Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION 
Brussels, 03.04.2020 
C(2020) 2224 final 
PUBLIC VERSION 
 
 
 
 
 
 
gategroup Holding AG 
Sägereistrasse 20   
CH-8152 Glattbrugg  
Switzerland  
Subject: Case M.9546 – GATEGROUP / LSG EUROPEAN BUSINESS 
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of Council Regulation No 139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Contents 
1. THE PARTIES ........................................................................................................4  
1.1. Gategroup .......................................................................................................4  
1.2. LSG EU .........................................................................................................4  
2. THE CONCENTRATION .......................................................................................5  
3. EU DIMENSION .....................................................................................................6  
                                                
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the 
Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of 
'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be 
used throughout this decision. 
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement'). 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other confidential information. The 
omissions are shown thus […]. Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
  
2 4. RELEVANT MARKETS .........................................................................................6  
4.1. In-flight catering services ...............................................................................6  
4.1.1. Product market definition ..................................................................6  
4.1.2. Geographic market definition ............................................................9  
4.1.3. Conclusion ...................................................................................... 10  
4.2. In-flight equipment services ......................................................................... 11  
4.2.1. Product market definition ................................................................ 11  
4.2.2. Geographic market definition .......................................................... 13  
4.2.3. Conclusion ...................................................................................... 13  
4.3. Lounge management services ....................................................................... 14  
4.3.1. Product market definition ................................................................ 14  
4.3.2. Geographic market definition .......................................................... 14  
4.3.3. Conclusion ...................................................................................... 15  
4.4. Ready-made food products ........................................................................... 15  
4.4.1. Product market definition ................................................................ 15  
4.4.2. Geographic market definition .......................................................... 16  
4.4.3. Conclusion ...................................................................................... 16  
4.5. Retail on-board services ............................................................................... 16  
4.5.1. Product market definition ................................................................ 16  
4.5.2. Geographic market definition .......................................................... 17  
4.5.3. Conclusion ...................................................................................... 17  
4.6. Passenger air transport services .................................................................... 17  
4.6.1. Product market definition ................................................................ 17  
4.6.2. Geographic market definition .......................................................... 18  
4.6.3. Conclusion ...................................................................................... 19  
5. COMPETITIVE ASSESSMENT ........................................................................... 19  
5.1. Horizontal non-coordinated effects ............................................................... 19  
5.1.1. Framework for the competitive assessment ..................................... 19  
5.1.2. In-flight catering services ................................................................ 20  
5.1.3. In-flight equipment services ............................................................ 40  
5.1.4. Lounge management services .......................................................... 42  
5.2. Vertical effects ............................................................................................. 43  
5.2.1. Framework for the competitive assessment ..................................... 43  
5.2.2. Vertical relationship between in-flight catering and passenger air 
transport services ............................................................................ 44  
5.3. Conglomerate effects .................................................................................... 47  
  
3 5.3.1. Framework for the competitive assessment ..................................... 47  
5.3.2. In-flight catering services and equipment services ........................... 48  
5.3.3. In-flight catering services and ready-made food products to the 
commercial foodservice sector ........................................................ 51  
5.3.4. In-flight catering services and retail on-board services .................... 53  
5.3.5. Retail on-board services and in-flight equipment services ............... 54  
5.3.6. Retail on-board services and ready-made food products .................. 56  
5.4. Conclusion of the competitive assessment .................................................... 58  
6. PROPOSED COMMITMENTS ............................................................................. 58  
6.1. Framework for the assessment of Commitments ........................................... 59  
6.2. Initial Commitments ..................................................................................... 60  
6.2.1. Description of the Initial Commitments ........................................... 60  
6.2.2. Commission’s assessment of the Initial Commitments .................... 62  
6.3. Final Commitments ...................................................................................... 67  
6.3.1. Description of the Final Commitments ............................................ 67  
6.3.2. Assessment of the Final Commitments ............................................ 68  
6.4. Conclusion on the Final Commitments ......................................................... 69  
7. CONDITIONS AND OBLIGATIONS ................................................................... 69  
8. CONCLUSION...................................................................................................... 70  
 
 
 
  
  
4 Dear Sir or Madam, 
(1) On 14 February 2020 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Gategroup 
Holding AG (“Gategroup”) intends to acquire within the meaning of Article 3(1)(b) 
of the Merger Regulation sole control over parts of the European business of LSG 
Lufthansa Services Holding AG (“LSG”) by way of a purchase of shares and 
selected assets (the “Transaction”). The target of the Transaction, the European 
business of LSG, is referred to as “LSG EU”.   
(2) Gategroup is referred to as the “Notifying Party”. Gategroup (and its controlling 
parents) and LSG EU are collectively referred to as the “Parties”.   
1. THE PARTIES 
1.1. Gategroup 
(3) Gategroup is headquartered in Switzerland and provides airline catering, retail on-
board, equipment services and hospitality products and services to its customers 
globally.  
(4) In the EEA, Gategroup is mainly active in aviation-related services. Through its 
brands Gate Gourmet and Servair, Gategroup provides in-flight catering services, 
which accounted for […] % of its turnover in the EEA in 2018.3 Gategroup also 
provides inter alia (i) on-board services through its brands Gateretail and Dutyfly, 
(ii) packaged food solutions, (iii) equipment services (including the manufacturing) 
to airlines and foodservice providers through its subsidiary deSter and (iv) lounge 
management services in Paris Charles de Gaulle, Frankfurt airport and London 
Heathrow. These activities respectively accounted for […]% of its EEA turnover in 
2018.4 
(5) Gategroup is ultimately jointly controlled by Temasek Holdings Limited (Singapore) 
and RRJ Capital (Hong Kong).5 Temasek is an investment company that owns a 
majority shareholding in Singapore Airlines, which operates passenger flights 
to/from certain European airports, in particular in France, Germany, Italy and the 
Netherlands.6  
1.2. LSG EU 
(6) LSG is headquartered in Germany and is a wholly-owned subsidiary of Deutsche 
Lufthansa AG (“DLH”). DLH is the holding company of Lufthansa Group, an 
aviation group which notably operates Lufthansa, Austrian, Swiss, Eurowings and 
Brussels Airlines. 
(7) LSG EU comprises the European airline and train catering business of LSG, the 
global lounge business of LSG, the European frozen food production of LSG 
                                                
3  Form CO as updated on 9 March 2020, paragraph 28.  
4  Form CO as updated on 9 March 2020, paragraphs 28, 38, 36, 45 and 49.  
5  The acquisition of joint control by Temasek and RRJ Capital was approved by the Commission in a 
decision of 29 August 2019 in case M.9418 – Temasek/RRJ Master Fund III/Gategroup  [to be published]. 
6  Form CO as updated on 9 March 2020, paragraph 53.  
  
5 (operated through the brand Evertaste), the equipment business of LSG (through the 
brand Spiriant) and airport retail services in Germany (through the retail store chain 
Ringeltaube).7 However, they do not include LSG’s airline catering business at UK 
airports,8 nor its retail on-board business (provided under the brand Retail-in-
Motion).   
(8) In-flight catering services represents the largest part of LSG EU’s revenues.9 In 
2018, the Lufthansa Group was the main client of LSG EU, representing 
approximately EUR […] of revenues.10  
2. THE CONCENTRATION  
(9) On 7 December 2019, the Parties entered into a share and asset purchase agreement 
(the “SPA”), pursuant to which Gategroup agreed to acquire all of the shares of the 
entities composing LSG EU.   
(10) In addition, pursuant to the SPA,11 Gategroup and DLH will establish a joint venture 
with respect to the in-flight catering operations at Lufthansa Airline’s hub airports 
Frankfurt and Munich. Gategroup and DLH will respectively hold […]% and […]% 
of the share capital. According to the term sheet for the proposed shareholders’ 
agreement (the “Term Sheet”),12 Gategroup will have sole control over the joint-
venture company (the “JVC”). More specifically, [description of the governance 
structure in relation to the adoption of strategic decisions]. 
(11) In light of the above, the Transaction consists in the acquisition of sole control by 
Gategroup over LSG EU within the meaning of Article 3(1)(b) of the Merger 
Regulation.   
(12) As an inherent part of the proposed Transaction, the Parties have agreed to enter into 
a long-term framework agreement for catering services, through which DLH will 
appoint Gategroup as its catering supplier for Lufthansa Airline’s hubs Munich and 
Frankfurt and outlying airports in Germany (the Framework Agreement for Catering 
Services or “LHCC”)13 for a duration of […] years.14 
(13) DLH Group and LSG EU have also entered into a long-term strategic partnership on 
[date] under which DLH Group will [details on supply sources] source inter alia 
[details on supply sources].15 
                                                
7  Form CO as updated on 9 March 2020, paragraphs 1 and 54 et seq. Ringeltaube offers a wide range of 
products to airlines, airport staff and other members of the travel industry and generated […] turnover in 
2018. 
8  LSG was active in the UK through Alpha LSG Limited, a joint venture with Alpha Flight Group Limited, 
a subsidiary of Dnata. The Commission approved the acquisition of sole control by Dnata over Alpha 
LSG Limited in its decision of 6 March 2020 in case M.9700 – Dnata/Alpha LSG .  
9  Form CO as updated on 9 March 2020, paragraph 57.  
10  Form CO as updated on 9 March 2020, paragraph 56.  
11  Form CO, Annex 1.1 – Share & Asset Purchase Agreement, clause 31.A.  
12  Form CO, Annex 1.3 – JVC Term Sheet .  
13  Form CO, Annex 1.2 – Framework Agreement for Catering Services .  
14  Form CO, Annex 1.2 – Framework Agreement for Catering Services, Clause 31.1. 
15  Form CO as updated on 9 March 2020, footnote 178 and reply of the Parties to the Commission’s request 
for information 15 dated 22 March 2020, Annex A.  
  
6 3. EU DIMENSION  
(14) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million16 in 2018 [Gategroup: […], LSG EU: […]]. The EU-wide 
turnover of each of the undertakings concerned is more than EUR 250 million 
[Gategroup: […], LSG EU: […]]. The Parties do not achieve more than two-thirds of 
their aggregate EU-wide turnover within the same Member State.17 The notified 
operation therefore has an EU dimension pursuant to Article 1(2) of the Merger 
Regulation. 
4. RELEVANT MARKETS 
4.1. In-flight catering services 
4.1.1. Product market definition 
(15) In-flight catering services comprise the provision and delivery of food and beverage 
solutions to airlines, which will be served to passengers on an aircraft during the 
flight. 
4.1.1.1. Past decisional practice  
(16) In previous decisions, the Commission concluded that there exists a separate market 
for in-flight catering services,18 which comprise the provision of the entire range of 
meals for all travel classes (economy/business/first class) for all types of flights 
(short haul/long haul).19 
(17) The Commission also decided in its previous practice20 to leave open the question 
whether a distinction should be made between the provision of in-flight catering 
services by type of suppliers, namely between the so-called “traditional” and “non-
traditional” suppliers.21 
4.1.1.2. The Notifying Party’s view  
(18) The Notifying Party agrees with the Commission’s decisional practice that the 
product market includes all in-flight catering services for all types of flights (short-
                                                
16  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1). 
17  While LSG EU achieved more than two thirds of its EU-wide turnover in Germany, Gategroup does not 
achieve more than two thirds of its EU-wide turnover in any single member state. 
18  See Cases M.9418 – Temasek/RRJ Master Fund III/Gategroup , paragraph 23 [to be published], M.8137 – 
HNA Group/Servair , paragraphs 35, 42; M.6179 - Alpha Flight / LSG Sky Chefs / JV,  paragraph 12.  
19  See M.9418 – Temasek/RRJ Master Fund III/Gategroup , paragraph 23 [to be published], Case M.8137 – 
HNA Group/Servair , paragraph 42. 
20  See Cases M.9418 – Temasek/RRJ Master Fund III/Gategroup , paragraph 23 [to be published], M.8137 – 
HNA Group/Servair , paragraphs 36, 42; M.6179 - Alpha Flight / LSG Sky Chefs / JV,  paragraph 12.  
21  "Traditional" airline catering companies normally provide the entire range of required meals to meet the 
different needs of airline companies, that is, economy/business/first class, hot/cold meals/snacks and 
standard/special meals, both for long and short-haul flights. On the other hand, "non-traditional" caterers, 
(for example, logistic companies acting in joint ventures with branded or non-branded food suppliers) 
while formally acting as suppliers to the "traditional" caterers who bring the food to the aircraft, negotiate 
directly with the airlines on quality and price. 
  
