the French subsidiary of Transat A.T. Inc., a Montreal-based integrated tour operator. It is principally active in the supply of long and short/medium haul package holidays in France combining accommodation and other services in a given destination with return travel to and from it, marginally offering as well a flight-only option to its customers. It also acts as a destination management company in Greece through its subsidiary TourGreece S.A. ("TourGreece"). (4)Through the Transaction, TUI will purchase 99.99% of the share capital and voting rights of Transat France. Therefore, the Transaction will result in the acquisition by TUI of sole control over Transat. (5)The Operation therefore constitutes a concentration within the meaning of Article 3(l)(b) of the Merger Regulation. 2.EU DIMENSION (6)The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (TUI: EUR 20 044 million; Transat: EUR 449 million). Each of them has an EU-wide turnover in excess of EUR 250 million (TUI: [Business Secret]; Transat: [Business Secret]), but the two undertakings do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State. (7)The notified operation has therefore an EU dimension according to Article 1(2) of the Merger Regulation. 3.MARKET DEFINITION 3.1.Introduction (8)The Parties are both active in the French travel industry, the value chain of which typically consists in three main levels: (a)travel suppliers, which own or operate a travel service. Travel suppliers include airlines and rail companies, hotel operators, car rental companies, etc.; (b)tour operators, which manufacture tourism products by purchasing individual travel components from travel suppliers and combine them into package holidays; (c)travel agencies, which distribute travel services to the end-customer (the traveller). (9)Two or more levels of intermediaries, i.e. tour operators (wholesalers) and travel agencies (retailers), may sit between the travel suppliers and the customers. Nevertheless, travel suppliers may choose a disintermediated business model and sell directly their services to end-customers. Conversely, tour operators may follow an integrated business model and operate upstream services through e.g. their own airlines or hotels, or downstream services through their own travel agencies. (10)TUI and Transat are both integrated groups. The relevant markets therefore do not only comprise the market for the supply of travel services by tour operators in France; they also comprise the upstream market for the wholesale supply of airline seats in France, in which TUI is active through its in-house airlines Jetairfly, Tuifly and Corsair International ("Corsair"), and the upstream market for the supply of destination management services, in which Transat is active through TourGreece, and the downstream market for the provision of travel agency services in France, in which TUI and Transat are both active, notably through outlets.

3.2.Supply of travel services by tour operators 3.2.1.Product market definition 3.2.1.1.Distinction between leisure and business travel (11)The Commission has identified in its prior decision practice a distinct market for the supply of travel services by tour operators, further distinguishing between leisure travel, and business travel. (12)The Transaction relates mainly to the supply of leisure travel services by tour operators in France. TUI France does not provide any, and TUI at group level only does so marginally; the Parties' activities do not overlap in business travel services. 3.2.1.2.Distinction between package holidays and independent holidays 3.2.1.2.1.Introduction (13)Within leisure travel, the Commission has distinguished between on one hand package holidays, whereby the customer purchases a ready-made package combining accommodation and possibly other services in a given destination with return travel to and from it; and on the other hand independent holidays, whereby the customer purchases the various elements of the holiday individually. (14)In its more recent decisions, the Commission noted that certain changes had occurred in the market, such as the significant growth in internet usage, which meant that independent holidays could exercise a certain competitive constraint on package holidays. However, the Commission did not consider these elements to be sufficient to conclude that package holidays and independent holidays were part of the same market. 3.2.1.2.2.TUI's views (15)TUI submits that the French travel sector has undergone significant changes in recent years, notably through the development of online distribution and of low-cost airlines that has led to the creation of a "dynamic market" for leisure travel. This "dynamic market" consists in the services provided by all suppliers of the travel industry's value chain, i.e. the suppliers of travel products, such as hotel operators, airlines and other transport providers, the tour operators and the high street and online travel agents ("OTAs"). (16)According to TUI, customers can easily switch from traditional package holidays to either self-packaged holidays, whereby they source independently flights, accommodation and various other travel components through separate transactions; or to dynamic packages, whereby customers purchase all elements of the travel using a single website. TUI notably stresses the role of OTAs, price aggregators, low cost carriers and others in this regard, as they enable customers to compare package and independent holidays pricing and select accordingly. OTAs, such as Booking.com, Expedia, Last minute and others allow customers to assess the products, schedules and prices across many suppliers. Price aggregators and metasearch engines, such as TripAdvisor, Trivago, Google+ enable the comparison of prices, as they provide thorough information on the prices of flights, hotels, car rental agencies and other types of travel offers. Last, hotel operators, airlines and other transport suppliers offer customers the ability to purchase other travel products through their websites and to thus create their own holiday. In addition, low cost carriers have contributed to the convergence of prices between charter and scheduled flights, thus further encouraging customers to directly book low cost flights and design their holidays accordingly. (17)Moreover, the development of IT platforms specialised to the travel sector provide travel professionals with real-time access to the content of numerous integrated sources, which enable them to produce and distribute their own complete leisure travel offers. As a result, travel agents, hotel operators and airlines can put together package holidays independently of any tour operator and sell them to end customers. 3.2.1.2.3.Commission's assessment (18)The Commission notably considered in its prior practice that there was a separate market for packaged holidays, because demand for independent holidays was unrelated to the pricing of package holidays and because certain types of customers, such as senior citizens, families with children and customers booking through traditional high street travel agencies, would not consider independent holidays as an alternative to package holidays. Moreover, the fact that package holidays often offer customers the possibility to pay in instalments and include protection against insolvency, was considered a further differentiating factor from independent travel. (19)Some of the evidence gathered during the market investigation pointed indeed towards significant evolution of the market in recent years, which would render some of the above considerations less relevant. However, other elements appeared to indicate that a number of differences between package and independent holidays still remain. (20)First, the majority of respondents to the market investigation submitted that the prices of a package holiday and an independent holiday consisting of the same elements are different; the more frequent response being that package holidays are cheaper than independent holidays, notably due to tour operators' access to capacity during high season. Yet, the majority of respondents also submitted that the fluctuation of prices during the year is similar between package and independent holidays. (21)Second, from a demand-side, TUI submits the results of recent surveys showing that the majority of all French customers prefer independent holidays to package holidays, irrespective of the customer group to which they belong, and that they gradually make greater use of the internet. However, other market studies on the French tourism sector conclude that the majority of the French customers travelling abroad ask professionals to organise their travel. (22)Several market participants responding to the market investigation explained that the degree of substitutability between package and independent holidays usually depends on the type of holiday. More concretely, respondents stated that domestic or short/medium haul holidays are easier to book independently than long haul holidays, that complex tours are more difficult to book than simple holidays consisting of merely flights and stays and that club holidays are usually not possible to book independently, because tour operators tend to enter into exclusivity agreements with the club owners, preventing the latter from providing their services directly to French customers. (23)Third, from the supply side, TUI submits that several OTAs have started offering their users the possibility to pay for their independent holidays in instalments and that, in light of the new Package Travel Directive, insolvency protection will soon be provided also to dynamic packaging holiday products, i.e. package holidays put together by travel agents or through OTAs' websites. However, the Package Travel Directive's transposition period ends on 1 January 2018, therefore such increased protection is not yet available to French customers. Moreover, tour operators offer additional services in their package holidays, such as early check-in, access to airline lounges, 24-hour assistance, tour guides, etc., which cannot be easily replicated by customers organising their own independent holiday.