7 haul/long-haul) and that a segmentation between flight classes (i.e., 
economy/business/first class) is not warranted.22  
(19) In addition, the Notifying Party considers that the market for in-flight catering 
services should not be segmented by type of supplier.23  
4.1.1.3. Commission’s assessment 
(20) Although the majority of competitors and customers indicated that customers have 
different requirements for in-flight catering depending on the type of flight,24 the 
majority of customers indicated that they do not purchase in-flight catering services 
for short/medium haul flight separately from in-flight catering services for long haul 
flights.25 The majority of in-flight catering providers consider that in-flight caterers 
can generally provide services on both short/medium haul and long haul flights. In 
that respect, a competitor explained, “ in the production process there is no big 
difference between service short/mid haul and long haul. The only difference is the 
hot kitchen which becomes necessary for a long haul carrier flying with first 
class”.26  
(21) The Commission notes that airline requirements with respect to in-flight catering 
services may differ depending on the type of flight. The Commission further 
observes that the provision of in-flight catering services on long haul flights may 
require additional infrastructure investments in comparison to the supply of such 
services on short/medium haul flights. However, in view of the results of the market 
investigation and in line with its past decisional practice, the Commission considers 
that a segmentation of in-flight catering services by type of flights (short/medium 
haul vs long haul) is not warranted.  
(22) With respect to the possible segmentation of in-flight catering services by type of 
travel class, the majority of customers having replied to the market investigation 
indicated that their requirements for in-flight catering differ depending on the travel 
class (economy/business/first class).27 However, all airlines having responded to the 
market investigation purchase catering services for the different travel classes from 
one single supplier.28 In that respect, an airline explained, “ All classes have a 
different product proposition with regards to equipment, menu and spend. However, 
a single supplier is able to meet our requirements for all travel classes (providing it 
has hot and cold kitchens) ”.29 Some airlines indicated that sourcing from one single 
supplier is “ the most efficient and cost saving ” way, in particular because it allows to 
“avoid multiple visits to aircraft and potential departure delays ”.30 The majority of 
                                                
22  Form CO as updated on 9 March 2020, paragraph 116.   
23  Form CO as updated on 9 March 2020, paragraph 120.  
24  Replies to Q1 – Questionnaire to Competitors, question 11; Q2 – Questionnaire to Customers, question 
13.  
25  Replies to Q2 – Questionnaire to Customers, question 14.  
26  Reply of a competitor to Q1 – Questionnaire to Competitors, question 13.1.  
27  Replies to Q2 – Questionnaire to Customers, question 16. 
28  Replies to Q2 – Questionnaire to Customers, question 17.  
29  Reply of a customer to Q2 – Questionnaire to Customers, question 16.1.  
30  Replies of two customers to Q2 – Questionnaire to Customers, question 17.1.  
  
8 competitors also indicated that while requirements differ between travel classes, this 
does not prevent customers from usually contracting with one single supplier.31  
(23) In view of the results of the market investigation and in line with its past decisional 
practice, the Commission considers that a segmentation of in-flight catering services 
by travel class (economy/business/first class) is not warranted. 
(24) With regard to a possible segmentation of in-flight catering services by type of 
supplier, the market investigation yielded mixed results among competitors as well 
as customers.32 The market investigation indicates that the substitutability of 
traditional and non-traditional suppliers would depend on the requirements of 
airlines.33 A customer considers that “ non-traditional caterers are able to provide 
many of the services offered by traditional caterers. However where the catering 
includes hot food, often logistics firms will partner with traditional caterers so that 
they can provide a seamless end-to-end service ”.34 Some customers and competitors 
explained that non-traditional suppliers would not be a viable alternative for certain 
travel classes (business/first class) or for long haul flights, because “ long haul 
business and first class are typically more complex and therefore that market is 
dominated by traditional catering service providers .”35 By contrast, the distinction 
between traditional and non-traditional suppliers would not be warranted when the 
airline service proposition consists in frozen meals and snacks.36 
(25) For the purpose of this decision, it is not necessary to conclude whether the market 
for in-flight catering services should be segmented by type of supplier, because the 
competitive assessment would remain unchanged since no non-traditional suppliers 
are currently active at the airports where the Parties’ activities overlap and where the 
Transaction creates vertical links.37  
(26) In view of the above considerations and in line with its decisional practice, the 
Commission concludes that the market for the provision of in-flight catering services 
comprises the entire range of meals for all travel classes (economy/business/first 
class) and for all types of flights (short-haul/long-haul).  Furthermore, in view of the 
above considerations and in line with its decisional practice, the Commission 
considers that, for the purpose of this decision, the question whether in-flight 
catering services should be segmented by type of supplier (“traditional” and “non-
traditional” suppliers) can be left open, as this would not change the outcome of the 
competitive assessment.38 
                                                
31  Replies to Q1 – Questionnaire to Competitors, questions 14 and 15.  
32  Replies to Q1 – Questionnaire to Competitors, question 6; Replies to Q2 - Questionnaire to Customers, 
question 7. 
33  Replies to Q1 – Questionnaire to Competitors, question 6.1; Replies to Q2 - Questionnaire to Customers, 
question 7.1. 
34  Reply of a customer to Q2 – Questionnaire to Customers, question 7.1.  
35  Reply of a customer to Q2 – Questionnaire to Customers, question 7.1.  
36  Replies to Q1 – Questionnaire to Competitors, question 6.1.  
37  Replies of the Parties to Question to the Parties 3 dated 4 February 2020, question 25.  
38  See Sections 5.1.1, 5.2 and 5.3 below.  
  
9 4.1.2. Geographic market definition  
4.1.2.1. Past decisional practice  
(27) The Commission has considered in previous decisions that the geographic market for 
in-flight catering services is the relevant airport39 or at most an area comprising 
several airports located in close proximity to each other.40  
4.1.2.2. The Notifying Party’s view 
(28) The Notifying Party considers that that the relevant geographic area to assess 
competition for in-flight catering services may be either the airport level or an area 
comprising several airports.41 In that regard, with respect Germany, the Notifying 
Party considers a catchment area of up to 450 km around a given airport or a travel 
time of up to 10 hours (in a chilled truck) could be considered as the relevant 
geographic market for the provision of in-flight catering services.42 Therefore, the 
Notifying Party submits that the following geographic markets would comprise 
several airports: (i) Frankfurt, Dusseldorf and Cologne-Bonn airports; (ii) Hamburg 
and Hannover airports; (iii) Berlin Tegel, Berlin Schönefeld and Leipzig airports.43    
4.1.2.3. Commission’s assessment  
(29) The majority of customers indicated that they generally source in-flight catering 
services on an airport-by-airport basis.44 The majority of customers and competitors 
consider it important that the supplier of in-flight catering services has production 
facilities in the catchment area of the relevant airport.45 An airline indicated that “ the 
supplier’s proximity to the airport is extremely important to [name of the customer] 
for flexibility, food safety, operational complexity, and service ”.46 Another customer 
explained, “ Aircraft turnaround and loading time is limited. Caterer needs to have 
facilities and proximity [sic] to the airport apron area in order to be able to cater 
aircraft within time limits ”.47 Furthermore, the majority of airlines have negotiated 
the possibility to place last-minute orders up to 60 minutes before the flight 
departure.48 Consequently, the majority of airlines having expressed a view indicated 
that they would accept a transport time of up to one hour between the airport and the 
facility of the caterer.49  
                                                
39  See e.g. Cases M.9418 – Temasek/RRJ Master Fund III/Gategroup , paragraph 26 [to be published], 
M.8137 – HNA Group/Servair , paragraph 50.  
40  In a previous decision, the Commission left open the question whether the relevant geographic market was 
limited to Paris Charles de Gaulle airport or would comprise Paris Charles de Gaulle, Paris Orly and Paris 
Le Bourget airports (Case M.4170 – Lufthansa Service Holding/Gate Gourmet Switzerland , paragraph 
22).  
41  Form CO as updated on 9 March 2020, paragraph 124.  
42  Form CO as updated on 9 March 2020, paragraph 126 and reply of the Parties to the Commission’s 
request for information 3 dated 25 February 2020, question 6.  
43  Form CO as updated on 9 March 2020, paragraph 127.  
44  Replies to Q2 – Questionnaire to Customers, question 18.  
45  Replies to Q1 – Questionnaire to Competitors, question 17; Q2 – Questionnaire to Customers, question 
19.  
46  Reply of a customer to Q2 – Questionnaire to Customers, question 19.1. 
47  Reply of a customer to Q2 – Questionnaire to Customers, question 19.1.  
48  Replies to Q2 – Questionnaire to Customers, question 23.  
49  Replies to Q2 – Questionnaire to Customers, question 22.  
  
10 (30) On the other hand, the majority of airlines that responded to the market investigation 
indicated that they do purchase in-flight catering services from caterers with a 
remote facility located outside of the airport catchment area or at a neighbouring 
airport. In addition, the majority of competitors supply or would supply in-flight 
catering from a remote facility.50 However, some customers explained that they 
prefer to have a supplier with a facility within the catchment area of the relevant 
airport but they might be forced to accept remote catering because of the absence of 
alternative, for example, when the supplier closes its production facility.51 Some 
competitors consider  that catering from a remote facility is possible, but this would 
be a “Far from optimal set-up but possible with some constraints ” and “it gives you 
a bit more stress where there are traffic jams or something is wrong ”. 52  
(31) Considering that that the outcome of the competitive assessment would remain 
unchanged under any of the plausible geographic market definitions,53 the 
Commission considers that it is not necessary to decide whether the geographic 
scope of in-flight catering services is a given airport or a geographic area 
encompassing several neighbouring airports.54 
(32) In view of the above considerations and in line with its previous decisional 
practice,55 the Commission considers that, for the purpose of this decision, the 
geographic market for the provision of in-flight catering services is either the 
airport’s catchment area or at most a geographic area encompassing several 
neighbouring airports, namely (i) Frankfurt, Dusseldorf and Cologne-Bonn airports, 
(ii) Hamburg and Hannover airports, (iii) Berlin Tegel, Berlin Schönefeld and 
Leipzig airports, where the Notifying Party argues that the geographic market is 
broader than the airport’s catchment area. Therefore, the Commission will assess the 
effects of the Transaction on the narrowest plausible geographic market definition 
(i.e. the airport’s immediate catchment area) and on the plausible broader geographic 
areas where the Notifying Party claims that the geographic market definition is 
broader than the airport’s catchment area.     
4.1.3. Conclusion 
(33) In view of the above considerations and in line with its past decisional practice, the 
Commission concludes for the purpose of this decision that the relevant product 
market for in-flight catering services comprises the entire range of meals for all 
travel classes (economy/business/first class) for all types of flights (short-haul/long-
                                                
50  Replies to Q1 – Questionnaire to Competitors, question 18. 
51  Replies to Q2 – Questionnaire to Customers, questions 20 and 21. 
52  Replies of two competitors to Q1 – Questionnaire to Competitors, question 17.1.  
53  Namely for geographic markets defined as the immediate catchment area of an airport or as broader 
geographic areas comprising several neighbouring airports, namely (i) Frankfurt, Dusseldorf, Cologne-
Bonn; (ii) Hamburg, Hannover; (iii) Berlin Tegel, Berlin Schönefeld and Leipzig airports. The Notifying 
Party does not submit that other geographic markets are broader than the immediate catchment area of the 
relevant airport.   
54  As explained in Section 5.1.1 below, the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight catering services under any 
plausible geographic market definition, namely on an airport-by-airport basis or on areas comprising (i) 
Frankfurt, Dusseldorf, Cologne/Bonn airports, (ii) Hamburg and Hannover airports and (iii) Berlin Tegel, 
Berlin Schönefeld and Leipzig airports.  
55  E.g. Cases M.9418 – Temasek/RRJ Master Fund III/Gategroup , paragraph 26 [to be published], M.8137 – 
HNA Group/Servair , paragraph 50.  
  
11 haul) and that the question whether the market for in-flight catering services should 
be segmented by type of supplier can be left open. For the purpose of this decision, 
the Commission leaves open the question whether the relevant geographic market is 
limited to the airport’s catchment area or encompasses several neighbouring airports 
with respect to the following geographic areas that may comprise several airports (i) 
Frankfurt, Dusseldorf and Cologne-Bonn airports, (ii) Hamburg and Hannover 
airports, (iii) Berlin Tegel, Berlin Schönefeld and Leipzig airports, as this would not 
change the outcome of the competitive assessment. 
4.2. In-flight equipment services 
(34) In-flight equipment services comprise the provision of custom-made concepts of a 
range of serving products used on aircraft (such as cutlery, cardboard containers, tray 
settings, tray dressings, bespoke beverage solutions, casseroles, tableware) and on-
board comfort articles (such as sleepwear, amenities and textiles). In-flight 
equipment providers have different business models, some focusing more on service 
aspects (design, consulting, management etc.) without having their own production 
facilities, while others design and manufacture the items in-house.56  
4.2.1. Product market definition 
4.2.1.1. Past decisional practice 
(35) In some previous decisions, the Commission suggested that the provision of in-flight 
equipment services was ancillary to an overall market for in-flight catering services 
and has not distinguished further between these product markets.57 In the case 
EQT/Smurfit Munksjö , the Commission has nevertheless considered a separate 
market for the provision of custom-made concepts of serving products and comfort 
items for airline passengers consisting in the “ provision of various concepts of 
serving products and comfort items for airline passengers, such as plastic serving 
trays, plastic glasses, pillows, blankets, tablecloths, porcelain cups ”.58 
4.2.1.2. The Notifying Party’s view 
(36) The Notifying Party considers that there is no separate market for the provision of 
in-flight equipment services, but that it should rather be considered as ancillary to 
the provision of in-flight catering services.59 The Notifying Party argues that in-
flight equipment products are often “nominated” and supplied by airlines as part of 
the in-flight catering service agreement.60 Moreover, the Notifying Party claims that 
in-flight catering equipment is always purchased with a direct link to the in-flight 
catering business.61 In addition, the Notifying Party reasons that most in-flight 
caterers have in-flight equipment activities ancillary to their core business.62 
                                                
56    Form CO as updated on 9 March 2020, paragraph 137. 
57  See Cases: M.8137 – HNA Group/Servair , footnote 12; M.4170 – LSG Lufthansa Service Holding/Gate 
Gourmet Switzerland , paragraph 12; M.2190 LSG/OFSI , paragraph 10. 
58  See Case M.3699 – EQT/Smurfit Munksjö , paragraph 21. 
59  Form CO as updated on 9 March 2020, paragraph 140. 
60  Form CO as updated on 9 March 2020, paragraph 141. 
61  Form CO as updated on 9 March 2020, paragraph 146. 
62  Form CO as updated on 9 March 2020, paragraph 147. 
  
12 (37) The Notifying Party further submits that should equipment services nonetheless be 
considered a separate market by the Commission, the relevant product market would 
encompass all equipment services for the travel/foodservice industries and not just 
for the in-flight catering industry. According to the Notifying Party, all providers of 
in-flight equipment services (including the Parties) also supply equipment services to 
non-aviation customers, as there is little differentiation between equipment products 
for airlines and non-aviation customers. Moreover, the Notifying Party submits that 
competitors generally supply the full range of equipment and from a customer’s 
perspective, there is no need to source from specialised suppliers.63 
4.2.1.3. Commission’s assessment 
(38) First, the Commission notes that airlines generally purchase in-flight equipment 
services separately from in-flight catering services. In that respect, the Notifying 
Party itself submits that in-flight equipment services are generally not tendered by 
airlines together with in-flight catering services “ but generally tendered separately 
and independent of in-flight catering services contracts ”. The airlines tend to 
purchase in-flight equipment services centrally64 and then make the in-flight 
equipment products available to the in-flight caterer that “will be in charge of 
handling the equipment” and bring it on-board.65 The Notifying Party’s submission 
was confirmed by the majority of customers during the market investigation. The 
majority of airline customers purchase the in-flight equipment services themselves 
and subsequently make the equipment products available to their in-flight caterer.66 
The majority of airline-customers that purchase other services than in-flight catering 
(such as in-flight equipment services) do not typically purchase in-flight catering 
services and other services together from one single supplier. Often, even different 
components of equipment services are tendered individually.67 The majority of 
customers also indicated that they have no problem with purchasing in-flight 
catering services separately from other services such as in-flight equipment services, 
citing flexibility, greater choice, better prices as well as quality of products offered 
as the main reason for sourcing these other services separately from in-flight 
catering.68 
(39) Second, contrary to the Notifying Party’s claim,69 the majority of in-flight caterers 
do not provide in-flight equipment services as ancillary services to their core 
business, or only to a very limited extent.70 None of the Parties’ in-flight catering 
services competitors are among their main competitors with regards to the provision 
of in-flight equipment services.71 
                                                
63  Form CO as updated on 9 March 2020, paragraph 149. 
64  Form CO as updated on 9 March 2020, paragraphs 143-144. 
65  Form CO as updated on 9 March 2020, paragraph 144.  
66  Replies to Q2 - Questionnaire to Customers, question 67; Reply of a competitor to the Commission’s 
request for information dated 5 March 2020, question 3. 
67  Replies to Q2 - Questionnaire to Customers, question 69. 
68  Replies to Q2 - Questionnaire to Customers, question 70. 
69  Form CO as updated on 9 March 2020, paragraph 148. 
70  Replies to Q1 - Questionnaire to Competitors, question 65; Reply of the Parties to the Commission’s 
request for information 6 dated 5 March 2020, question 1. 
71  Reply of the Parties to the Commission’s request for information 6 dated 5 March 2020, question 1.  
  
13 (40) In view of the above considerations, for the purpose of this decision, the 
Commission considers that equipment services are not ancillary to in-flight catering 
services and constitute a relevant separate market. The question whether equipment 
services should be segmented by type of customers can be left open, as the 
Transaction is unlikely to raise competition concerns with respect to the market for 
equipment services, even on a plausible narrower market for in-flight equipment 
services. 
4.2.2. Geographic market definition 
4.2.2.1. Past decisional practice 
(41) The Commission has not previously defined the exact geographic scope of in-flight 
equipment services. In the case EQT/Smurfit Munksjö , the Commission had 
considered the market for custom-made concepts of serving products and comfort 
items for airlines passengers to be either EEA or worldwide in scope, but ultimately 
left the question open in this case.72  
4.2.2.2. The Notifying Party’s view 
(42) The Notifying Party submits that the geographic market for equipment services and 
the narrower market for in-flight equipment services would be worldwide in scope, 
as the main providers of equipment services and in-flight equipment services are 
active globally and there are no barriers to cross-border supply of equipment, as 
airlines tend to procure equipment centrally and comprehensively and even regional 
customisations73 can be provided by suppliers located in other regions.74 
4.2.2.3. Commission’s assessment 
(43) The Commission considers the geographic scope for a market for in-flight 
equipment services to be either EEA- or worldwide for the following reasons: the 
main providers of in-flight equipment services are active globally and airlines tend to 
procure equipment centrally and comprehensively.75   
(44) For the purpose of this Decision, the Commission considers that the geographic 
market definition can be left open as the Transaction would not raise serious doubts 
as to its compatibility with the internal market under any plausible geographic 
market definition, including the narrowest plausible geographic market definition, 
which is EEA-wide. 
4.2.3. Conclusion 
(45) In light of the above and the results of the market investigation, the Commission 
finds the market for the provision of equipment services to be separate from the 
market from in-flight catering services. The question whether in-flight equipment 
services constitute a separate market can be left open, as the Transaction is unlikely 
to raise serious doubts as to its compatibility with the internal market under any 
                                                
72  Case M.3699 – EQT/Smurfit Munksjö , paragraph 24-25, 28. 
73  For instance customised Asian set-up can be provided by suppliers located in Europe (Form CO as 
updated on 9 March 2020, paragraph 156).  
74  Form CO as updated on 9 March 2020, paragraph 156. 
75  Form CO as updated on 9 March 2020, paragraph 156. 
  
14 plausible market definition. For the purpose of this decision, the Commission will 
assess the effects of the Transaction on a plausible narrower product market for in-
flight equipment services. The Commission will also leave open the question 
whether the geographic market is EEA-wide or worldwide and will assess the effects 
of the Transaction under each of the two plausible geographic market definitions.  
4.3. Lounge management services 
(46) Lounge services comprise the provision of a rest area in an airport, typically 
accompanied by additional food, beverage, rest and shower facilities. Lounges may 
be provided by airports, airlines and third-party service providers, and entry is 
typically based on payment of a fee, purchase of a business or first class airline ticket 
or inclusion in a travel membership programme.76 Consequently, lounge 
management services are provided to an airport or to an airline or airline alliance.   
4.3.1. Product market definition  
(47) While the Commission concluded in previous decisions that the provision of lounge 
services is part of an overall market for ground handling services, the Commission 
suggested in its two latest decisions that lounge services constitute a separate product 
market.77  
(48) The Notifying Party considers that lounge services are part of an overall market for 
ground handling services.78   
(49) A horizontally affected market arises only under the narrowest plausible market 
definition comprising a separate market for lounge services at a certain airport.79 
(50) For the purpose of the Decision, the question of whether the relevant product market 
comprises only lounge management services or whether lounge management 
services are part of an overall market for ground handling services can be left open, 
as the Transaction would not raise serious doubts as to its compatibility with the 
internal market under the narrowest plausible market definition.  
4.3.2. Geographic market definition 
(51) The Commission has not previously considered the geographic scope of a separate 
market for lounge management services.  
(52) For the overall market for ground handling services, the Commission considered that 
this market is local and does not extend beyond a single airport or possibly two or 
more neighbouring airports.80 The Notifying Party agrees with the Commission’s 
geographic market definition.81   
                                                
76  Form CO as updated on 9 March 2020, paragraph 168.  
77  See e.g. Cases M.8104 HNA Group/Gategroup , footnote 41; M.7021 Swissport/Servisair , footnote 3; 
M.5830 – Olympic /Aegean Airlines , paragraph 310. 
78  Form CO as updated on 9 March 2020, paragraph 170. 
79  Form CO as updated on 9 March 2020, paragraph 188 et seq. 
80  See e.g. Case M.7021 Swissport/Servisair , paragraph 44. 
81  Form CO as updated on 9 March 2020, paragraph 173. 
  
15 (53) For the purpose of this Decision, the Commission considers that the geographic 
market definition can be left open as the Transaction would not raise serious doubts 
as to its compatibility with the internal market under the narrowest plausible 
geographic market definition (i.e. the catchment area of a single airport). 
4.3.3. Conclusion 
(54) In view of the above considerations, the Commission leaves the question open 
whether there is a separate market for lounge management services or whether 
lounge management services belong to the market for ground handling services, as 
the Transaction is unlikely to raise serious doubts as to its compatibility with the 
internal market, under the narrowest plausible product and geographic market 
definition of lounge management services.  
4.4. Ready-made food products 
(55) Ready-made food products to the commercial foodservice sector comprise ready-
made food products (such as fresh pre-packed sandwiches, snacks, frozen meals, 
etc.) that are supplied, among others, to airlines. In the in-flight catering sector, the 
supply of ready-made food products is sometimes referred to as the supply of 
“convenience products”.82 
4.4.1. Product market definition 
(56) In previous decisions, the Commission found a separate market for ready-made food 
products. It has further considered a possible sub-division of this market by 
customers into the retail sector (supermarkets, open markets and speciality stores) 
and the commercial foodservice sector, the latter of which could further be 
subdivided between commercial (restaurants, snack-bars, hotels, fast-food chains, 
leisure sector) and social (public institutions such as canteens, schools and hospitals) 
segments.83 The question whether within the retail sector and both the commercial 
and social segments of the food service sector, the markets for ready-made foods can 
be further subdivided into frozen foods, chilled foods and fresh foods was left 
open.84  
(57) The Notifying Party does not disagree with the Commission’s decisional practice.85  
(58) In line with its past decisional practice, the Commission considers that, for the 
purpose of this decision, the relevant market is the supply of ready-made food 
products to the commercial foodservice sector. The question whether the market for 
ready-made food products to the commercial foodservice sector should be further 
subdivided by type of products (frozen foods, chilled foods and fresh foods) can be 
left open, as the Transaction would not raise serious doubts as to its compatibility 
with the internal market under any such plausible market definition.86  
                                                
82  Form CO as updated on 9 March 2020, paragraph 157.  
83  See e.g. Cases M.4896 – CVC Capital Partners/Katope International, paragraph 14, M.3658 – 
Orkla/Chips, paragraph 9. 
84  See e.g. Case M.4896 – CVC Capital Partners/Katope International, paragraph 15. 
85  Form CO as updated on 9 March 2020, paragraph 159 et seq. 
86  The Parties’ combined share in the supply of ready-made food products to the commercial foodservice 
sector and its potential segmentations would be below 20% on any plausible geographic market (Form CO 
 
  
16 4.4.2. Geographic market definition 
(59) In previous decisions, the Commission has left open whether the geographic market 
definition of ready-made food products was national or EEA-wide.87 
(60) The Notifying Party considers that the geographic scope of the market for ready-
made food products is likely EEA-wide.88 
(61) Considering that the Transaction is unlikely to raise serious doubts as to its 
compatibility with the internal market under either geographic market definition, the 
Commission considers that the question whether the market for ready-made food 
products to the commercial foodservice sector is national or EEA-wide can be left 
open for the purpose of this decision.89 
4.4.3. Conclusion 
(62) In view of the above considerations and in line with its past decisional practice, the 
Commission concludes that, for the purpose of this decision, the relevant market will 
be considered as the market for ready-made food products to the commercial 
foodservice sector. It can be left open whether the market should be further 
subdivided by type of products (frozen foods, chilled foods and fresh foods)  as well 
as whether the geographical scope is national or EEA-wide, as the Transaction 
would not raise serious doubts as to its compatibility with the internal market under 
any plausible market definition. 
4.5. Retail on-board services 
(63) Retail on-board services comprise the provision of shopping services during the 
flight, such as snacks and duty-free goods.  
4.5.1. Product market definition 
(64) In previous decisions, the Commission left open the question whether the market for 
retail on-board services should be segmented by type of product, namely snacking 
products and duty-free products.90 
(65) The Notifying Party agrees with the previous decisional practice of the Commission 
and considers that the exact product market definition can be left open.91  
(66) In line with the Commission’s past decisional practice, the Commission considers 
that, for the purpose of this decision, the question whether the market for retail on-
                                                                                                                                                
as updated on 9 March 2020, paragraph 193, Reply of the Parties to request for information 18 to the 
Parties dated 30 March 2020, question 1). The potential conglomerate effects related to the Parties’ 
activities in ready-made food products are analysed in Sections 5.3.3 and 5.3.6 below. 
87  See e.g. Case M.4896 – CVC Capital Partners/Katope International, paragraph 19. 
88  Form CO as updated on 9 March 2020, paragraph 167. 
89  The Parties’ combined share in the supply of ready-made food products to the commercial foodservice 
sector and its potential segmentations would be below 20% on any plausible geographic market (Form CO 
as updated on 9 March 2020, paragraph 193). The potential conglomerate effects related to the Parties’ 
activities in ready-made food products are analysed in Sections 5.3.3 and 5.3.6 below. 
90  See e.g. Cases M.9418 – Temasek/RRJ Master Fund III/Gategroup , paragraph 30 [to be published]; 
M.8137 – HNA Group/Servair , paragraph 27.  
91  Form CO as updated on 9 March 2020, paragraph 132. 
  