(24)Tour operators have in recent years also expanded their service offer, in order to provide customers with the possibility of booking online and of composing their own holidays. Also, high street travel agents submit that their online sales have been increasing rapidly in recent years. (25)This is also reflected in the way the Parties monitor competition, as further to the supply of package holidays, they also monitor the offer of tour operators giving their customers the possibility to construe their own dynamic packages, the offer of travel agents that also set up package holiday products and, to some degree, also the offer of travel services beyond flights of low cost carriers, OTAs websites and other hotel booking websites. (26)Finally, even though the majority of respondents to the market investigation considered that dynamic packages compete with package holidays supplied by tour operators, they also estimated that most customers would continue to purchase package holidays, even if their prices were to increase by 5-10%. Last, the majority of respondents submitted that package holidays should be distinguished from independent holidays for the purpose of assessing the impact of the Transaction. 3.2.1.2.4.Conclusion (27)In light of the above considerations, the Commission concludes that whether package holidays constitute a distinct market from independent holidays could be left open for the purpose of assessing the Transaction, since serious doubts do not arise under any of these plausible product market definitions. 3.2.1.3.Distinction of package holidays by holiday type 3.2.1.3.1.Introduction (28)A further segmentation of the market for package holidays by holiday type could be considered. (29)The Commission has considered in some of its prior decisions in the sector, the possibility of distinct markets for holiday types, such as "sun and sea" holidays, "city breaks", etc. However, in previous decisions the Commission did not consider it necessary to conclude on such further distinction.; (30)The Syndicat des entreprises du Tour Operating ("SETO"), the trade union of the French tour operators, also distinguishes between holiday types and organises accordingly its reporting. (31)More specifically, SETO distinguishes between the following five different types of package holidays. (a)Package holidays à la carte, which correspond, according to SETO, to the sales of tailor-made packages of holiday products labelled as "à la carte" or "sur mesure" by the tour operator, irrespective of the specific type and scope of the services sold; (b)Tour package holidays ("circuits"), which refer to itinerant journeys, which typically include travel, accommodation and guided tours to multiple destinations; (c)Package holidays in clubs, which SETO defines as any package holidays labelled as "clubs" by tour operators. Club holidays imply the provision of dedicated services in addition to accommodation, such as animation, activities, sports, baby-sitting, etc. by the tour operator; (d)Package holiday stays ("séjours"), which conversely are defined as consisting in the provision of travel and accommodation services in a single destination. Stays may also sometimes include additional services or activities; these, however, are not offered directly by the tour operator, but rather by the operator of the hotel. (e)Last, SETO identifies a separate segment for group package holidays ("groupes"), which it defines as any package holidays sold in the framework of a collective agreement. Group package holidays notably include holiday services to works councils. However, SETO considers that group package holidays are a predominantly commercial categorisation of package holidays rather than a generic category. SETO explains that group package holidays are constructed along the lines of the other four generic product types, merely targeted to certain types of customers. Moreover, no respondent to the market investigation indicated that group package holidays should be treated as a separate type of package holidays or a distinct product market. 3.2.1.3.2.TUI's views (32)TUI submits that a segmentation of the market for package holidays by product type is not appropriate. First, TUI considers that there is a broader market encompassing all travel products, whether these form part of package holidays, dynamic packages or independent holidays. Second, from the demand-side, customers often combine elements of the various types of package holidays. Moreover, some types of package holidays, as notably package holidays in clubs and package holiday stays, are interchangeable and in competition with each other. Third, from a supply-side, most tour operators offer all four types of products and it is in any event easy for tour operators to reposition their products and extend their portfolio. 3.2.1.3.3.Commission's assessment

(33)With regard to the demand side, the majority of respondents to the market investigation indicated that if the price of club package holidays increased by 5-10%, the majority of customers would continue to purchase that type of holidays. The majority of respondents reached the same conclusion also in relation to the other types of package holidays, namely stays, tours and à la carte package holidays. Moreover, a number of respondents pointed out that among customers willing to switch in case of a price increase, those interested in purchasing club package holidays are more likely to buy package holiday stays and vice versa, whereas customers interested in purchasing tour package holidays are more likely to switch to à la carte package holidays and vice versa. (34)Furthermore, Orchestra submitted that it classifies the products it displays according to the type of holiday, as this is the first selection criterion of final customers. With regard to classifications of package holidays by theme, such as "nature", "well-being", etc., Orchestra submitted that these are merely marketing tools, are rarely used by customers and should not serve as a basis for segmenting the market. Other market participants indicated that the different types of package holidays are not substitutable, as each product entails a different way for customers to enjoy their holidays. Illustratively, whereas young seniors would choose tour package holidays, club package holidays are usually more appealing to families with children that would want to stay in "villages" and benefit from the accessory products offered therein. Some travel agents, however, appear to display their offer of club package holidays and of package holiday stays in animated hotels without differentiating between these two types of products. (35)TUI also submitted a customer survey indicating that French customers view the various product types as largely interchangeable. Beside the fact that the Commission's market investigation reached a different result, the questions on the basis of which this conclusion is drawn, cast some doubt as to its validity. First, customers were asked to compare between clubs and hotels offering the same services as clubs. Their response to this question, however, does not suffice to conclude that club package holidays would also be seen as interchangeable with package holiday stays in hotels that do not provide such additional services and that the two types are in general not distinct. Similarly, questions on whether the customers would switch from certain type of package holiday to another following a price increase of 10% were asked in the survey in a hypothetical manner, unrelated to any concrete choice made by the respondent and did not provide all alternative options available to customers as possible answers. Therefore, conclusions drawn from that survey on this basis are unreliable for the purpose of the assessing the Transaction. (36)From the supply side, respondents to the market investigation were split as to whether tour operators already offering a type of package holiday could easily start offering a different type of package holidays for commercial reasons. Respondents considering that such expansion of the service offer would not be easy, pointed out that specific know-how and some degree of specialisation would be required to effectively compete in the supply of a new type of package holidays and that, in many instances, significant investments would also be required. This would particularly be the case regarding club package holidays, as tour operators pursue a strategy of differentiation in this particular area of their activity, developing proprietary products by entering into contracts with the club operators for a number of years, purchasing capacity in advance, branding clubs as forming part of their club concept and ensuring exclusivity for the French market. (37)Moreover, the Parties monitor competition for each of their products, benchmarking tour package holidays against other similar tour package holiday products, and not against, for example, à la carte packages. Regarding club package holidays and package holiday stays, the Parties submit that they look into both categories interchangeably for benchmarking purposes. In addition, the majority of tour operators responding to the market investigation submitted that they regularly monitor the prices of their competitors' products by type of package holidays. (38)Last, respondents to the market investigation were split as to whether the different types of package holidays should be analysed separately or together for assessing the Transaction. Within these four types of package holidays, however, the majority submitted that no further distinction should be considered, confirming that there are no sub-segments within a market for club package holidays, package holiday stays, tour package holidays or package holidays à la carte. Finally, the majority of respondents stated that, other than these four types, no other types of package holidays, as for example "sun & sea", "city trips", "well-being", etc. should be distinguished. 3.2.1.3.4.Conclusion (39)In light of the above considerations, the Commission concludes that for the purpose of assessing the Transaction, it can be left open whether the market for package holidays should be further segmented by type, in club package holidays, package holidays stays, tour package holidays and package holidays à la carte, since serious doubts do not arise under any of these plausible product market definitions. 3.2.1.4.Distinction of package holidays by destination 3.2.1.4.1.Introduction (40)The Commission has in its prior decision practice made a further distinction of the market for package holidays between domestic and foreign holidays and, within foreign package holidays, between short/medium haul and long haul destinations, defined as package holidays involving flights that substantially exceed three hours. Although the Commission has not defined in its previous decisions separate markets based on the country of destination, it has considered the possibility of such segmentation. (41)However, as to the distinction of foreign package holidays between short/medium haul and long haul destinations, SETO distinguishes between, on one hand, short/medium haul destinations and, on the other hand, long haul destinations. SETO considers short/medium haul destinations as comprising destinations in Europe, Northern Africa and the Middle East, whereas long-haul destinations comprise the Caribbean, Africa, Asia, the Americas and the Pacific Ocean. 3.2.1.4.2.TUI's views (42)TUI reiterates that in its view there is a single broader market for all travel products and that therefore, further distinctions of the market for package holidays by destination would not be appropriate. (43)TUI further argues that on an international level, large numbers of destinations compete heavily with each other trying to attract more tourists and that there is significant interchangeability of destinations for customers. Moreover, in light of the dynamic character of the market, tour operators can swiftly modify their service offer to meet demand. This is demonstrated by the rapidly decreasing offer of package holidays in destinations in Northern Africa, following the political turmoil e.g. in Tunisia and Egypt in recent years, or the entering of low cost airlines in Morocco that have led to a significant decrease in demand and a parallel increase in the offer of package holidays in destinations in Southern Europe. (44)Last, TUI submits that as a single destination is often interchangeable with one or more destinations; in view of similarities in price, culture, language and climate, certain countries of destinations are grouped together into destination regions in the Parties' normal business conduct. In this context, TUI identifies the following main regions of destination: I.Northern Europe, comprising Germany, Austria, Belgium, the Netherlands, Luxembourg, Denmark, Finland, Ireland, Iceland, Norway, the UK, Sweden and Switzerland; II.Southern Europe, comprising Croatia, Cyprus, Greece, Italy, Malta, Portugal and Spain; III.Northern Africa, comprising Egypt, Morocco, Tunisia and Algeria; IV.Africa and the Middle East, comprising Egypt, Morocco, Tunisia, Algeria, South Africa, Cameroun, Ivory Coast, Cape Verde, Kenya, Madagascar, Mali, Mauritania, Namibia, Senegal, Tanzania, UAE, Iran, Israel, Jordan, Lebanon, Uzbekistan, Oman and Syria;