17 board services should be segmented by type of product (i.e. between snacking and 
duty-free products) can be left open, as the Transaction would not raise serious 
doubts as to its compatibility with the internal market under any plausible market 
definition mentioned above.92  
4.5.2. Geographic market definition 
(67) In previous decisions, the Commission concluded that the market for retail on-board 
services was at least EEA-wide and left open whether the relevant geographic 
market was global.93 
(68) The Notifying Party agrees with the previous decisional practice of the Commission 
and considers that the geographic scope of retail on-board services is at least EEA-
wide.94  
(69) Considering that the Transaction is unlikely to raise serious doubts as to its 
compatibility with the internal market under any of the plausible geographic market 
definitions above and in line with its past decisional practice, the Commission 
considers that the question whether the market for retail on-board services is EEA-
wide or worldwide can be left open for the purpose of this decision.95  
4.5.3. Conclusion 
(70) In view of the above considerations and in line with its past decisional practice, the 
Commission concludes that, for the purpose of this decision, it can be left open 
whether retail on-board services should be segmented by type of product (snacking 
and duty-free products) and whether the geographic market is EEA-wide or 
worldwide, as the Transaction would not raise serious doubts as to its compatibility 
with the internal market under any plausible market definition.  
4.6. Passenger air transport services 
(71) Gategroup is co-controlled by Temasek, which holds a majority shareholding in 
Singapore Airlines, active in passenger air transport services.96  
4.6.1. Product market definition  
(72) In previous decisions, when assessing vertical relationships,97 the Commission 
considered that there is an overall market for passenger air transport services, but left 
                                                
92  The Parties do not overlap in the supply of retail on-board services (as explained in Section 2 above, the 
retail on-board business of LSG is not part of the Transaction). However, the Transaction leads to 
conglomerate effects that are assessed in Sections 5.3.4 to 5.3.6 below.  
93  See e.g. Cases M.9418 – Temasek/RRJ Master Fund III/Gategroup , paragraph 33 [to be published]; 
M.8137 – HNA Group/Servair , paragraph 33.  
94  Form CO as updated on 9 March 2020, paragraph 134. 
95  The Parties do not overlap in the supply of retail on-board services (as explained in Section 2 above, the 
retail on-board business of LSG is not part of the Transaction). However, the Transaction leads to 
conglomerate effects that are assessed in Sections 5.3.4 to 5.3.6 below.  
96  Form CO as updated on 9 March 2020, paragraph 53.  
97  More specifically, the Commission considered that the specificities of in-flight catering, and in particular 
the fact that airlines do not procure in-flight catering on a route-by-route basis, do not warrant a definition 
of the market for passenger air transport on a route-by-route basis for the purpose of assessing vertical 
 
  
18 open whether this market might be further sub-segmented into scheduled and charter 
flights or into “time-sensitive” and “non-time-sensitive passengers.98  
(73) The Notifying Party agrees with the previous decisional practice of the Commission 
and considers that the for the purpose of assessing vertical relationships, there is no 
need to distinguish between time-sensitive and non-time-sensitive passengers or 
between charter and scheduled flights because an airline’s demand for in-flight 
catering or retail-on-board products is a function of total passenger numbers, 
irrespective of the time-sensitivity of those passengers.99 
(74) In line with its past decisional practice, Commission considers that, for the purpose 
of this decision and the assessment of the vertical relationship between the Parties’ 
activities in in-flight catering and passenger air transport, the relevant market is an 
overall market for passenger air transport services. The question whether the market 
for passenger air transport services should be segmented into charter and scheduled 
flights or “time-sensitive” and “non-time-sensitive” passengers can be left open, as 
the Transaction would not raise serious doubts as to its compatibility with the 
internal market under any such plausible market definitions.100  
4.6.2. Geographic market definition  
(75) In previous cases involving a vertical relationship between in-flight catering and 
retail on-board services on the one hand and passenger air transport services on the 
other hand, the Commission found that airlines procure in-flight catering and retail 
on-board services on an airport-by-airport basis and not on a route-by-route basis. 
Therefore, it was considered necessary to look at the market share of the particular 
airline into the total demand for in-flight catering services at the relevant airport (i.e. 
for every route to or from the relevant airport) instead of making a route-by-route 
assessment.101 
(76) The Notifying Party agrees with the Commission’s decisional practice and submits 
that the relevant geographic market for the assessment of the vertical relationship 
between Singapore Airlines’ passenger air transport services and the provision of in-
flight catering is an airport-by-airport approach (i.e. every route to or from a given 
airport).102  
(77) In line with its past decisional practice, the Commission considers that, for the 
purpose of this decision and the assessment of the vertical relationship between the 
Parties’ activities in in-flight catering and passenger air transport, the geographic 
market for the provision of passenger air transport services comprises every route to 
or from a given airport. The Commission will therefore assess the vertical effects of 
the Transaction on an airport-by-airport approach. 
                                                                                                                                                
links between in-flight catering services and passenger air transport. See e.g. case M.8137 – HNA/Servair , 
paragraph 61. 
98  See e.g. Cases M.8104 – HNA Group/Gategroup , paragraph 35; M.8137 – HNA Group/Servair , paragraph 
58; M.9418 – Temasek/RRJ Masterfund III/Gategroup , paragraph 34 [to be published].  
99  Form CO as updated on 9 March 2020, paragraph 178 et seq. 
100  The vertical relationships between the activities of Singapore Airlines in passenger air transport and the 
activities of LSG EU in in-flight catering are assessed in Section 5.2. below.  
101  See Cases M.9418 – Temasek/RRJ Mastefund III/Gategroup,  paragraph 39 [to be published]; M.8137 – 
HNA Group/Servair , paragraph 61; M.8104 – HNA Group/Gategroup,  paragraph 37. 
102  Form CO as updated on 9 March 2020, paragraphs 183 and 184. 
  
19 4.6.3. Conclusion 
(78) In view of the above considerations and in line with its past decisional practice, the 
Commission concludes that, for the purpose of this decision, the relevant market is 
an overall market for passenger air transport services to or from a given airport. The 
question whether the product market should be further segmented into charter and 
scheduled flights or “time-sensitive” and “non-time-sensitive” passengers can be left 
open, as the Transaction would not raise serious doubts as to its compatibility with 
the internal market under any plausible market definition.103 
5. COMPETITIVE ASSESSMENT  
5.1. Horizontal non-coordinated effects104 
5.1.1. Framework for the competitive assessment 
(79) Effective competition brings benefits to consumers, such as low prices, high quality 
products, a wide selection of goods and services, and innovation. Through its control 
of mergers, the Commission prevents mergers that would be likely to deprive 
customers of those benefits by significantly increasing the market power of firms.105 
(80) 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. The notion of "significant 
impediment to effective competition" must be interpreted as extending, beyond the 
concept of dominance, to the anticompetitive effects of a concentration resulting 
from the non-coordinated behaviours of undertakings which do not have a dominant 
position on the market concerned.106 
(81) As regards its non-coordinated effects, a merger presenting horizontal overlaps may 
significantly impede effective competition in a market, even if it does not result in 
the creation or strengthening of a dominant position, by removing important 
competitive constraints and influencing parameters of competition.107 
(82) The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant non-coordinated effects are likely to result from a merger, 
such as the large market shares of the merging firms, the fact that merging firms are 
close competitors, the limited possibilities for customers to access to the services 
                                                
103  The relevant geographic markets are the airports where LSG EU is active in the upstream market for in-
flight catering services and where Singapore Airlines provides passenger air transport (downstream 
market). Therefore, the relevant geographic markets are: Dusseldorf, Frankfurt, Berlin Tegel, Munich, 
Rome Fiumicino and Milan Malpensa airports. 
104  An analysis of coordinated effects is unnecessary, as it would not change the outcome of the competitive 
assessment for the markets in relation to which the Decision has raised serious doubts based on non-
coordinated effects. In the other horizontally affected markets, the Commission has not found plausible 
indications of coordinated effects.        
105  Commission Guidelines on the assessment of horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings (the “Horizontal Merger Guidelines”, OJ C 31, 5.2.2004), 
p.5, paragraph 8.  
106  Recital 25 of the Merger Regulation.  
107  Horizontal Merger Guidelines, paragraph 8.  
  
20 provided by the parties and their competitors and the fact that the merger would 
eliminate an important competitive force.108  
(83) It is in light of the principles set out above that the Commission must analyse 
whether and to what extent the Transaction may raise serious doubts as to its 
compatibility with the internal market due to its horizontal non-coordinated effects.  
5.1.2. In-flight catering services 
5.1.2.1. Introduction 
(84) The Notifying Party submits that the competitive concerns that might arise due to the 
Transaction are being mitigated by (i) the bidding nature of the market, (ii) the 
presence of strong competitors on the markets, (iii) the ease of switching between in-
flight catering suppliers and (iv) the evolution of airline catering needs.  
(A) Market shares are a reliable indicator in in-flight catering bidding market 
(85) The Parties submit that the in-flight catering services market is a bidding market, as 
nearly all in-flight catering products are awarded through competitive tenders, issued 
on a regular basis by airlines. The parties argue that, in line with previous 
Commission decisions, “ in bidding markets, market shares are an imperfect proxy 
for establishing the effective market strength of parties ”, due to quick shifts in large 
volumes of business.109 According to the Parties, the mere aggregation of market 
shares would overstate the strength of the combined entity.110 
(86) While the results of the market investigation show that most airlines launch tender 
processes for in-flight catering contracts, airlines also do negotiate contracts with 
suppliers bilaterally.111 More importantly, several airlines indicated that launching a 
tender is sometimes futile because there is only one (viable) caterer active at the 
particular airport.112 In that respect, the bidding data submitted by the Parties shows 
that caterers not yet present at the airport generally do not bid on contracts covering 
that airport.113 It thus cannot be argued that competitors not yet active at a given 
airport are potential bidders that would exert a competitive pressure on the Parties 
post-Transaction.  
(87) Therefore, in view of the above considerations, the Commission considers that 
market shares are a reliable indicator of the actual market position of the Parties at 
the relevant airports over the past years. 
(88) With respect to German airports, the Parties have submitted their market share 
estimates for each airport or certain geographic areas which, in the Parties’ view, 
comprise several airports, in two versions: including and excluding captive sales. 
Prior to the merger, all sales of LSG to the Lufthansa Group were internal, i.e. 
captive sales. As explained in paragraph (12) above, Gategroup will enter into a 
                                                
108  Horizontal Merger Guidelines, paragraphs 26 et seq. 
109  Based on Commission decision in Case M.8137 – HNA Group/Servair , paragraph 84. For completeness’ 
sake: This analysis related to the retail on-board services market, not the in-flight catering services market.  
110  Form CO as updated on 9 March 2020, paragraph 203. 
111  Replies to Q2 – Questionnaire to Customers, question 30. 
112  Replies to Q2 – Questionnaire to Customers, questions 30, 39-40 and 43.2.1. 
113  Tender data submitted by Gategroup in an email sent by [name] on 19 September 2019, 2.20 pm. 
  
21 long-term supply contract with Lufthansa for the hub airports Frankfurt and Munich, 
as well as outlying German airports. In the absence of this long-term agreement, the 
demand of the Lufthansa Group airlines could have been part of the contestable 
market. Therefore, the Commission will take account of the formerly captive sales 
between LSG and the Lufthansa Group airlines in the calculation of the merged 
entity’s share at German airports or broader geographic areas comprising several 
airports. However, the competitive assessment will remain unchanged, should 
formerly captive sales be excluded from the calculation of the merged entity’s 
market share post-Transaction, notably since the merged entity shares without 
(formerly) captive sales would remain high at these airports or in these broader 
geographic areas and the merged entity would not face sufficient competition 
constraint post-Transaction. With respect to the Amsterdam airport, where the 
Parties’ activities in in-flight catering services overlap, the Commission assessment 
will exclude the captive sales between KCS and the KLM group which are not part 
of the contestable market, as these sales between KCS and the KLM group were 
captive sales pre-Transaction and will remain captive post-Transaction.  
(B) Barriers to entry 
(89) According to the Parties, barriers to entry in the in-flight catering business are 
low.114 
(90) The market investigation has shown however that significant barriers to entry exist 
regarding the market for in-flight catering services. Replies were mixed amongst 
competitors regarding the question how difficult it is for a company already 
providing in-flight catering services at certain airports to enter an airport at which it 
does not operate,115 whereas the majority stated that it would be relatively or very 
difficult for a company not already active in in-flight catering services to start doing 
so.116 
(91) According to respondents, depending on which airport a company intends to start 
providing catering services at, a relatively high degree of assets or knowledge are 
necessary to start doing so. These include e.g. available spaces and/or facilities for a 
catering unit close to the airport, experience and knowledge in the catering industry, 
experienced staff, high-loaders & trucks, specific IT-infrastructure as well as kitchen 
equipment, some of which are scarce resources or require a relatively high upfront 
investment.117 In addition, entering a new airport will only be viable if a critical 
number of customers will award the new supplier a contract from day one of 
operation.118 
(92) Competitors further stated that depending on whether entering a hub- or non-hub 
airport, it would take between six months and two years to set up a business at a new 
airport and even longer if the company was not previously active in the provision of 
in-flight catering services.119 The complexity and timeframe of entry is further 
                                                
114  Form CO as updated on 9 March 2020, paragraph 211. 
115  Replies to Q1 – Questionnaire to Competitors, question 40. 
116  Replies to Q1 – Questionnaire to Competitors, question 39. 
117  Replies to Q1 – Questionnaire to Competitors, question 37; Replies to Q2 – Questionnaire to Customers, 
questions 45 and 47. 
118  Replies to Q2 – Questionnaire to Customers, questions  45 and 47. 
119  Replies to Q1 – Questionnaire to Competitors, questions 41 and 42. 
  