V.North America, comprising USA and Canada, VI.Caribbean, comprising Antigua, Bahamas, Barbados, Costa Rica, Cuba, Jamaica, Saint Lucia, Dominican Republic, Guadeloupe, Martinique, Saint Martin and Saint Barthélemy; VII.South America and the Caribbean, comprising Antigua, Bahamas, Barbados, Costa Rica, Cuba, Jamaica, Saint Lucia, Dominican Republic, Guadeloupe, Martinique, Saint Martin, Saint Barthélemy, Argentina, Brazil, Chile, Ecuador, Guatemala, Peru and Venezuela. 3.2.1.4.3.Commission's assessment (45)The majority of respondents to the market investigation considered that domestic and foreign package holidays should be distinguished and that within foreign package holidays, a distinction should also be drawn between short/medium haul and long haul. Respondents to the market investigation indicated that there are differences between short/medium haul and long haul destinations in terms of customer base, operations such as the type of flights used, seasonality and brands, which often have a focus on one or the other type of package holidays. Also, Orchestra submitted that package holidays are usually searched for on a country basis in its platform. (46)Moreover, from a demand-side, the majority of respondents to the market investigation estimated that for most customers the country of destination is a very important criterion in their choice of package holiday. With regard to each type of package holiday individually, the majority of respondents indicated that the country of destination is a very important criterion for most customers purchasing tour package holidays and package holidays à la carte. Conversely, responses are rather split regarding club package holidays and package holiday stays. Several respondents to the market investigation submitted that the discovery of a specific country is frequently the main purpose of tour package holidays, whereas in the case of package holidays stays or in clubs, the services offered may be more important and destinations, to a large degree interchangeable. A number of respondents specified that end-customers view the significance of the destination country differently, as some would consider alternative destinations when selecting their package holidays, whereas others have a clear idea as to where they want to go. (47)From a supply-side, the majority of the respondents stated that tour operators offering foreign package holidays to certain countries would be able to easily start offering package holidays to other destination countries, namely swiftly and without incurring significant additional costs or undertaking important additional risks. A minority of tour operators responding to the market investigation, however, indicated that such expansion of services would not be easy, in particular because some investment would be required, in order to identify the right destination country, do market research, promote the new destination, etc. (48)This is further demonstrated by the fact that the Parties monitor competition at the general country level and, as relevant, also at local level within each destination country. The majority of tour operators responding to the market investigation also submitted that they regularly monitor the prices of their competitors' product by destination country. Responses were rather split as to whether they also monitor the prices of package holidays distinguishing between short/medium haul and long haul. (49)As to the relevance of package holidays to certain regions of destination as a distinct product market, TUI submitted that the survey conducted among French customers shows that the majority views the countries comprising the groups of destination countries proposed by TUI as interchangeable with each other and that for most of the proposed groups, the majority would switch in case of a price increase of 10% to another country within these groups. However, as already analysed in Section 3.2.1.3.3 above, a number of shortcomings in the methodology followed in this survey, cast doubt as to the reliability of its conclusions. (50)Moreover, the results of the market investigation were rather inconclusive on this point. On one hand, the majority of respondents considered that in case of a 5-10% price increase of package holidays to specific countries of destination, customers would continue to purchase package holidays to those countries rather than select a different destination within the regions proposed by TUI. The only exceptions to this were Turkey and Tunisia, for which respondents considered that most customers would not continue purchasing more expensive package holidays, specifying, however, that demand for these destinations generally decreased in recent years following the geopolitical developments in the area. (51)Moreover, asked about the alternative destinations that customers would revert to, if they decided to switch after an increase in price, respondents to the market investigation did not consistently indicate countries belonging to the relevant group of destination countries proposed by TUI. Instead, in many instances, they considered that a selection of countries beyond the proposed group of destination countries would be a likely alternative, or that, even if some countries within the region would be an option, others would not. (52)On the other hand, when asked specifically whether package holidays to certain region of destination should be analysed together or separately, respondents were split as to whether a region of destination would be meaningful in the case of Southern Europe, Northern Europe, Northern Africa, North America and the Caribbean. The majority, however, considered that a region of destination comprising Africa & the Middle East, as well as a region comprising South America & the Caribbean would not be meaningful for the assessment. (53)Overall, tour operators responding to the market investigation were split as to whether they monitor the prices of their competitors' products on the basis of a group of destination countries. Regarding the specific regions proposed by TUI, the majority submit that they monitor the prices of their competitors' package holidays offer across the group of destination countries comprised in Southern Europe. Respondents were split regarding the destination countries corresponding to Northern Africa and the group of destination countries and islands comprised in the Caribbean. Conversely, the majority of responding tour operators indicated that they do not monitor the prices of package holidays to the Northern Europe destination countries in a collective way. (54)Last, respondents to the market investigation did not always delineate the various groups of destination countries in the same way, some considering e.g. that Northern Europe would only include the UK, Ireland and the Nordic countries, whereas others also including countries in Central and Eastern Europe. Similarly, unlike TUI, a number of respondents included Turkey and Balkan countries in Southern Europe or Mexico in North America. Conversely, some respondents limited the Northern Africa group of destination countries to Tunisia and Morocco, excluding Egypt and Algeria, or a smaller group of destination countries and islands in determining the Caribbean. 3.2.1.4.4.Conclusion (55)In light of the above considerations, a distinction between domestic and foreign package holidays, as well as a distinction between short/medium haul and long haul foreign package holidays could be considered; as however no serious doubts arise as to the compatibility of the Transaction with the internal market on any of these plausible markets, their exact delineation can be left open. (56)Similarly, as no serious doubts arise under any plausible distinction of the product market by destination, it can be left open whether narrower markets for package holidays by destination country, as well as whether by groups of destination countries in Southern Europe, Northern Europe, North Africa, North America and the Caribbean could be considered. 3.2.1.5.Conclusion on product market definition (57)In light of the above considerations, the impact of the Transaction will be assessed on a market for leisure travel in general, as well as on the narrower market for package holidays. (58)The impact of the Transaction on narrower segments of the market for package holidays by holiday type will also be assessed, namely on markets for club package holidays, package holiday stays, tour package holidays and package holidays à la carte.

(59)In addition, the impact of the Transaction on narrower segments of the market for all package holidays based on destination will be assessed, namely on markets for domestic and foreign package holidays, for short/medium haul and long haul foreign holidays, as well as for package holidays to the countries, to which both Parties offer package holidays. The impact of the Transaction on markets for package holidays to groups of countries of destination in Southern Europe, Northern Europe, North Africa, North America and the Caribbean will also be assessed. (60)Last, the impact of the transaction on markets for package holidays segmented by type of product and by destination will be evaluated, as, for example, on markets for tour package holidays to Italy or for package holiday stays to the Caribbean. 3.2.2.Geographic market (61)In its prior decision practice, the Commission has considered that the markets for the supply of package holidays in general, as well as its possible segments for foreign package holidays, for short/medium haul or long haul packages or for package holidays to specific destinations are national.; (62)TUI also submits that the markets for the supply of package holidays are national in scope. In particular, TUI submits that tour operators produce and market package holidays nationally, without substantially differentiating them for customers on a regional basis. Indeed, customers wishing to travel to a certain destination are usually offered the choice of travelling from different French airports. (63)The majority of respondents to the market investigation also submitted that the geographic scope of the market for package holidays is national. A minority of respondents appeared to consider that the geographic market could be broader than national, notably as customers may purchase online package holidays offered in other neighbouring countries. (64)Moreover, the Parties' benchmark their products against those of other tour operators that are active in France and offer package holidays departing from France. This seems to be the case for the industry more generally, as SETO monitors and provides market data on the "French tour operating market", including tour operators active in France. In addition, TUI explains that usually the Parties include exclusivity clauses in their contracts with hotel or club operators in the countries of destination. These clauses, however, are limited to the French market, namely the hotel or club operator undertakes to not provide any services in the French market directly or through suppliers others that the Parties. (65)In light of the above considerations and for the purposes of assessing the Transaction, the Commission concludes that the markets for leisure travel and for package holidays are national in scope. Therefore, the Commission will assess the impact of the Transaction on the various plausible product markets for leisure travel and package holidays from France, as set out in Section 3.2.1.5 above. 3.3.Wholesale supply of airline seats 3.3.1.Product market definition (66)In its prior decision practice, the Commission has defined a separate wholesale market for airline seats, in which supply is represented by airlines and demand by tour operators that purchase individual seats, block seats or entire flights and integrate them in their package holidays. As a consequence, when considering activities of suppliers (airlines), the Commission has defined a separate market for the wholesale supply of airline seats. When considering activities of customers (tour operators), the Commission has defined a separate market for the purchase of airline seats.; (67)The Commission has also considered two distinctions within the market for the wholesale supply of airline seats, based on (i) the type of flights (charter flights vs. all flights, including scheduled flights), and (ii) for foreign destinations, the flight time or distance to destination (short/medium haul vs. long haul). (68)In addition, in line with the approach adopted for the supply of package holidays, the Commission assessed, for the purpose of assessing the Transaction, whether the market for the wholesale supply of airline seats should be further segmented by country of destination. (69)Finally, considering the dense network of more than 160 airports in France and the significance of airports outside of the Paris area, the Commission, for the specific purpose of assessing the Transaction, examined a possible segmentation of the market for the wholesale supply of airline seats by airport of departure. 3.3.1.1.Distinction by type of flights (charter flights vs. all flights) (70)In its prior decision practice, the Commission has considered whether there is a separate market for the supply of block seats or entire flights by charter airlines to tour operators, excluding seats provided by scheduled airlines. (71)TUI submits that the relevant market should not be segmented between charter and scheduled airline seats, since the entry of low-cost carriers and the offering of charter seats by scheduled airlines have blurred the boundaries between the two segments. (72)The majority of respondents to the market investigation indicated that the procurement of seats on charter and scheduled flights should be assessed separately, in line with the Commission's practice. (73)There are therefore indications that the distinction between charter and scheduled flights is still relevant for the market of wholesale supply of airline seats. Nevertheless, for the purpose of this Decision, the Commission considers that the question of the segmentation of the market for the wholesale supply of airline seats by type of flights can be left open, since the Transaction does not raise serious doubts under any plausible product market definition. 3.3.1.2.Distinction between short/medium haul and long haul flights