22 exacerbated by the fact that many airlines have multi-airport-contracts with in-flight 
caterers, which for a new entrant might require simultaneous entry at several 
airports.120 The geographic footprint (i.e. prior presence of the supplier at the 
relevant airport) as well as the (size of the) existing network of the supplier were 
both named as important criteria for airlines when selecting an in-flight catering 
services supplier.121 Prior presence at an airport is therefore a major advantage to a 
supplier of in-flight catering services and lack thereof constitutes a significant barrier 
to entry. Correspondingly, analysing the Parties’ recent tendering data, it can be 
observed that competitors generally do not bid at airports where they are not already 
active.122 The majority of customers that replied to the market investigation also did 
not expect new entries in the coming five years into the market for the supply of in-
flight catering services in the EEA.123 
(C) Switching suppliers 
(93) According to the Parties, switching suppliers in the in-flight catering services market 
is easy. The Parties state that airlines usually make no purchase commitment and can 
often terminate the contract with little notice and at no significant cost. Moreover, 
the Parties submit that barriers to entry are low and that airlines are able and willing 
to introduce and sponsor new entrants for in-flight catering services to an airport. In 
addition, the Parties claim that airlines could further exercise significant constraints 
on in-flight caterers due to the possibility of switching back to in-house sourcing or 
switching to return-catering (meaning aircraft are catered and loaded at a given 
airport with sufficient catering to last for several flight legs), the latter of which 
would allow airlines to not use any caterer at a particular airport and supply their 
aircraft with catering from their central hub instead.124 
(94) The parties provide recent examples of airlines switching their in-flight caterers, 
such as British Airways’ and Iberia’s switch to Do&Co for their hubs in London and 
Madrid, [customer]’s switch from LSG to Gategroup at Rome Fiumicino Airport and 
[customer] switching from Gategroup to LSG at Amsterdam Schiphol Airport.125 
Indeed, the majority of customers responding to the Commission’s market 
investigation confirmed that they have switched their in-flight catering services 
supplier in the last five years. However, some airlines point towards the exit of their 
previous supplier, leaving them no choice but to switch despite higher prices.126 
(95) Although in past decisions, the Commission indicated that switching suppliers in the 
in-flight catering market was relatively easy,127 the market investigation has revealed 
that this is no longer the case. In fact, the majority of customers responding to the 
Commission’s market investigation expressed the view that it was relatively or very 
difficult for an airline to switch to a different supplier. The reasons for this ranged 
                                                
120  Replies to Q2 – Questionnaire to Customers, question 27. 
121  Replies to Q2 – Questionnaire to Customers, question 32. 
122  Tender data submitted by Gategroup in an email sent by [name] on 19 September 2019, 2.20 pm 
123  Replies to Q2 – Questionnaire to Customers, question 44. 
124  Form CO as updated on 9 March 2020, paragraphs 210-214. 
125  Form CO as updated on 9 March 2020, paragraph 211. 
126  Reply of a Customer Q2 – Questionnaire to Customers, question 40. 
127  See Case M.4170 –  LSG Lufthansa Service Holding/Gate Gourmet Switzerland , paragraphs 32-33. 
  
23 from a lack of alternative suppliers and capacity constraints in some markets to the 
time and additional investments needed by the airline to switch suppliers.128 
(96) Furthermore, the case of Do & Co in Heathrow and Madrid cannot be seen as a 
normal switching, as it is a case of sponsoring entry at a hub airport by the hub 
carrier, therefore guaranteeing a high volume. Similarly, the case of [customer]’s 
switch from LSG to Gategroup at Rome Fiumicino Airport is special, as [customer] 
owns the kitchen and other infrastructure, which it lets to the caterer. Therefore, 
these examples of switching work only in hub airports for the hub carrier, and cannot 
be cited as a general possibility at all airports.  
(97) The majority of customers also stated that it was impossible or difficult for an airline 
to switch to source in-flight catering services in-house, citing the lack of experience 
and infrastructure, high investment-costs as well as different business models as the 
main reasons129. The majority of customers responding to the market investigation 
have also not switched to in-house catering services in the past130. In fact, only one 
airline, Finnair, has done this for their entire in-flight catering needs in the EEA 
according to the market-investigation.131  
(98) Similarly, while responses by customers as to whether it would be feasible for an 
airline to sponsor the entry of a supplier of in-flight catering services in the EEA at 
which it does not operate yet were mixed,132 the majority of airlines was not aware 
of any airline doing so in the past other than IAG and many airlines expressed the 
view that they have never considered this as an option.133 The majority of customers 
also currently does not deem it feasible to switch to return-catering for long-haul 
flights.134 
(D) Competitors on the market 
(99) According to the Parties, they face strong competition regarding the provision of in-
flight catering services from several large and internationally active operators such 
as Newrest, Do&Co and dnata. All of them provide a wide range of in-flight catering 
services. In addition, competitors do not only rely on their own infrastructure and 
presence at particular airports, but frequently enter into joint venture agreements 
(such as Newrest and Servair in Belgium). The Parties moreover argue that they face 
additional pressure from non-traditional suppliers.135  
(100) The Commission considers companies such as Newrest, Do&Co and Dnata as viable 
competitors with regards to the provision in-flight catering services in the EEA. 
Considering that the geographic scope of in-flight catering services is local (i.e. the 
catchment area of an airport or an area comprising several neighbouring airports), 
the Commission will assess the competitive constraint exerted by competitors on the 
relevant geographic market, taking account of potential entry.  
                                                
128  Replies to Q2 – Questionnaire to Customers, questions 39-39.1. 
129  Replies to Q2 – Questionnaire to Customers, question 41. 
130  Replies to Q2 – Questionnaire to Customers, question 42. 
131  Replies to Q2 – Questionnaire to Customers, question 42. 
132  Replies to Q2 – Questionnaire to Customers, question 45. 
133  Replies to Q2 – Questionnaire to Customers, questions 45-46. 
134  Replies to Q2 – Questionnaire to Customers, question 36. 
135  Form CO as updated on 9 March 2020, paragraphs 206-209. 
  
24 (E) Negotiation power of customers 
(101) The market investigation has shown that contrary to the Parties’ assertion, depending 
on the airport in question, the negotiation power of customers vis-à-vis in-flight 
caterers is limited. In particular, if there is no alternative supplier present at a given 
airport, airlines would only have two options: threatening them that they would 
switch to in-house catering, as explained in paragraph (97) above, or to return-
catering (see paragraph (93)). In particular, resorting to return-catering in a 
destination airport (or several) is not likely to be an option because, by switching to 
return-catering in those airports, the airline would lose the efficiencies and 
economies of scale linked to the purchase of in-flight catering services for the 
numerous flights departing from its hub/base airport. In addition, the majority of 
customers responding to the market investigation having expressed a view stated that 
the merged entity will have the ability and incentive to foreclose competitors by 
inciting an airline to conclude multi-airport contracts post-Transaction by leveraging 
its position at the overlap airports where the merged entity’s position will be 
strengthened. 
(F) Conclusion 
(102) The Commission will assess the horizontal effects of the Transaction in the market 
for in-flight catering on the relevant geographic markets, taking account of the 
general characteristics of in-flight catering services in the EEA described in the 
sections above. 
5.1.2.2. Berlin Tegel 
(103) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Berlin Tegel airport. The evolution of the market shares of the 
Parties and their competitor at Berlin Tegel airport during the period from 2016 to 
2018 is set out in the table below.  
Table 1 - Market shares for in-flight catering services at Berlin Tegel airport 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [0-5]% […] [10-20]% […] [20-30]% 
LSG EU […] [70-80]% […] [70-80]% […] [60-70]% 
Combined […] [80-90]% […] [80-90]% […] [80-90]% 
Do&Co […] [20-30]% […] [10-20]% […] [10-20]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.5(a) 
(104) As shown in the table above, the proposed Transaction would lead to a combined 
market share of [80-90]% in the provision of in-flight catering services at Berlin 
Tegel airport.  
(105) The Commission considers that post-Transaction, the merged entity would face 
limited competition at Berlin Tegel airport, because Do&Co will be the only 
remaining competitor with a market share of [10-20]%. The respondents to the 
market investigation gave mixed replies as to whether the merged entity would have 
  
25 the ability to restrict the expansion or the entry of competitors post-Transaction at 
Berlin Tegel airport.136  
(106) The majority of competitors having expressed a view consider that the Transaction 
will have a negative impact on the market for in-flight catering services at Berlin 
Tegel airport.137 However, the views of customers as to whether the Transaction 
would have a negative impact on in-flight catering services at Berlin Tegel are 
mixed.138 A customer indicated that the proposed transaction “ would likely have a 
negative impact on cost and service quality levels, particularly at the following 
airports stations in the EEA: Berlin (TXL) ”.139 Respondents that consider that the 
impact of the Transaction would not be negative did not further substantiate their 
reply. 
(107) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry at Berlin Tegel airport.140 More 
specifically, a customer explained that “An incumbent (or purchaser) in limited size 
markets can impact competitors primarily due to volume (i.e. if there is not enough 
volume, competitors may be reluctant to enter the market)”.141 The Commission 
therefore notes the lack of entry projects that would defeat or deter the 
anticompetitive effects of the Transaction on the market for in-flight catering 
services at Berlin Tegel airport.  
(108) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Berlin Tegel airport, since the Transaction would create a 
dominant position for Gategroup.  
5.1.2.3. Berlin Tegel/Berlin Schönefeld/Leipzig 
(109) The Transaction also leads to a horizontal overlap between the Parties’ activities in 
in-flight catering on a geographic market encompassing Berlin Tegel/Berlin 
Schönefeld and Leipzig airports since Gategroup is active in Berlin Tegel, Berlin 
Schönefeld and Leipzig airport and LSG EU is active in Berlin Tegel. The evolution 
of the market shares of the Parties in this geographic market during the period from 
2016-2018 is set out in the table below.  
                                                
136  Replies to Q1 – Questionnaire to Competitors, question 47; Q2 – Questionnaire to Customers, question 
49.  
137  Replies to Q1 – Questionnaire to Competitors, question 52. 
138  Replies to Q2 – Questionnaire to Customers, question 54.  
139  Reply of a customer to Q2 – Questionnaire to Customers, question 53.1.  
140  Replies to Q1 – Questionnaire to Competitors, question 43 ; Q2 – Questionnaire to Customers, question 
44.  
141  Reply of a customer to Q2 – Questionnaire to Customers, question 49.1.  
  
26 Table 2 - Market shares for in-flight catering services in the TXL/SXF/LEJ region 
Sales  
(in EUR 
million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [30-40]% […] [40-50]% […] [40-50]% 
LSG EU […] [50-60]% […] [40-50]% […] [40-50]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% 
Do&Co […] [10-20]% […] [10-20]% […] [5-10]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.5(b) 
(110) As shown in the table above, the Transaction would lead to a combined share of 
more than [90-100]% in a broader geographic market encompassing Berlin 
Tegel/Berlin Schönefeld and Leipzig airports. The merged entity would face limited 
competition from the only other in-flight caterer Do&Co with a [5-10]% market 
share.   
(111) In view of the merged entity's high market share and of the considerations set out in 
Section 5.1.1.2 above, the Commission concludes that the Transaction raises serious 
doubts as to its compatibility with the internal market with respect to the horizontal 
effects in the market for in-flight catering services in a geographic area 
encompassing Berlin Tegel/Berlin Schönefeld and Leipzig airports since it would 
create a dominant position for Gategroup in a geographic area comprising Berlin 
Tegel/Berlin Schönefeld and Leipzig airports.  
5.1.2.4. Cologne-Bonn 
(112) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Cologne-Bonn airport. The evolution of the market shares of the 
Parties at Cologne-Bonn airport during the period from 2016 to 2018 is set out in the 
table below.  
Table 3 - Market shares for in-flight catering services at Cologne-Bonn airport 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [80-90]% […] [90-100]% […] [90-100]% 
LSG EU […] [10-20]% […] [5-10]% […] [0-5]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.3(b) 
(113) Gategroup and LSG EU were the only providers of in-flight catering services at 
Cologne-Bonn airport in the past years. The proposed Transaction would therefore 
lead to a monopoly situation at Cologne-Bonn airport.  
(114) The majority of respondents to the market investigation having expressed a view 
consider that the Transaction will have a negative impact on the market for in-flight 
  
27 catering services at Cologne-Bonn airport.142 An airline indicated “ if GG becomes 
sole source, we anticipate increased costs in the future ”.143 Another customer 
explained that “ we have seen in airports today […] where Gate Group is the only 
supplier that the cost is substantially higher than on other airports as well as they 
deliver lower quality and higher degree of errors and we have higher percentage of 
flight delays due to catering than in other airports ”.144  
(115) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry at Cologne-Bonn airport.145 The 
Commission therefore notes the lack of entry projects that would defeat or deter the 
anticompetitive effects of the Transaction on the market for in-flight catering 
services at Cologne-Bonn airport.  
(116) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Cologne-Bonn airport since it would create or strengthen a 
dominant position for Gategroup.  
5.1.2.5. Dusseldorf 
(117) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Dusseldorf airport. The evolution of the market shares of the Parties 
and their only competitor at Dusseldorf airport during the period from 2016 to 2018 
is set out in the table below.  
Table 4 - Market shares for in-flight catering services at Dusseldorf airport 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [50-60]% […] [50-60]% […] [40-50]% 
LSG EU […] [30-40]% […] [20-30]% […] [30-40]% 
Combined […] [80-90]% […] [80-90]% […] [80-90]% 
Do&Co […] [10-20]% […] [10-20]% […] [10-20]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.3(a) 
(118) As shown in the table above, the proposed Transaction would lead to a combined 
market share of [80-90]% in the provision of in-flight catering services at Dusseldorf 
airport.  
(119) The Commission considers that post-Transaction, the merged entity would face 
limited competition at Dusseldorf airport, because Do&Co will be the only 
remaining competitor with a market share of [10-20]%. The majority of respondents 
                                                
142  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
143  Reply of a customer to Q2 – Questionnaire to Customers, question 54.1.  
144  Reply of a customer to Q2 – Questionnaire to Customers, question 53.1.  
145  Replies to Q1 – Questionnaire to Competitors, question 43; Q2 – Questionnaire to Customers, question 
44.  
  