(74)In its prior decision practice, the Commission has further subdivided the wholesale market for airline seats between short/medium haul and long haul flights, along the same criteria than those used in the context of the supply of travel services. (75)TUI does not express a firm view as to this possible distinction. (76)Respondents to the market investigation do not put forward elements that would question the Commission's practice. (77)Nevertheless, for the purpose of this Decision, the Commission considers that the question of the segmentation of the market for the wholesale supply of airline seats between short/medium haul and long haul flights can be left open, since the Transaction does not raise serious doubts under any plausible product market definition. 3.3.1.3.Distinction by country of destination (78)Similarly to the potential delineation between short/medium haul and long haul destinations, the potential delineation of the market for the supply of package holiday by country of destination may apply to the wholesale market for airline seats. (79)TUI does not provide its view on the plausibility of a product market definition based on the country of destination. (80)Some respondents to the market investigation suggest that a distinction by country or group of countries of destination could be appropriate, notably to differentiate between destinations served by low cost carriers and those served by other scheduled and charter airlines. (81)Nevertheless, for the purpose of this Decision, the Commission considers that the question of the segmentation of the market for the wholesale supply of airline seats by country of destination can be left open, since the Transaction does not raise serious doubts under any plausible product market definition. 3.3.1.4.Distinction by airport of departure (82)In view of the specificities of the traffic of air passengers from France, which is spread over an extensive network of airports across the territory, the Commission considered whether the market for the wholesale supply of airline seats should be segmented by airport of departure. (83)TUI does not provide a clear view on the plausibility of a product market definition based on the airport of departure. (84)The market investigation yielded mixed results as to whether the different airports of departure in France should be assessed separately. There are indications that customers may not regard the different airports of departure as substitutable. For the purpose of this Decision, the Commission considers that the question of the segmentation of the market for the wholesale supply of airline seats by airport of departure can be left open, since the Transaction does not raise serious doubts under any plausible product market definition. 3.3.2.Geographic market definition (85)In its prior decision practice, the Commission has considered that the market for the wholesale supply of airline seats is national in scope, under all plausible product market definitions.; (86)TUI concurs with this geographic market definition. (87)Responses to the market investigation do not contain substantiated elements that would question the Commission's practice. (88)Therefore, for the purpose of this Decision, the Commission considers that the scope of the market for the wholesale supply of airline seats and of any plausible product segments is national (France). 3.4.Supply of destination management services 3.4.1.Product market definition

(89)The Commission has not considered the supply of destination management services in its prior decision practice. (90)TUI does not express a firm view as to whether specialised receptive services offered by destination management companies, such as welcoming customers at airports or bus stations and transporting them to their hotels, form a distinct market. TUI nevertheless refers to destination management companies offering services to tour operators as a specific type of suppliers active in a country of destination. (91)For the purpose of this Decision, the Commission considers that the questions of whether the supply of destination management services constitutes a separate market and of its exact delineation can be left open, since the Transaction does not raise serious doubts under any plausible product market definition. 3.4.2.Geographic market definition (92)The Commission has not considered the geographic scope of the supply of destination management services in its prior decision practice. (93)TUI does not discuss that issue in detail. (94)For the purpose of this Decision, the Commission considers that the question of the geographic scope of the supply of destination management services can be left open, since the Transaction does not raise serious doubts under any plausible […]* market definition. 3.5.Provision of travel agency services 3.5.1.Product market definition (95)In its prior decision practice, the Commission has defined a separate market for the provision of travel agency services. It has divided this market by type of customers, distinguishing between the provision of business travel services and leisure travel services. In addition, the Commission has left open whether the market for the provision of leisure travel services should be further segmented by distribution channel (via outlets or via the Internet) or by type of products (package holidays or independent holidays).; 3.5.1.1.Distinction by distribution channel (96)In its prior decision practice, the Commission has considered whether the markets for the provision of leisure travel services by brick-and-mortar travel agencies and online travel agencies were distinct markets. (97)TUI does not express a firm view as to leisure travel agency services and relies on the Commission's prior decision practice to identify as relevant markets: (i) the overall market for the distribution of leisure travel services, (ii) the market for the distribution of leisure travel services through outlets, and (iii) the market for the online distribution of leisure travel services. (98)The market investigation did not bring conclusive elements on the distinction by distribution channel. (99)For the purpose of this Decision, the Commission considers that the question of the segmentation of the market for the provision of leisure travel services by distribution channel can be left open, since the Transaction does not raise serious doubts under any plausible product market definition. 3.5.1.2.Distinction by type of products (100)In its prior decision practice, the Commission has considered a further distinction between the (offline or online) distribution of package holidays and the (offline or online) distribution of independent holidays, in particular of flights. (101)As for the possible distinction by distribution channel, TUI does not express a firm view as to whether the market for the (offline or online) distribution of leisure travel services should be further segmented by type of products. TUI nevertheless identifies different relevant markets based on the type of products distributed, namely (i) package holidays, (ii) hotel accommodation, and (iii) flights. TUI even considers two further sub-segmentations of each type of products between (iv) domestic and foreign leisure travel services, (vi) within foreign leisure travel services, between short/medium haul and long haul travel services. (102)The market investigation did not bring conclusive elements on the distinction by type of products. (103)For the purpose of this Decision, the Commission considers that the question of the segmentation of the market for the provision of leisure travel services by type of products can be left open, since the Transaction does not raise serious doubts under any plausible product market definition.

3.5.2.Geographic market definition (104)In its prior decision practice, the Commission has generally considered that the market for the provision of travel agency services is national in scope because of linguistic and cultural borders, without excluding the possibility to find regional or local markets.; (105)TUI submits that the geographic scope of the market for the distribution of leisure travel services and of any of its possible segments is national, i.e. France. In particular, TUI claims that the market for the distribution of travel services through outlets should not be viewed as local, due to the significance of the online distribution channel in France and the competitive constraint it exerts on prices, which results in the creation of homogeneous market conditions throughout the French territory. (106)For the purpose of this Decision, the Commission considers that the question of whether the market for the provision of leisure travel services (or any possible segment of it) is local, regional or national can be left open, since the Transaction does not raise serious doubts under any plausible geographic market definition. 4.COMPETITION ASSESSMENT (107)Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess whether a proposed concentration would significantly impede effective competition in the internal market or in a substantial part of it, in particular as a result of the creation or strengthening of a dominant position. (108)The assessment of the compatibility of the Transaction with the internal market will essentially focus on non-coordinated horizontal effects in the leisure travel services markets, including the package holidays markets where the Parties' activities overlap. (109)As the Parties' activities in the provision of travel agency services, in the wholesale supply of airline seats and in the supply of destination management services do not give rise to horizontally affected markets under any plausible market definition, only the vertical relationships arising from these activities will be further assessed in this Decision. (110)Therefore, first, the Commission will assess the horizontal effects of the Transaction through a sectorial overview of the market for the provision of leisure travel services and an analysis of elements common to the assessment of the Transaction that cut across the different product markets (Section 4.1.1), before undertaking a more detailed analysis on a product-by-product basis (Section 4.1.2). Second, the Commission will assess the vertical relationships that the Transaction would bring about (Section 4.2). 4.1.Horizontal overlap: market for the provision of leisure travel services and sub-segments thereof 4.1.1.Sectorial overview and elements common to the assessment of the markets for the provision of leisure travel services 4.1.1.1.Market structure and market evolution (111)The French leisure travel market is highly fragmented with some 150 national and international tour operators offering the French customer package holidays to a large number of short/medium and long haul destinations. (112)According to Euromonitor, the leisure travel sector, comprising the activities of traditional and online tour operators, traditional and online travel agencies, other online travel intermediaries, direct-selling airlines and direct accommodation providers, should generate in 2015 a turnover of approximately EUR 14 billion in France, achieved through the sale of accommodation (EUR 2 billion) cruises (EUR 0.5 billion), flights (EUR 4.5 billion) and package holidays (EUR 7 billion). (113)It should further be noted that the markets for the provision of package holidays are very volatile and subject to trends. Notably, the markets for certain destination countries, such as Tunisia or Turkey, where the Parties' market shares are quite significant, shrunk in the period 2013-2015 by 60% and 44% respectively. (114)Overall, after the Transaction, the merged entity would be the leading tour operator in France. The Commission has considered several elements, which are relevant for the assessment of the effects of the Transaction across the various narrower product markets for package holidays. These elements include closeness of competition between the Parties (Section 4.1.1.2.), the barriers to entry or expansion (Section 4.1.1.3.), the negotiation with travel agents (Section 4.1.1.4.), as well as an assessment of the methodology for estimating market shares (Section 4.1.1.5.) 4.1.1.2.Closeness of competition (115)The Parties claim that TUI and Transat are not closer competitors to each other than to other generalist tour operators, such as Thomas Cook or Karavel/Fram, offering foreign package holidays (clubs and tours) from France. Even if a degree of rivalry exists between the Parties, as does with other tour operators, given that their product offering is often commoditised and appealing to a broad range of customers, tour operators in France would face vigorous competition also from their own distributors, i.e. travel agencies putting together own packages, and suppliers, i.e. airlines and hotel operators having established direct access to the end customers, notably through internet platforms. (116)The Commission assessed in its market investigation the closeness of competition between the offerings of TUI and Transat, as well as the degree of competitive pressure exerted on them by travel agents. (117)As regards the closeness of competition between the offerings of TUI and Transat, from the results of the market investigation it appears that for the supply of package holidays and for most of the additional distinctions by type of holidays (tours, stays, and à la carte), Transat's products are not the most often mentioned alternative to TUI's (and vice-versa). For these products, companies such as Thomas Cook, Karavel/Fram, FTI, Kuoni, Voyamar, or Voyageurs du Monde are alternatively (depending on the product) mentioned as being closer alternatives to TUI than Transat (and closer alternatives to Transat than TUI respectively). The same pattern holds true if markets are further sub-segmented by both product type and country of destination for most affected markets.

(118)Only when assessing the following products did the market investigation not reveal any clear alternative as respondents mentioned many brands: (a)for the supply of leisure travel in general, TUI was considered to be Transat's closest competitor, but the reverse was not true, (b)for TUI's club offering, Transat's LOOK products were deemed closer to TUI's in terms of price, service, or brand image than products of third parties, but when assessing Transat's offering, TUI's products were considered less close than those of third parties. (119)The abovementioned patterns between the Parties and their competitors are also reflected to a meaningful extent in the Parties' internal documents, in particular monitoring data that the Parties develop as market intelligence and which provide insight into the Parties' own perception of the closeness of their various competitors. These documents are relevant as they determine pricing decisions made by the Parties. (120)Indeed, the Parties monitor competition for each of their products, distinguishing by holiday type and destination (e.g. package holiday clubs benchmarked against clubs of competitors in a given destination). In particular, the Parties monitor the prices offered by their competitors on an almost daily basis either via a third-party software called "Vigimilia" or manually for products not present in the Vigimilia data base. Depending on the evolutions of prices, the Parties take actions, including through yield management software, and can modify their prices of a given product. In order to select the products of their competitors against which they benchmark their own products, the Parties, at the beginning of each season visit their competitors’ websites as well as important distributors’ websites. (121)The Commission conducted a detailed assessment of the internal documents showing the Parties' benchmarking of their competitors. From these documents it appears that a vast number of competitors are monitored by each Party. However, in TUI's documents, while Transat is present with respect to each destination assessed by the Commission, for each destination it is always mentioned less often than at least two other players. Similarly, in Transat's documents, TUI is present with respect to almost all destinations, but so is a number of other competitors with TUI mentioned less often than Karavel/Fram and Thomas Cook, and in no destination is TUI referred to alone. (122)The same conclusions apply across product types when considering benchmarking for a given product type, with "Vigimilia" especially used for benchmarking of stays and clubs. Furthermore, these conclusions are also similar when evaluating the results of manual benchmarks for tours, although the Commission notes that the monitoring practices of the Parties for this type of package holidays are less systematic. (123)Having regard to the markets affected by the Transaction, the Commission therefore considers that a considerable number of strong competitors, such as Club Med, Karavel/Fram, Thomas Cook and others, are active and would constrain the merged entity's pricing decisions post-Transaction. (124)As regards the degree of competitive pressure exerted on the Parties by travel agents, in addition to the competition exerted by tour operators, in the Commission's market investigation, a majority of respondents also indicated that package holidays produced and distributed by travel agents by sourcing their own flights, accommodation and various other travel components from various suppliers also compete directly with package holidays produced by tour operators. (125)However, a majority of respondents also considered that in case a tour operator increased its prices, travel agents would generally not be able to credibly and easily (i.e. swiftly and without incurring important additional costs or risks) develop their own offering of package holidays produced in-house to compete. In particular, some respondents indicated that for specific types of package holidays such as stays, travel agents would not have the same negotiating or purchasing capacity as tour operators when securing holiday accommodation from hotel operators or airline seats from airlines. (126)Therefore, the Commission considers that while it may not be excluded that certain travel agents may compete with the Parties when considering the overall market for the supply of leisure travel (including dynamic packages), this would not change the competitive assessment for narrower product markets when distinguishing by holiday type, such as package holiday clubs or stays. Conclusion (127)Overall, taking into account all the evidence available to it, including the results of the market investigation, the Commission considers that TUI and Transat's products are not closer substitutes to each other, than with the products of their competitors. Furthermore, the Commission considers that any degree of competitive pressure exerted on the Parties' activities by travel agents would not change the competitive assessment. 4.1.1.3.Barriers to entry or expansion (128)The Parties put forward that barriers to entry and expansion are low in the highly competitive French tour operator industry characterised by little brand loyalty. A tour operator could be run with generally low levels of capital outlay requirements, asset specificity or proprietary knowledge needed, whilst access to suppliers (airlines, hotels, etc.) can be achieved with ease and at low-cost. The Parties add that notable entrants would include Marco Vasco and NG Travel which are both active in the supply of short/medium and long haul package holidays, as well as non-traditional players (online travel agents, low cost/traditional airlines, direct selling hotel operators, etc.) which increasingly engage in "dynamic packaging". (129)The Commission first considers that the market for the supply of leisure travel is characterised by frequent product launches, which are a key driver of competition in the market. Each year there is a very large number of new package holiday products coming from a wide variety of suppliers. As an example, a shift in travel destination patterns in light of the geopolitical context in North African markets in recent years has meant that tour operators in France have worked to redirect customers towards alternative destinations including Portugal and Spain. Long-haul travel is also on the rise with travellers looking to more exotic destinations in Asia and beyond. (130)The Commission also notes that several new entrants have managed to enter the market for the supply of foreign package holidays in France in the past five years. (131)A majority of respondents to the market investigation indicated that the Transaction would not have a negative impact on barriers to entry or expansion for the supply of leisure travel, the supply of package holidays and for most of the additional distinctions by type of holidays (tours, stays, and à la carte). (132)As concerns the supply of club package holidays, no conclusion can be drawn from the market investigation, with responses equally split. However, the Commission considers that there are examples of tour operators having successfully marketed clubs without relying on branded clubs (e.g., Promovacances), meaning that competing tour operators can successfully market holidays which are akin to a club-stay through independent hotels which offer an animation or entertainment service. The Commission also notes that there has been a significant growth of new "club" entrants since 2013 with Thalasso No. 1 (ôClub), Top of travel (Top Clubs) and NG Travel (Kappa Club and Coralia). The fact that the Parties see these players (and others such as Heliades) as competitors appears also from the internal benchmarking documents previously described in Section 4.1.1.2. (133)For the supply of package holidays if markets are further sub-segmented by destination, tour operators indicated that barriers to entry might increase post-Transaction, while travel agents were split on the issue. In particular, some competitors mentioned that the Transaction may reinforce barriers to entry or expansion in certain countries in the Caribbean (among which Cuba, the Dominican Republic, Costa Rica) or Southern Europe (among which Greece and Spain). However, the Commission notes that especially in Southern Europe several of the abovementioned new entrants now offer package holidays. As for the Caribbean, the Commission notes that a number of international hotel chains are currently developing their infrastructure, therefore providing more accommodation choices for tour operators to choose from when creating package holidays.