28 to the market investigation having expressed a view consider that the merged entity 
would have the ability to restrict the expansion or the entry of competitors post-
Transaction at Dusseldorf airport.146  
(120) In addition, the majority of respondents to the market investigation having expressed 
a view consider that the Transaction will have a negative impact on the market for 
in-flight catering services at Dusseldorf airport.147 A customer indicated that the 
proposed transaction “ would likely have a negative impact on cost and service 
quality levels, particularly at the following airports stations in the EEA: […] 
Duesseldorf (DUS) ”.148 
(121) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry at Dusseldorf airport.149 The 
Commission therefore notes the lack of entry projects that would defeat or deter the 
anticompetitive effects of the Transaction on the market for in-flight catering 
services at Dusseldorf airport.  
(122) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Dusseldorf airport since the Transaction would create a dominant 
position for Gategroup.  
5.1.2.6. Frankfurt 
(123) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Frankfurt airport. The evolution of the market shares of the Parties 
and their competitors at Frankfurt airport during the period from 2016 to 2018, as 
well as the estimates for 2020,150 are set out in the table below.  
Table 5 – Market shares for in-flight catering services at Frankfurt airport 
Sales  
(in EUR million) 2016 2017 2018 2020 
Value Market share  Value Market share  Value Market share  Value Market share  
Gategroup […] [5-10]% […] [5-10]% […] [10-20]% […] [5-10]% 
LSG EU […] [80-90]% […] [80-90]% […] [80-90]% […] [80-90]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% […] [90-100]% 
Do&Co […] [0-5]% […] [5-10]% […] [5-10]% […] [5-10]% 
GIC […] [0-5]% […] [0-5]% […] [0-5]% […] [0-5]% 
Total […] 100% […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.1(a) and Table 7.1(b) 
                                                
146  Replies to Q1 – Questionnaire to Competitors, question 47; Q2 – Questionnaire to Customers, question 
49.  
147  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
148  Reply of a customer to Q2 – Questionnaire to Customers, question 53.1.  
149  Replies to Q1 – Questionnaire to Competitors, question 43 ; Q2 – Questionnaire to Customers, question 
44.  
150  The estimated revenues for 2020 reflect [confidential element about Gategroup’s business]. 
  
29 (124) As shown in the table above, the proposed Transaction would lead to a combined 
market share of [90-100]% in the provision of in-flight catering services at Frankfurt 
airport.  
(125) The Commission considers that post-Transaction, the merged entity would face 
limited competition at Frankfurt airport because Do&Co and GIC would respectively 
have a market share of [5-10]% and [0-5]%. The respondents to the market 
investigation gave mixed replies as to whether the merged entity would have the 
ability to restrict the expansion or the entry of competitors post-Transaction.151  
(126) However, the majority of respondents to the market investigation having expressed a 
view consider that the Transaction will have a negative impact on the market for in-
flight catering services at Frankfurt airport.152 An airline indicated that “ less 
competition results in higher catering costs and lower quality […]. From a 
passenger point of view, there is also a high risk of less innovation and variation in 
inflight catering concepts with less supplier competition in the market ”.153 A 
competitor considers that the merged entity “ will drive the prices too high because 
they have the major client base in FRA. Opportunities to bid for business will reduce 
as more customers will automatically transfer to the new entity ”.154 
(127) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry in Frankfurt.155 The Commission 
therefore notes the lack of entry projects that would defeat or deter the 
anticompetitive effects of the Transaction on the market for in-flight catering 
services at Frankfurt airport.  
(128) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Frankfurt airport, since it would create a dominant position for 
Gategroup.  
5.1.2.7. Frankfurt/Dusseldorf/Cologne-Bonn 
(129) The Transaction also leads to a horizontal overlap between the Parties’ activities in 
in-flight catering on a geographic market encompassing Frankfurt, Dusseldorf and 
Cologne-Bonn airports since both Gategroup and LSG EU are active in Frankfurt, 
Dusseldorf and Cologne-Bonn. The evolution of the market shares of the Parties in 
this geographic market during the period from 2016-2018 is set out in the table 
below.  
                                                
151  Replies to Q1 – Questionnaire to Competitors, question 47; Q2 – Questionnaire to Customers, question 
49.  
152  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
153  Reply of a customer to Q2 – Questionnaire to Customers, question 76.  
154  Reply of a competitor to Q1 – Questionnaire to Competitors, question 75. 
155  Replies to Q1 – Questionnaire to Competitors, question 43; Q2 – Questionnaire to Customers, question 
44.  
  
30 Table 6 - Market shares for in-flight catering services in FRA/DUS/CGN region 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [10-20]% […] [10-20]% […] [10-20]% 
LSG EU […] [80-90]% […] [80-90]% […] [80-90]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% 
Do&Co […] [5-10]% […] [5-10]% […] [5-10]% 
GIC […] [0-5]% […] [0-5]% […] [0-5]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.3(c). 
(130) As shown in the table above, the Transaction would lead to a combined share of 
more than [90-100]% in a broader geographic market encompassing Frankfurt, 
Dusseldorf and Cologne-Bonn airports. The merged entity would face limited 
competition from Do&Co and GIC, with a market share of respectively [5-10]% and 
[0-5]%.  
(131) In view of the merged entity high market share and of the considerations set out in 
Sections 5.1.1.4 to 5.1.1.6 above, the Commission concludes that the Transaction 
raises serious doubts as to its compatibility with the internal market with respect to 
the horizontal effects in the market for in-flight catering services in a geographic 
area encompassing Frankfurt, Dusseldorf and Cologne-Bonn airports, since it would 
create a dominant position for Gategroup.  
5.1.2.8. Hamburg 
(132) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Hamburg airport. The evolution of the market shares of the Parties 
at Hamburg airport during the period from 2016 to 2018 is set out in the table below.  
Table 7 - Market shares for in-flight catering services at Hamburg airport 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [70-80]% […] [70-80]% […] [80-90]% 
LSG EU […] [20-30]% […] [20-30]% […] [10-20]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.4(a) 
(133) Gategroup and LSG EU were the only providers of in-flight catering services at 
Hamburg airport in the past years. The proposed Transaction would therefore lead to 
a monopoly situation at Hamburg airport.  
(134) The majority of respondents to the market investigation having expressed a view 
consider that the Transaction will have a negative impact on the market for in-flight 
  
31 catering services at Hamburg airport.156 An airline indicated “ If a monopoly or 
dominant position, this would mean increased prices .”157  
(135) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry at Hamburg airport.158 The 
Commission therefore notes the lack of entry projects that would defeat or deter the 
anticompetitive effects of the Transaction on the market for in-flight catering 
services at Hamburg airport.  
(136) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Hamburg airport, since it would create or strengthen a dominant 
position for Gategroup.  
5.1.2.9. Hannover 
(137) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Hannover airport. The evolution of the market shares of the Parties 
at Hannover airport during the period from 2016 to 2018 is set out in the table 
below.  
Table 8 - Market shares for in-flight catering services at Hannover airport 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [40-50]% […] [60-70]% […] [90-100]% 
LSG EU […] [60-70]% […] [30-40]% […] [0-5]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.4(c) 
(138) Gategroup and LSG EU were the only providers of in-flight catering services at 
Hamburg airport in the past years. The proposed Transaction would therefore lead to 
a monopoly situation at Hannover airport.  
(139) The majority of respondents to the market investigation having expressed a view 
consider that the Transaction will have a negative impact on the market for in-flight 
catering services at Hannover airport.159 An airline indicated “ We are worried that 
monopoly and oligopoly will lose cost competitiveness ”160 while another explained 
                                                
156  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
157  Reply of a customer to Q2 – Questionnaire to Customers, question 53.1.  
158  Replies to Q1 – Questionnaire to Competitors, question 43 ; Q2 – Questionnaire to Customers, question 
44.  
159  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
160  Reply of a customer to Q2 – Questionnaire to Customers, question 53.1. 
  
32 “There is the possibility that the cost of service may increase slightly as Gate has 
tended to be more expensive than LSG when we have tendered our contracts .”161  
(140) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry at Hannover airport.162 The 
Commission therefore notes the lack of entry projects that would defeat or deter the 
anticompetitive effects of the Transaction on the market for in-flight catering 
services at Hannover airport.  
(141) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Hannover airport, since it would create or strengthen a dominant 
position for Gategroup.  
5.1.2.10. Hamburg/Hannover 
(142) The Transaction also leads to a horizontal overlap between the Parties’ activities in 
in-flight catering on a geographic market encompassing Hamburg and Hannover 
airports since both Gategroup and LSG EU are active in Hamburg and Hannover. 
The evolution of the market shares of the Parties in this geographic market during 
the period from 2016-2018 is set out in the table below.  
Table 9 - Market shares for in-flight catering services in HAM/HAJ region 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [60-70]% […] [70-80]% […] [80-90]% 
LSG EU […] [30-40]% […] [20-30]% […] [10-20]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.4(c)  
(143) As shown in the table above, the Transaction would lead to a monopoly in a broader 
geographic market encompassing Hamburg and Hannover airports.                                                               
(144) In view of the merged entity high market share and of the considerations set out in 
Sections 5.1.1.8 and 5.1.1.9 above, the Commission concludes that the Transaction 
raises serious doubts as to its compatibility with the internal market with respect to 
the horizontal effects in the market for in-flight catering services in a geographic 
area encompassing Hamburg and Hannover airports since it would create or 
strengthen a dominant position for Gategroup.  
5.1.2.11. Munich 
(145) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Munich airport. The evolution of the market shares of the Parties 
                                                
161  Reply of a customer to Q2 – Questionnaire to Customers, question 53.1.  
162  Replies to Q1 – Questionnaire to Competitors, question 43; Q2 – Questionnaire to Customers, question 
44.  
  
33 and their competitors at Munich airport during the period from 2016 to 2018, as well 
as the estimates for 2020,163 are set out in the table below.  
Table 10 – Market shares for in-flight catering services at Munich airport  
Sales  
(in EUR 
million) 2016 2017 2018 2020 
Value Market share Value Market share Value Market share Value Market share 
Gategroup […] [5-10]% […] [5-10]% […] [5-10]% […] [0-5]% 
LSG EU […] [80-90]% […] [80-90]% […] [80-90]% […] [80-90]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% […] [90-100]% 
Do&Co […] [5-10]% […] [5-10]% […] [5-10]% […] [5-10]% 
ACM […] [0-5]% […] [0-5]% […] [0-5]% […] [0-5]% 
Total […] 100% […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.2(a) and Table 7.2(b) 
(146) As shown in the table above, the proposed Transaction would lead to a combined 
market share of [90-100]% in the provision of in-flight catering services at Munich 
airport.  
(147) The Commission considers that post-Transaction, the merged entity would face 
limited competition at Munich airport because Do&Co and ACM would respectively 
have a market share of [5-10]% and [0-5]%. In fact, the takeover would leave 
airlines with only one accredited alternative, Do & Co, and a niche player, ACM. 
The respondents to the market investigation gave mixed replies as to whether the 
merged entity would have the ability to restrict the expansion or the entry of 
competitors post-Transaction at Munich airport.164  
(148) However, the majority of respondents to the market investigation having expressed a 
view consider that the Transaction will have a negative impact on the market for in-
flight catering services at Munich airport.165 An airline considers that “ In case LSG 
and Gate Gourmet are present at the same station, an impact on the competitive 
landscape is expected, particularly a potential increase in prices and potentially less 
choice. This also of course depends highly on the amount and position of remaining 
competitors. It is important to have a choice in supplier in case of quality reduction 
or operational issues ”.166 A competitor considers that the proposed Transaction “ will 
create a powerful Giant ”.167 
(149) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry at Munich airport.168 The 
Commission therefore notes the lack of entry projects that would defeat or deter the 
                                                
163  The estimated revenues for 2020 reflect [confidential element about Gategroup’s business]. 
164  Replies to Q1 – Questionnaire to Competitors, question 47; Q2 – Questionnaire to Customers, question 
49.  
165  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
166  Reply of a customer to Q2 – Questionnaire to Customers, question 54.1.  
167  Reply of a competitor to Q1 – Questionnaire to Competitors, question 75. 
168  Replies to Q1 – Questionnaire to Competitors, question 43; Q2 – Questionnaire to Customers, question 
44.  
  
34 anticompetitive effects of the Transaction on the market for in-flight catering 
services at Munich airport.  
(150) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Munich airport, since it would create a dominant position for 
Gategroup.  
5.1.2.12. Brussels 
(151) LSG EU is active in the provision of in-flight catering services at Brussels airport. 
Gategroup holds a […]% interest in Newrest Servair Belgium SPRL (the “Newrest-
Servair JV”), a joint venture between Newrest Group Holdings S.A. and Servair 
Investissements Aéroportuaires (“Servair”) created in 2014. Servair is controlled by 
Gategroup.169  
(152) The Notifying Party submits that it does not have control over the Newrest-Servair 
JV.170 More specifically, [description of the governance structure in relation to the 
adoption of strategic decisions].171   
(153) However, the Commission notes that [description of the governance structure in 
relation to the adoption of decisions]. […]172 […]173. The Commission therefore 
considers that Gategroup has at least the possibility to exercise decisive influence, if 
not actual decisive influence, over the commercial strategy of the Newrest-Servair 
JV. 
(154) Therefore, in view of the above considerations and the evidence available to it, the 
Commission considers on balance that Gategroup has joint control over the Newrest-
Servair JV within the meaning of Article 3(2) of the Merger Regulation. 
(155) The Transaction therefore leads to a horizontal overlap between the Parties’ 
activities in in-flight catering services at Brussels airport. The evolution of the 
market shares of the Parties and their competitor at Brussels airport during the period 
from 2016 to 2018 is set out in the table below.  
                                                
169  The Commission approved unconditionally the acquisition of Servair by Gategroup in the decision of 8 
December 2016 in Case M.8137 – HNA Group/Servair .  
170  Form CO as updated on 9 March 2020, paragraph 292.  
171  Replies of the Parties to the Commission’s request for information 3 dated 25 February 2020, Annex A - 
Pacte d’Associés, Article 4.1.1 and Management Services Contract , Article 2. 
172  Replies of the Parties to the Commission’s request for information 5 dated 28 February 2020, Annex A . 
173  Replies of the Parties to the Commission’s request for information 3 dated 25 February 2020, Annex A - 
Pacte d’Associés,  Article 3.2.3. 
  