Conclusion (134)Considering all evidence available to it, the Commission notes that a number of tour operators entered the French market over the past years. This indicates that it is feasible to overcome the potential barriers to entry and expansion. Moreover, the level of innovation in terms of holiday products and destinations ensures that markets for the supply of leisure travel and package holidays remain dynamic and potential entrants and expanding players are likely to exercise a competitive constraint on the merged entity post-Transaction. 4.1.1.4.Negotiation with travel agents (135)The Parties argue that tour operators face significant countervailing buyer power at distribution level. The distribution of the Parties' products can only happen through third-party travel agency networks and large and powerful retailers; any hypothetical increase in price of what are in fact commodity packaged products, would thus result to a credible threat by these retailers to resort, within a short timeframe, to the products of other tour operators. (136)As regards countervailing buyer power, the Parties add that travel agents have the possibility to stop distributing certain travel products, should a tour operator decide to increase its price. Selectour Afat ceased selling Transat's Look Voyages and Vacances Transat products in 2003, which led to a loss of 50% of Transat sales through the Selectour network in the first two years (before that, 15% of Transat’s sales were made through Selectour, this decision thus amounting to a loss of EUR 25 million in revenues for Transat). (137)Among respondents to the market investigation however, a majority of both tour operators and travel agents considered that travel agents do not dispose of significant negotiating power when buying and distributing leisure travel products from tour operators. (138)Furthermore, while a majority of tour operators consider that travel agents would have the ability to swiftly and easily (i.e. without incurring important additional costs or risks) switch between suppliers in case of price increase, conversely, the majority of travel agents indicate that they do not enjoy this ability. In particular, some travel agents, which distribute their own dynamic products with proportionally less products from tour operators may be less dependent on their suppliers in case of price increase, but other travel agents may still be faced with the need to distribute certain types of products requested by their customers. (139)As a result, it has not been demonstrated to a sufficient degree that travel agents would generally have the ability to exercise significant buyer power to counter potential price increases. (140)Moreover, travel agents are divided when asked whether the Transaction would increase the negotiating power currently held by Parties vis-à-vis travel agents. However, a majority of both tour operators and travel agents confirmed that, if the Parties decided not to distribute leisure travels through multi-brand travel agencies, those agencies would still be able to maintain their activities on the leisure travel retail market. Conclusion (141)Considering all evidence available to it, the Commission estimates that even if TUI and Transat were to jointly distribute their products to travel agents post-Transaction, this is not likely to significantly increase the merged entity's negotiating power in leisure travel markets. Subsequently, any countervailing buying power of the Parties' customers is not likely to be materially affected by the Transaction. 4.1.1.5.Methodology for estimating market shares (142)The Parties have used data produced by SETO to calculate their shares on the market for tour operating services in France and on its possible segmentations. Although SETO members only represent 60% of the overall French tour operating market, based on the information available to it, the Commission considers that SETO data are sufficiently reliable and detailed to give a fair picture of the market positions of tour operators in France. (143)The Parties have submitted market shares on the basis of both turnover and passenger numbers for 2015. The Commission has used such data in previous decisions in the sector. In the light of the size of the various markets identified, which are based on the SETO data and the Parties' best estimates of the markets using publicly available sources, the Commission is of the view that the assessment of market shares and market characteristics is best served by the turnover data in the present case, as this dataset provides a homogeneous and comprehensive approach for the relevant markets. (144)Based on the market definitions outlined in Section 3.2, the Transaction would lead to the following competitive situation. 4.1.2.Market-specific analysis 4.1.2.1.Affected markets (145)On the markets for the supply of leisure travel in general, the supply of package holidays and its plausible distinctions between domestic and foreign and short/medium and long haul package holidays, the Parties' activities would not give rise to any affected market. When considering an additional distinction by type of holidays, two affected markets would arise: supply of short/medium haul club package holidays (along with the wider markets of foreign club package holidays, and all club package holidays) and supply of long-haul package holidays stays. (146)If narrower markets for the supply of all package holidays from France to specific countries of destination are considered, the Transaction would give rise to 12 affected markets. If markets are further sub-segmented by both product type and country of destination, the Transaction would give rise to 30 additional affected markets. (147)If product markets for the supply of package holidays (or the relevant product types) from France to broader groups of destination countries as proposed by the Parties are then considered, the Transaction would give rise to affected markets for the following destinations and types of package holidays: to the Caribbean (tours and stays), to Northern Africa (all package holidays, clubs and tours), to Northern Europe (tours), to Southern Europe (clubs), and to North America (Canada and the USA: all package holidays, tours and stays).

(148)All of the abovementioned affected markets are listed in Table 1 below. Table 1: Affected markets in package holidays by type and destination Affected market TUI market share (%) Transat market share (%) Combined market share (%) Package holiday types to all destinations All clubs [10-20]% [5-10]% [20-30]% All foreign clubs [10-20]% [10-20]% [20-30]% All short/medium haul clubs [10-20]% [5-10]% [20-30]% All long haul stays [10-20]% [5-10]% [20-30]% Canada All package holidays [0-5]% [20-30]% [30-40]% Tours [0-5]% [40-50]% [40-50]% Caribbean Tours [0-5]% [30-40]% [30-40]% Stays [10-20]% [5-10]% [20-30]% Costa Rica Tours [5-10]% [10-20]% [20-30]% Cuba All package holidays [0-5]% [20-30]% [30-40]% Tours [0-5]% [30-40]% [30-40]% Stays [5-10]% [20-30]% [30-40]% Czech Republic Tours [10-20]% [5-10]% [20-30]% Dominican Republic All package holidays [5-10]% [10-20]% [20-30]% Stays [10-20]% [10-20]% [20-30]% Greece All package holidays [10-20]% [5-10]% [20-30]% Clubs [20-30]% [10-20]% [30-40]% Tours [20-30]% [5-10]% [20-30]% Guadeloupe Stays [20-30]% [0-5]% [30-40]% Guatemala Tours [5-10]% [10-20]% [20-30]% Iceland Tours [20-30]% [20-30]% [40-50]% Ireland Tours [0-5]% [30-40]% [30-40]% Italy Clubs [20-30]% [5-10]% [20-30]% Kenya All package holidays [10-20]% [10-20]% [20-30]% Tours [10-20]% [10-20]% [30-40]% Laos All package holidays [10-20]% [5-10]% [20-30]% Tours [20-30]% [10-20]% [30-40]% Martinique Stays [20-30]% [0-5]% [20-30]% Mexico All package holidays [0-5]% [20-30]% [20-30]% Tours [0-5]% [20-30]% [30-40]% Stays [0-5]% [20-30]% [20-30]% Morocco All package holidays [20-30]% [0-5]% [20-30]% Clubs [20-30]% [5-10]% [20-30]% Tours [30-40]% [0-5]% [30-40]% Northern Africa All package holidays [10-20]% [0-5]% [20-30]% Clubs [20-30]% [5-10]% [30-40]% Tours [20-30]% [0-5]% [20-30]% Northern Europe Tours [5-10]% [20-30]% [30-40]% Norway Tours [10-20]% [10-20]% [30-40]% Senegal All package holidays [0-5]% [20-30]% [20-30]% Tours [10-20]% [5-10]% [20-30]% Stays [10-20]% [0-5]% [20-30]% Southern Europe Clubs [20-30]% [10-20]% [30-40]% Spain All package holidays [10-20]% [5-10]% [20-30]% Clubs [20-30]% [10-20]% [30-40]% Tunisia All package holidays [20-30]% [5-10]% [20-30]% Clubs [30-40]% [10-20]% [40-50]% Tours [30-40]% [0-5]% [30-40]% Turkey All package holidays [20-30]% [0-5]% [20-30]% Clubs [20-30]% [5-10]% [30-40]% Tours [20-30]% [0-5]% [30-40]% United States Tours [5-10]% [20-30]% [30-40]% Stays [0-5]% [30-40]% [30-40]% North America (USA and Canada) All package holidays [5-10]% [10-20]% [20-30]% Tours [5-10]% [30-40]% [30-40]% Stays [0-5]% [30-40]% [40-50]% (149)Details on the competitive assessment are provided in each market-specific section below. 4.1.2.2.Package holidays to all destinations – distinction by holiday type (150)After the Transaction, TUI would be the leading tour operator in France. When considering further distinctions in the markets of package holidays by type of holidays, encompassing all destinations, the following markets are affected: Affected market TUI market share (%) Transat market share (%) Combined market share (%) All clubs [10-20]% [5-10]% [20-30]% All foreign clubs [10-20]% [10-20]% [20-30]% All short/medium haul clubs [10-20]% [5-10]% [20-30]% All long haul stays [10-20]% [5-10]% [20-30]% (151)The market shares of the merged entity would remain limited on the markets for the supply of long-haul stays, foreign clubs and clubs overall, and no higher than [20-30]%. In the supply of short/medium haul clubs, the market shares would remain moderate at [20-30]%. (152)While the merged entity would be the market leader in the abovementioned markets, significant competitors such as ClubMed, NG Travel, Thomas Cook, Karavel/Fram, Top of Travel and Thalasso No. 1 are active on these markets and specifically in the supply of short/medium haul clubs. As regards the latter market, in three of the principal destinations in which the Parties are active, namely Turkey, Morocco and Tunisia, TUI and Transat are reducing their presence in view of the political situation in these destinations. (153)Besides, as described in Sections 4.1.1.2 and 4.1.1.3., during the market investigation a majority of respondents confirmed that the Parties do not compete more closely with each other than they do with third parties, and it appears feasible to overcome the potential barriers to entry and expansion on the markets for the supply of leisure travel and for the supply of package holidays in France. (154)Overall, given the moderate market shares of the Parties, the presence of significant competitors and the fact that no material concern was expressed during the market investigation, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns on the markets for package holidays from France to all destinations, when considering the various types of package holidays. Conclusion (155)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to all destinations, under any plausible segmentation by holiday type. (156)The competitive assessments for markets which are further sub-segmented by both product type and country of destination are provided in the following sections. 4.1.2.3.North America (United States of America and Canada) (157)At country level, the following markets are affected: 4.1.2.3.1.United States of America

Affected market TUI market share (%) Transat market share (%) Combined market share (%) Tours [5-10]% [20-30]% [30-40]% Stays [0-5]% [30-40]% [30-40]% (158)The market shares of the merged entity would remain moderate and not higher than [30-40]% on the above markets. (159)In addition, the increment brought upon by the Transaction in the package holiday stays market would be limited at [0-5]%, so that there would be no material Transaction-specific effect in this market. (160)Significant competitors such as Kuoni, JetSet Voyages, Salaun, Euram, Verdie Voyages and Voyamar are active in the supply of package holidays tours from France to the USA. (161)Overall, given the moderate market shares of the Parties, the presence of significant competitors and the fact that no material concern was expressed during the market investigation, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns markets for package holidays from France to the USA, under any plausible segmentation. Conclusion (162)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to the USA, under any plausible segmentation. 4.1.2.3.2.Canada Affected market TUI market share (%) Transat market share (%) Combined market share (%) All package holidays [0-5]% [20-30]% [30-40]% Tours [0-5]% [40-50]% [40-50]% (163)The market shares of the merged entity would remain moderate in the market for all package holidays to Canada, at [30-40]%. In addition, the increment brought upon by the Transaction in this market would be limited to [0-5]%, so that there would be no material Transaction-specific effect in this market. (164)As concerns tours, Transat is a specialist to Canada only because of its parent company Transat A.T. Inc. and the increment brought upon by the Transaction in the market for tours would be limited at [0-5]%, so that there would be no material Transaction-specific effect in this market. (165)Furthermore, there are numerous competitors active in the supply of package holidays and tours from France to Canada, such as Euram, Salaun, Voyamar or Karavel/Fram. (166)Overall, given the moderate market shares of the Parties and the limited increment brought upon by the Transaction, the presence of significant competitors and the fact that no material concern was expressed during the market investigation, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to Canada, under any plausible segmentation. Conclusion (167)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to Canada, under any plausible segmentation. 4.1.2.3.3.North America

Affected market TUI market share (%) Transat market share (%) Combined market share (%) All package holidays [5-10]% [10-20]% [20-30]% Tours [5-10]% [30-40]% [30-40]% Stays [0-5]% [30-40]% [40-50]% (168)When considering package holidays to the USA and Canada together, the market shares of the merged entity would remain limited in the market for overall package holidays, at [20-30]%. (169)As concerns tours to the USA and Canada together, as indicated previously, Transat is a specialist to Canada (and North America as a whole) by virtue of its parent company Transat A.T. Inc. However, this situation is not merger-specific and as mentioned, significant competitors with respect to Canada and the USA remain, such as Salaun and Voyamar. In particular, respondents to the market investigation did not generally indicate that TUI would be closer to Transat (or vice versa) in terms of price, service, or brand image than other competitors active on this market. Furthermore, during the market investigation, a majority of respondents indicated that they expect sufficiently strong competition to prevent the merged entity from raising prices for North America tours. (170)As concerns package holiday stays to the USA and Canada together, the combined share of the Parties reaches [40-50]%. However, the market for package holiday stays in Canada is not affected because TUI is not active in that market. Indeed, the affected market for package holiday stays in North America is only due to (i) the Parties' activities in the affected market for package holiday stays in the USA (which does not raise serious doubts as mentioned above) and (ii) Transat's activities in package holiday stays in Canada (where there is no merger-specific effect since TUI is not active). (171)Furthermore, the increment brought upon by the Transaction in the market for […]* in North America is limited at [0-5]%, so that there would be no material Transaction-specific effect in this market. (172)Overall, given the market shares of the Parties, the presence of significant competitors, the fact that a majority of respondents to the market investigation expects sufficiently strong competition to prevent the merged entity from raising prices for North America tours and that no material concern was expressed regarding the other products, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to North America, under any plausible segmentation. Conclusion (173)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays to the USA and Canada, neither separately nor viewed together as a possible group of countries, under any plausible segmentation. 4.1.2.4.Caribbean (174)At country/island level, the following markets are affected: 4.1.2.4.1.Costa Rica Affected market TUI market share (%) Transat market share (%) Combined market share (%) Tours [5-10]% [10-20]% [20-30]% (175)The market shares of the merged entity on the market for tour package holidays would remain limited at [20-30]%. (176)Significant competitors such as Karavel/Fram, Amerigo or Kuoni are active in the supply of package holidays from France to Costa Rica. (177)Although some competitors have mentioned that the Transaction may reinforce barriers to entry or expansion in Costa Rica, no material concern has been raised beyond the considerations already described in Section 4.1.1.3. (178)Overall, given the limited market shares of the Parties, the presence of significant competitors and the fact that no material concern was expressed during the market investigation, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns markets for package holidays from France to Costa Rica, under any plausible segmentation. Conclusion

(179)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to Costa Rica, under any plausible segmentation. 4.1.2.4.2.Cuba Affected market TUI market share (%) Transat market share (%) Combined market share (%) All package holidays [0-5]% [20-30]% [30-40]% Tours [0-5]% [30-40]% [30-40]% Stays [5-10]% [20-30]% [30-40]% (180)The market shares of the merged entity would remain moderate in the market for all package holidays to Cuba, at [30-40]%. (181)In addition, the increment brought upon by the Transaction in the all package holidays market would be limited at [0-5]%, so that there would be no material Transaction-specific effect in this market. The same would apply to tour package holidays with an increment of only [0-5]%. (182)As concerns package holiday stays from France to Cuba, respondents to the market investigation did not generally indicate that TUI would be closer to Transat (or vice versa) in terms of price, service, or brand image than other competitors active on this market. Furthermore, during the market investigation, a majority of respondents indicated that they expect sufficiently strong competition to prevent the merged entity from raising prices for stays in Cuba. (183)There are numerous competitors active in the supply of package holidays and tours from France to Cuba, such as Empreinte, Kuoni, Karavel/Fram or Havanatour. (184)Although some competitors have mentioned that the Transaction may reinforce barriers to entry or expansion in Cuba, no material concern has been raised beyond the considerations already described in Section 4.1.1.3. The Commission further notes that large international hotel chains are also currently increasing their supply of hotel accommodation specifically in Cuba. (185)Overall, given the market shares of the Parties, the presence of significant competitors, and the fact that a majority of respondents to the market investigation expect sufficiently strong competition to prevent the merged entity from raising prices for stays in Cuba and given that no material concern was expressed regarding the other products, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to Cuba, under any plausible segmentation. Conclusion (186)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to Cuba, under any plausible segmentation. 4.1.2.4.3.Dominican Republic Affected market TUI market share (%) Transat market share (%) Combined market share (%) All package holidays [5-10]% [10-20]% [20-30]% Stays [10-20]% [10-20]% [20-30]% (187)The market shares of the merged entity would remain limited and not higher than [20-30]% on the above markets. (188)Significant competitors such as Vacances Héliades, Exotismes or Karavel/Fram are active in the supply of package holidays from France to the Dominican Republic. (189)Although some competitors have mentioned that the Transaction may reinforce barriers to entry or expansion in the Dominican Republic, no material concern has been raised beyond the considerations already described in Section 4.1.1.3.