35 Table 11 - Market shares for in-flight catering services at Brussels airport 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Newrest-Servair […] [10-20]% […] [20-30]% […] [20-30]% 
LSG EU […] [80-90]% […] [80-90]% […] [70-80]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.6 
(156) The Transaction would therefore lead to a monopoly situation.  
(157) The Commission considers that the entry of new competitors at Brussels airport is 
unlikely until at least October 2025 because the number of catering transport 
licences at Brussels Airport is limited to two by Royal Decree of 6 November 
2010.174 As a result, competitors cannot enter into the market for in-flight catering 
services at Brussels airport, unless they subcontract the last-mile services (i.e. the 
loading on board of aircraft) to either LSG EU or Newrest-Servair. The Commission 
therefore considers that there would not be sufficient competition at Brussels airport 
to deter or defeat any anticompetitive effects of the Transaction.  
(158) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Brussels airport, since it would create or strengthen a dominant 
position for Gategroup.  
5.1.2.13. Paris Charles de Gaulle  
(159) Gategroup provides in-flight catering services at Paris Charles de Gaulle airport, 
through its subsidiary Servair, which used to be Air France’s in-house in-flight 
catering supplier.175 LSG EU currently serves only one airline, [customer], since 
2018, for a relatively small volume. However, LSG EU bid unsuccessfully for 
several tenders at Paris Charles de Gaulle airport since 2018.176 For that reason, 
several airlines considered in their replies to the market investigation LSG EU as an 
alternative supplier. 
(160) The Transaction therefore leads to a horizontal overlap between the Parties’ 
activities in in-flight catering at Paris Charles de Gaulle airport.  
(161) The evolution of the market shares of the Parties and their competitor at Paris 
Charles de Gaulle airport during the period from 2016 to 2018 is set out in the table 
below, as well as the Parties’ estimates for 2020.  
                                                
174  Form CO as updated on 9 March 2020, paragraphs 295 and 457.  
175  The Commission approved unconditionally the acquisition of Servair by Gategroup in the decision of 8 
December 2016 in Case M.8137 – HNA Group/Servair .  
176  Form CO as updated on 9 March 2020, paragraphs 316 et seq. and replies of the Parties to the 
Commission’s request for information 7 dated 11 March 2020, question 4. The Parties claim that in all of 
these unsuccessful tenders, LSG pulled out on its own motion at an early stage, as they had realized not to 
be in  a position to actually serve these contracts. 
  
36 Table 12 - Market shares for in-flight catering services at Paris Charles de 
Gaulle airport 
Sales  
(in EUR 
million) 2016 2017 2018 2020 
Value Market share Value Market share Value Market share Value Market share 
Gategroup […] [90-100]% […] [90-100]% […] [90-100]% […] [90-100]% 
LSG EU n/a n/a […] n/a […] [0-5]% […] [0-5]% 
Combined […] [90-100]% […] [90-100]% […] [90-100]% […] [90-100]% 
Newrest […] [5-10]% […] [5-10]% […] [5-10]% […] [5-10]% 
Total […] 100% […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.10, Reply to Request for Information to the 
Parties 7 dated 11 March 2020 and Form RM, Table 9a.  
(162) As shown in the table above, the proposed Transaction would lead to a combined 
market share of [90-100]% in the provision of in-flight catering services at Paris 
Charles de Gaulle airport. The takeover of LSG would remove at least a potential 
alternative source for airlines, given that LSG has in the recent past participated in 
tenders. The second player pre-Transaction, Newrest, is a relatively small supplier.  
(163) The Commission considers that post-Transaction, the merged entity would face 
limited competition at Paris Charles de Gaulle airport, because Newrest will be the 
only remaining competitor with a market share of less than [5-10]%. The 
respondents to the market investigation gave mixed replies as to whether the merged 
entity would have the ability to restrict the expansion or the entry of competitors 
post-Transaction at Paris Charles de Gaulle airport.177 In that respect, a customer 
explained “ Paris – less competition and the new merged company will become a 
large player. Still competition from Newrest but will become a duopoly ”.178 
Respondents who consider that the merged entity would not have the ability to 
restrict competition did not further substantiate their views.  
(164) The market investigation also yielded mixed results as to whether the Transaction 
would have a negative impact on the market for in-flight catering services at Paris 
Charles de Gaulle.179 No respondent considers that the Transaction would have a 
positive impact on price or quality of service.180 By contrast, some customers and 
competitors consider that the Transaction would likely result in higher prices and in 
a decrease in quality of service.181 A customer indicated “ when competition at 
specific locations is limited […] prices tend to be higher and the caterer leverages 
this position. Quality can also suffer because of limited competition. Caterers’ 
incentives to invest in assets such as new trucks, facilities, technology, people, and 
process improvements will generally be directed to locations where there is healthy 
                                                
177  Replies to Q1 – Questionnaire to Competitors, question 47; Q2 – Questionnaire to Customers, question 
49.  
178  Reply of a customer to Q2 – Questionnaire to Customers, question 54.1. 
179  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
180  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
181  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
  
37 competition and where the caterer has to maintain certain quality levels to win 
business.”182  
(165) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry at Paris Charles de Gaulle 
airport.183 The Commission therefore notes the lack of entry projects that would 
defeat or deter the anticompetitive effects of the Transaction on the market for in-
flight catering services at Paris Charles de Gaulle airport.  
(166) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Paris Charles de Gaulle airport, since it would create or 
strengthen a dominant position for Gategroup.  
5.1.2.14. Milan Malpensa 
(167) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Milan Malpensa airport. The evolution of the market shares of the 
Parties and their competitors at Milan Malpensa airport during the period from 2016 
to 2018 is set out in the table below.  
Table 13 - Market shares for in-flight catering services at Milan Malpensa airport 
Sales  
(in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup n/a n/a […] [0-5]% […] [5-10]% 
LSG EU […] [40-50]% […] [30-40]% […] [30-40]% 
Combined […] [40-50]% […] [30-40]% […] [40-50]% 
Dnata […] [40-50]% […] [40-50]% […] [40-50]% 
Do&Co […] [10-20]% […] [10-20]% […] [10-20]% 
Total […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.9 
(168) As shown in the table above, the proposed Transaction would lead to a combined 
market share of [40-50]% in the provision of in-flight catering services at Milan 
Malpensa airport.  
(169) While the majority of competitors having expressed a view consider that the merged 
entity will not have the ability to restrict the expansion or the entry of competitors at 
Milan Malpensa airport, the customers gave mixed replies as to whether the 
Transaction would result in a lessening of competition.184 In addition, the market 
investigation yielded mixed results as to the impact of the Transaction on the market 
                                                
182  Reply of a customer to Q2 – Questionnaire to Customers, question 55. 
183  Replies to Q1 – Questionnaire to Competitors, question 43; Q2 – Questionnaire to Customers, question 
44.  
184  Replies to Q1 – Questionnaire to Competitors, question 47; Q2 – Questionnaire to Customers, question 
49.  
  
38 for in-flight catering at Milan Malpensa airport.185 A customer indicated that in 
Milan Malpensa “ DNATA could stay and expand with other airlines ”,186 while 
another explained “ The merger will reduce competition in the market, reducing 
customer choice .”187 
(170) The Commission considers that post-Transaction, the merged entity will continue 
facing significant competition from established in-flight caterer Dnata, with a [40-
50]% market share. Do&Co will also be an alternative supplier with a [10-20]% 
market share.  
(171) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the horizontal effects in the market for in-
flight catering services at Milan Malpensa airport.  
5.1.2.15. Rome Fiumicino 
(172) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Rome Fiumicino airport. The evolution of the market shares of the 
Parties and their competitor at Rome Fiumicino airport during the period from 2016 
to 2018 is set out in the table below. The Parties have also provided their best 
estimates of their 2020 market shares, taking account of the revenues generated by 
the [customer] contract that Gategroup won in [year]. Prior to that, LSG EU was 
supplying in-flight catering services to [customer] at Rome Fiumicino.188  
Table 14 - Market shares for in-flight catering services at Rome Fiumicino 
Sales  
(in EUR 
million) 2016 2017 2018 2020 
Value Market share Value Market share Value Market share Value Market share 
Gategroup n/a n/a […] [0-5]% […]189 [10-20]% […] [40-50]% 
LSG EU […] [90-100]% […] [90-100]% […] [70-80]% […] [40-50]% 
Combined […] [90-100]% […] [90-100]% […] [80-90]% […] [80-90]% 
Dnata […] [10-20]% […] [10-20]% […] [10-20]% […] [10-20]% 
Total […] 100% […] 100% […] 100% […] 100% 
Source: Form CO as updated on 9 March 2020, Table 7.8 and Form RM, Table 8a for the 2020 
estimates 
(173) As shown in the table above, the proposed Transaction would lead to a combined 
market share of [80-90]% in the provision of in-flight catering services at Rome 
Fiumicino airport, and a reduction of suppliers from 3 to only 2.  
(174) The Commission considers that post-Transaction, the merged entity would face 
limited competition at Rome Fiumicino airport, because Dnata will be the only 
                                                
185  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
186  Reply of a customer to Q2 – Questionnaire to Customers, question 49.1.  
187  Reply of a customer to Q2 – Questionnaire to Customers, question 54.1.  
188  Form CO as updated on 9 March 2020, paragraph 307. 
189  Only [specifics about internal accounting of Gategroup]  are included in Gategroup’s 2018 revenues 
(Form CO as updated on 9 March 2020, footnote 171) 
  
39 remaining competitor with a market share of [10-20]%. The respondents to the 
market investigation gave mixed replies as to whether the merged entity would have 
the ability to restrict the expansion or the entry of competitors post-Transaction at 
Rome Fiumicino airport.190  
(175) However, the majority of respondents to the market investigation having expressed a 
view consider that the Transaction will have a negative impact on the market for in-
flight catering services at Rome Fiumicino airport.191  
(176) Furthermore, the majority of respondents to the market investigation indicated that 
they are not aware of any recent or potential entry at Rome Fiumicino airport.192 The 
Commission therefore notes the lack of entry projects that would defeat or deter the 
anticompetitive effects of the Transaction on the market for in-flight catering 
services at Rome Fiumicino airport.  
(177) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects in the market for in-flight 
catering services at Rome Fiumicino airport, since it would create a dominant 
position for Gategroup.  
5.1.2.16. Amsterdam Schiphol 
(178) The Transaction leads to a horizontal overlap between the Parties’ activities in in-
flight catering at Amsterdam Schiphol airport. The overlap results from one contract 
with United, which LSG serves out of its Brussels hub.193 The evolution of the 
market shares of the Parties and their competitors at Amsterdam Schiphol airport 
during the period from 2016 to 2018 are set out in the tables below. As explained in 
paragraph (88) above, the market shares presented below exclude captive sales 
between KCS and the AF-KLM group.  
Table 15 - Market shares for in-flight catering services at Amsterdam Schiphol 
Sales (in EUR million) 2016 2017 2018 
Value Market share Value Market share Value Market share 
Gategroup […] [80-90]% […] [80-90]% […] [80-90]% 
LSG EU n/a n/a n/a n/a […] [0-5]% 
Combined […] [80-90]% […] [80-90]% […] [80-90]% 
KCS […] [5-10]% […] [5-10]% […] [5-10]% 
Newrest […] [0-5]% […] [5-10]% […] [5-10]% 
Expert Catering […] [0-5]% […] [0-5]% […] [0-5]% 
Total […] 100% […] 100% […] 100% 
                                                
190  Replies to Q1 – Questionnaire to Competitors, question 47; Q2 – Questionnaire to Customers, question 
49.  
191  Replies to Q1 – Questionnaire to Competitors, question 52; Q2 – Questionnaire to Customers, question 
54.  
192  Replies to Q1 – Questionnaire to Competitors, question 43; Q2 – Questionnaire to Customers, question 
44.  
193  The contract (worth [value of the contract] in 2018) is part of a multi-airport Master Catering Services 
Agreement in place between LSG and [contract details] (See: Form CO as updated on 9 March 2020, 
paragraph 289; Replies of the Parties to the Commission’s questions to the parties 3 dated 4 February 
2020, addition to response to question 10).  
  