(190)Overall, given the limited market shares of the Parties, the presence of significant competitors and the fact that no material concern was expressed during the market investigation, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns markets for package holidays from France to the Dominican Republic, under any plausible segmentation. Conclusion (191)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to the Dominican Republic, under any plausible segmentation. 4.1.2.4.4.Guadeloupe Affected market TUI market share (%) Transat market share (%) Combined market share (%) Stays [20-30]% [0-5]% [30-40]% (192)The market shares of the merged entity would remain moderate at [30-40]% on the package holiday stays market. (193)In addition, the increment brought upon by the Transaction in the package holidays stays market would be limited at [0-5]%, so that there would be no material Transaction-specific effect in this market. (194)Significant competitors such as Exotismes, Nouvelles Iles, or Karavel/Fram are active in the supply of package holidays to Guadeloupe. (195)Overall, given the limited market shares of the Parties and the limited increment brought upon by the Transaction, the presence of significant competitors and the fact that no material concern was expressed during the market investigation, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns markets for package holidays to Guadeloupe, under any plausible segmentation. Conclusion (196)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays to Guadeloupe, under any plausible segmentation. 4.1.2.4.5.Martinique Affected market TUI market share (%) Transat market share (%) Combined market share (%) Stays [20-30]% [0-5]% [20-30]% (197)The market shares of the merged entity would remain moderate and not higher than [20-30]% on the package holiday stays markets. (198)In addition, the increment brought upon by the Transaction in the package holidays stays market would be limited to [0-5]%, so that there would be no material Transaction-specific effect in this market. (199)Significant competitors such as Exotismes, Nouvelles Iles, or Karavel/Fram are active in the supply of package holidays to Martinique. (200)Overall, given the limited market shares of the Parties and the limited increment brought upon by the Transaction, the presence of significant competitors and the fact that no material concern was expressed during the market investigation, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns markets for package holidays to Martinique, under any plausible segmentation. Conclusion

(201)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays to Martinique, under any plausible segmentation. 4.1.2.4.6.Caribbean Affected market TUI market share (%) Transat market share (%) Combined market share (%) Tours [0-5]% [30-40]% [30-40]% Stays [10-20]% [5-10]% [20-30]% (202)When considering package holidays to the Caribbean together, the market shares of the merged entity would remain moderate and not higher than [30-40]% on the above markets. (203)In addition, the increment brought upon by the Transaction in the tours package holidays market would be limited at less than [0-5]%, so that there would be no material Transaction-specific effect in this market. (204)Significant competitors such as Exotismes, Karavel/Fram or Nouvelles Iles are active in the supply of package holidays from France to the Caribbean. (205)Although some competitors mentioned that the Transaction may reinforce barriers to entry or expansion in Cuba, the Dominican Republic, Costa Rica or the Caribbean, no material concern was raised beyond the considerations already described in Section 4.1.1.3. The Commission further notes that large international hotel chains are also currently increasing their supply of hotel accommodation in the Caribbean and specifically in Cuba. (206)Overall, given the market shares of the Parties, the presence of significant competitors and the fact that no material concern was expressed during the market investigation, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to the Caribbean, under any plausible segmentation. Conclusion (207)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays to Costa Rica, Cuba, the Dominican Republic, Guadeloupe, and Martinique, neither separately nor viewed together as part of a possible Caribbean group of islands and countries, under any plausible segmentation. 4.1.2.5.Southern Europe (208)At country level, the following markets are affected: 4.1.2.5.1.Greece Affected market TUI market share (%) Transat market share (%) Combined market share (%) All package holidays [10-20]% [5-10]% [20-30]% Clubs [20-30]% [10-20]% [30-40]% Tours [20-30]% [5-10]% [20-30]% (209)The market shares of the merged entity would remain limited in the market for all package holidays and moderate in the market for tour package holidays to Greece, at [20-30]% and [20-30]% respectively. (210)As concerns club package holidays from France to Greece, where the Parties would reach a combined share of [30-40]%, respondents to the market investigation did not generally indicate that TUI would be closer to Transat (or vice versa) in terms of price, service, or brand image than other competitors active on this market. Furthermore, during the market investigation, a majority of respondents indicated that they expect sufficiently strong competition to prevent the merged entity from raising prices for clubs in Greece.

(211)There are numerous competitors active in the supply of package holidays, clubs and tours from France to Greece, such as notably NG Travel, Club Med, Thomas Cook, Karavel/Fram, Top of Travel and Thalasso No. 1. (212)Although some competitors have mentioned that the Transaction may reinforce barriers to entry or expansion in Greece, no material concern was raised beyond the considerations already described in Section 4.1.1.3. (213)Overall, given the market shares of the Parties, the presence of significant competitors, the fact that a majority of respondents to the market investigation expect sufficiently strong competition to prevent the merged entity from raising prices for clubs in Greece and given that no material concern was expressed regarding the other products, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to Greece under any plausible segmentation. Conclusion (214)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to Greece, under any plausible segmentation. 4.1.2.5.2.Italy Affected market TUI market share (%) Transat market share (%) Combined market share (%) Clubs [20-30]% [5-10]% [20-30]% (215)The market shares of the merged entity would remain moderate in the market for club package holidays to Italy, at [20-30]%. (216)Respondents to the market investigation did not generally indicate that TUI would be closer to Transat (or vice versa) in terms of price, service, or brand image than other competitors active on this market. Furthermore, during the market investigation, a majority of respondents indicated that they expect sufficiently strong competition to prevent the merged entity from raising prices for clubs in Italy. (217)There are numerous competitors active in the supply of package holidays and clubs from France to Italy, such as NG Travel, Héliades, Thomas Cook, Thalasso No. 1 and Karavel/Fram. (218)Overall, given the market shares of the Parties, the presence of significant competitors, the fact that a majority of respondents to the market investigation expect sufficiently strong competition to prevent the merged entity from raising prices for clubs in Italy and given that no material concern was expressed regarding the other products, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to Italy, under any plausible segmentation. Conclusion (219)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to Italy, under any plausible segmentation. 4.1.2.5.3.Spain Affected market TUI market share (%) Transat market share (%) Combined market share (%) All package holidays [10-20]% [5-10]% [20-30]% Clubs [20-30]% [10-20]% [30-40]% (220)The market shares of the merged entity would remain limited in the market for all package holidays to Spain, at [20-30]%.

(221)As concerns club package holidays from France to Spain, respondents to the market investigation did not generally indicated that TUI would be closer to Transat (or vice versa) in terms of price, service, or brand image than other competitors active on this market. Furthermore, during the market investigation, a majority of respondents indicated that they expect sufficiently strong competition to prevent the merged entity from raising prices for clubs in Spain. (222)There are numerous competitors active in the supply of package holidays and clubs from France to Spain, such as NG Travel, Thomas Cook, Karavel/Fram, Top of Travel and Thalasso No. 1. (223)Although some competitors have mentioned that the Transaction may reinforce barriers to entry or expansion in Spain, no material concern has been raised beyond the considerations already described in Section 4.1.1.3. (224)Overall, given the market shares of the Parties, the presence of significant competitors, the fact that a majority of respondents to the market investigation expect sufficiently strong competition to prevent the merged entity from raising prices for clubs in Spain and given that no material concern was expressed regarding the other products, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to Spain, under any plausible segmentation. Conclusion (225)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to Spain, under any plausible segmentation. 4.1.2.5.4.Southern Europe Affected market TUI market share (%) Transat market share (%) Combined market share (%) Clubs [20-30]% [10-20]% [30-40]% (226)When considering package holidays to Southern Europe together, the market shares of the merged entity would remain moderate and not higher than [30-40]% in club package holidays. (227)Significant competitors such as NG Travel, Thomas Cook, Karavel/Fram and Thalasso No. 1 are active in the supply of club package holidays from France to Southern Europe. (228)Although some competitors have mentioned that the Transaction may reinforce barriers to entry or expansion in Greece or Spain, no material concern has been raised beyond the considerations already described in Section 4.1.1.3. (229)Overall, given the moderate market shares of the Parties, the presence of significant competitors and the fact that no material concern was expressed during the market investigation regarding the other products, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to Southern Europe under any plausible segmentation. Conclusion (230)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays to Greece, Italy and Spain, neither separately nor viewed together as part of a possible Southern European group of countries, under any plausible segmentation. 4.1.2.6.Northern Europe (231)At country level, the following markets are affected: 4.1.2.6.1.Iceland

Affected market TUI market share (%) Transat market share (%) Combined market share (%) Tours [20-30]% [20-30]% [40-50]% (232)On the market for tour package holidays from France to Iceland, where the Parties would reach a combined share of [40-50]%, respondents to the market investigation did not generally indicate that TUI would be closer to Transat (or vice versa) in terms of price, service, or brand image than other competitors active on this market. (233)There are numerous competitors active in the supply of tour package holidays from France to Iceland, such as notably Kuoni, Voyageurs du Monde, Jet Tours and Verdié. Moreover, as Iceland is a not very distant European destination, French customers would be able to organise their own holiday to that destination. The independent organisation of holidays exerts therefore significant degree of competitive pressure on the Parties as regards Iceland as a destination. This is demonstrated by the fact that the customers purchasing package holidays from France to Iceland correspond to less than [10-20]% of the total travellers from France to Iceland. (234)Finally, a majority of respondents to the market investigation indicated that they expect sufficiently strong competition to prevent the merged entity from raising prices for tours in Iceland. (235)Overall, given the presence of numerous competitors, the fact that a majority of respondents to the market investigation expect sufficiently strong competition to prevent the merged entity from raising prices for tours in Iceland, and given that no material concern was expressed regarding the other products, the Commission considers that the Transaction is unlikely to lead to any significant competition concerns in the markets for package holidays from France to Iceland under any plausible segmentation. Conclusion (236)In view of the above, and considering all evidence available to the Commission, the Transaction does not raise serious doubts as concerns the markets for package holidays from France to Ic