40 (179) As shown in the table above, the proposed Transaction would lead to a combined 
market share of [80-90]% in the provision of in-flight catering services at 
Amsterdam Schiphol airport. The market shares presented above exclude captive 
sales. This leads to an underestimation of the actual position of KCS, which is by far 
the largest player in the market is by far KCS, which also provides in-flight catering 
services to other airlines than KLM. The demand of the AF-KLM group represents 
more than 60% of the total demand for in-flight catering services at Amsterdam 
Schiphol airport.194 Due to its size and capacities, KCS will be able to exert 
significant pressure on the merged entity post-Transaction. Thus, post-Transaction, 
there would remain two credible alternative suppliers for airlines to choose from, 
each of them larger than the target, namely KCS and Newrest.     
(180) This analysis is also confirmed by the replies to the market investigation. While 
competitors gave mixed replies as to whether the Transaction would result in a 
lessening of competition, the majority of customers having expressed a view in the 
market investigation stated that the merged entity would not have the ability to 
restrict the expansion or the entry of competitors post-Transaction,.195 An airline 
present in Amsterdam Schiphol indicated that " no dominant position would be 
created at those airports ”196 and that the “ effect of the Transaction on Amsterdam 
Schiphol Airport is considered to be limited ”.197 
(181) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the horizontal effects in the market for in-
flight catering services at Amsterdam Schiphol airport. 
5.1.2.17. Conclusion 
(182) The Transaction does not raise serious doubts as to its compatibility with the internal 
market with respect to the horizontal effects in the markets for in-flight catering 
services at Milan Malpensa and Amsterdam Schiphol airports.  
(183) The Transaction raises serious doubts as to its compatibility with the internal market 
with respect to the horizontal effects due to the creation or strengthening of a 
dominant position in the markets for in-flight catering services at Frankfurt, Munich, 
Cologne-Bonn, Dusseldorf, Hamburg, Hannover, Berlin Tegel, Brussels, Paris 
Charles de Gaulle and Rome Fiumicino airports and in the broader geographic areas 
encompassing (i) Frankfurt, Dusseldorf and Cologne-Bonn airports, (ii) Hamburg 
and Hannover airports, and (iii) Berlin Tegel, Berlin Schönefeld and Leipzig 
airports.  
5.1.3. In-flight equipment services 
(184) As explained in Section 4.2 above, the Commission will assess the effects of the 
Transaction on a plausible narrower market for in-flight equipment services.  
                                                
194  KCS achieved a turnover of […] in 2018 with the AF-KLM group and third-party customers.  
195  Replies to Q1 – Questionnaire to Competitors, question 47; Q2 – Questionnaire to Customers, question 
49.  
196  Reply of a customer to Q2 – Questionnaire to Customers, question 49. 
197  Reply of a customer to Q2 – Questionnaire to Customers, question 54. 
  
41 (185) The Transaction would give rise to horizontally affected markets for the provision of 
in-flight equipment services in the EEA or worldwide.198  
(186) The following table shows the Parties’ market shares on the market for in-flight 
equipment services in the EEA and worldwide in 2018. The overall market volume 
is based a) on the Parties’ estimates of the total value based on seats per airline and 
estimated airline spending in EUR per seat and b) on IATA air passenger data for the 
Parties’ top customers and subsequent extrapolation of these numbers to calculate 
the overall market. This table includes the pre-Transaction captive sale of LSG EU 
to companies within the Lufthansa Group to fully capture the market position of the 
Parties post-Transaction.199 
 Worldwide EEA 
Gategroup [10-20]% [10-20]% 
LSG EU [5-10]% [20-30]% 
Combined [20-30]% [30-40]% 
Other competitors [70-80]% [60-70]% 
Source: Form CO as updated on 9 March, para. 323-324 and Replies of the Parties to the 
Commission’s request for information 12 dated 18 March 2020. 
(187) Post-Transaction, customers in the EEA and worldwide will continue to have the 
ability to switch to other existing suppliers. While even the largest competitors of the 
Parties have individual market shares considerably smaller than those of the Parties, 
post-Transaction, a sufficient number of competitors offering in-flight equipment 
services will remain on the market (such as Formia or Buzz with market shares of 
approximately 4.6% and 4.1% worldwide).200 Some, particularly smaller airlines, 
prefer to purchase the “full range” of services (comfort items, tableware and trolleys) 
from a single vendor and thus only consider these vendors as potential suppliers. 
This will not however allow the Parties to obtain a dominant position in the market 
post-Transaction, as at least several competitors also offer in-flight equipment 
services related to in-flight comfort items and serving concepts/, such as Global C, 
Galileo Watermark and Buzz.201 The Parties will therefore continue to face strong 
competition from players which are already active in the market.  
(188) In addition, post-Transaction, new entrants would continue to be able to enter the 
market for in-flight equipment services with relatively little capital expenditure.202 
(189) The relative size and capacity of the Parties to supply the whole range of in-flight 
equipment services compared to their closest competitors may provide them with a 
competitive advantage when entering a tender for some contracts. However, the 
                                                
198  Form CO as updated on 9 March, paragraph 320 et seq. 
199  Replies of the Parties to the Commission’s request for information 8 dated 11 March 2020, question 1. 
200  Form CO as updated on 9 March 2020, paragraph 323 and Replies of the Parties to the Commission’s 
request for information 6 dated 5 March 2020, question 1. The Notifying Party was not in a position to 
provide estimates of competitor market shares at the EEA-level.  
201  Replies of the Parties to the Commission’s request for information 8 dated 11 March 2020, question 3. 
202  Replies of the Parties to the Commission’s request for information 8 dated 11 March 2020, question 5. 
  
42 “critical” size and capacity necessary to bid for in-flight equipment service contracts 
is relatively small and will be fulfilled by numerous competitors post-Transaction.203  
(190) Finally, while the market investigation yielded mixed results among competitors 
with regards to the impact of the transaction on “other services”204 than in-flight 
catering services, a majority of customers responding to the Commission’s market 
investigation having expressed a view did not anticipate a substantial impact on the 
market for in-flight equipment services (with several customers indicating that a 
sufficient number of alternative suppliers will remain post-Transaction).205 
(191) Taking the above considerations into account, the Commission considers that the 
Parties will face sufficient competition in the market for in-flight equipment services 
in the EEA and worldwide post-Transaction and that the competitive constraints on 
the Parties would be sufficient.  
Conclusion  
(192) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the horizontal effects in the markets for in-
flight equipment services in the EEA or worldwide.  
5.1.4. Lounge management services 
(193) A horizontally affected market arises only under the narrowest plausible market 
definition comprising the provision of lounge management services at Frankfurt 
airport only.206  
(194) The following table shows the Parties’ market shares on the market for lounge 
management services at Frankfurt airport, based on the Parties’ estimates of the total 
value based on average revenue per potential lounge user. This table includes the 
pre-Transaction captive sale of LSG EU to companies within the Lufthansa Group to 
fully capture the market position of the Parties post-Transaction. 
Table 16 - Market shares in lounge management services at Frankfurt airport in 2016-
2018 
 2016 2017 2018 
Gategroup [0-5]% [0-5]% [0-5]% 
LSG EU [40-50]% [40-50]% [50-60]% 
Combined [40-50]% [40-50]% [50-60]% 
Other competitors207 [50-60]% [50-60]% [40-50]% 
Source: Form CO as updated on 9 March, para. 331. 
                                                
203  Replies of the Parties to the Commission’s request for information 8 dated 11 March 2020, question 4. 
204  Such as in-flight equipment services, provision of ready-made food products and in-flight retail services. 
205  Replies to Q2 - Questionnaire to Customers, question 75. 
206  Form CO as updated on 9 March 2020, paragraph. 188 et seq. 
207  Other competitors include Do&Co and Köfler & Kompanie. 
  
43 (195) The increment brought about by the Transaction is moderate and comes from one 
lounge operated by Gategroup. Do&Co is also active on the market for lounge 
management services. In particular, Do&Co operates the Lufthansa First Class 
Lounges at Frankfurt airport;208 the Emirates Lounge at Frankfurt airport;209 and was 
awarded the contract to operate the Cathay Pacific Lounge at Frankfurt airport.210 
The Parties estimate Do&Co’s market share based on the number of lounges at 
around 16% in 2016, 2017 and 2018.211 The Commission therefore considers that the 
Parties will be sufficiently constrained post-Transaction by other competitors active 
on the market for lounge management services at Frankfurt airport, especially 
Do&Co or Köfler & Kompanie. 
(196) Finally, while the views of competitors and customers responding to the 
Commission’s market investigation were mixed on the potential impact of the 
Transaction on the market for the supply of lounge management services at 
Frankfurt airport,212 the majority of competitors and customers considered that there 
would be sufficient competition in the market for the supply of lounge management 
services at Frankfurt airport post-Transaction.213  
(197) Taking the above considerations into account, the Commission considers that the 
Parties will face sufficient competition in the market for lounge management 
services at Frankfurt airport post-Transaction and that the competitive constraints on 
the Parties would be sufficient.  
Conclusion  
(198) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the horizontal effects in the market for the 
supply of lounge management services at Frankfurt airport.  
5.2. Vertical effects 
5.2.1. Framework for the competitive assessment 
(199) Vertical mergers involve companies operating at different levels of the supply chain. 
The Commission Guidelines on the assessment of non-horizontal mergers,214 
acknowledge that vertical mergers may have pro-competitive effects, for example 
through the internalisation of double mark-ups.215 However, there are circumstances 
                                                208  See Do&Co “Airline Lounges – Lufthansa Frankfurt” http://www.doco.com/en/airline/airline-
lounges/lufthansa-frankfurt , accessed 25 March 2020. 
209  See Do&Co “Airline Lounges – Emirates Lounges” http://www.doco.com/en/airline/airline-
lounges/emirates  accessed 25 March 2020. 
210  See Do&CO “Portal – Jahres- und Quartalsberichte” http://www.doco.com/Portals/8/berichte/jahres-und-
quartalsberichte/de/PA Q3 2019-2020.pdf , page 6, accessed 25 March 2020. 
211  Form CO as updated on 9 March 2020, paragraph 331 et seq. 
212  Replies to Q1 – Questionnaire to Competitors, question 62; Q2 – Questionnaire to Customers, question 
64. 
213  Replies to Q1 – Questionnaire to Competitors, question 60; Q2 – Questionnaire to Customers, question 
62.  
214  Commission Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings, (OJ C 265, 18.10.2008), p.6 (the “Non-Horizontal Merger 
Guidelines”).  
215  Non-Horizontal Merger Guidelines, paragraphs 13 and 14.  
  
44 in which vertical mergers may significantly impede effective competition, for 
example through anticompetitive foreclosure.  
(200) The Non-Horizontal Merger Guidelines distinguish two forms of foreclosure. The 
first is where the merger is likely to raise the costs of downstream rivals by 
restricting their access to an important input (input foreclosure). The second is where 
the merger is likely to foreclose upstream rivals by restricting their access to a 
sufficient customer base (customer foreclosure).216 
(201) In order for input foreclosure to be a concern, three conditions need to be met post-
Transaction: (i) the merged entity has the ability to foreclose access to important 
inputs;217 (ii) the merged entity has the incentive to foreclose access to inputs;218 and 
(iii) the foreclosure strategy is likely to have significant detrimental effects on 
competition on the downstream market.219 In practice, these factors are often 
examined together since they are closely intertwined. 
(202) For customer foreclosure to be a concern, three conditions need to be met post-
Transaction: (i) the merged entity has the ability to foreclose access to an important 
customer base;220 (ii) the merged entity has the incentive to do so;221 and (iii) the 
foreclosure strategy is likely to have significant detrimental effects on competition 
on the upstream market.222 
5.2.2. Vertical relationship between in-flight catering and passenger air transport services 
(203) While the vertical link between LSG EU and the Lufthansa group is pre-existing, the 
Transaction creates a vertical relationships between LSG EU’s activities in in-flight 
catering (upstream market) and Singapore Airlines’ activities in passenger air 
transport (downstream market).223, 224 
5.2.2.1. Overview of the vertically affected markets 
(204) The proposed Transaction would give rise to vertically affected markets for in-flight 
catering services at the following airports in the EEA. 
                                                
216  Non-Horizontal Merger Guidelines, paragraph 30.  
217  Non-Horizontal Merger Guidelines, paragraphs 33-39. 
218  Non-Horizontal Merger Guidelines, paragraphs 40-46. 
219  Non-Horizontal Merger Guidelines, paragraphs 47-57. 
220  Non-Horizontal Merger Guidelines, paragraphs 60-67. 
221  Non-Horizontal Merger Guidelines, paragraphs 68-71. 
222  Non-Horizontal Merger Guidelines, paragraphs 72-77. 
223  The Transaction creates vertical relationships between LSG EU’s activities in in-flight catering and 
Singapore Airlines’ activities in passenger air transport at the following EEA airports: Paris Charles de 
Gaulle, Berlin Tegel, Düsseldorf, Frankfurt, Munich, Milan Malpensa, Rome Fiumicino, Amsterdam 
Schiphol (Form CO as updated on 9 March 2020, Table 6.2). For the sake of completeness, the Notifying 
Party indicated that Singapore Airlines will commence passenger air transport services at Brussels airport 
as of 22 October 2020 (Form CO as updated on 9 March 2020, footnote 64).  
224  LSG will have a […]% shareholding in the JVC related to in-flight catering at Frankfurt and Munich, and 
[description of governance structure]. With respect to the vertical competitive relationship between the 
JVC and the Lufthansa Group, the Commission has not found indications of any merger-specific effects 
arising from the Transaction. The competitive assessment will remain the same regardless of such pre-
existing relationships. 
  
45 Table 17 - Parties' shares in vertically affected markets in 2018 
Airport Singapore Airlines’ 
passenger air 
transport share225 LSG EU in-flight 
catering share226 Parties’ 
combined in-
flight catering 
share 
Dusseldorf [0-5]% [30-40]% [80-90]% 
Frankfurt [0-5]% [50-60]% [90-100]% 
Berlin Tegel [0-5]% [50-60]% [80-90]% 
Munich [0-5]% [50-60]% [90-100]% 
Rome Fiumicino [0-5]% [70-80]% [80-90]% 
Milan Malpensa [0-5]% [40-50]% [40-50]% 
Source: Form CO as updated on 9 March 2020, Tables 7.1(a), 7.2(a), 7.3(a), 7.5(a), 7.8, 7.9, 7.13 and 
reply of the Parties to the Commission’s request for information 14 dated 22 March 2020, question 1.  
(205) The Commission will assess whether the Transaction will result in anti-competitive 
foreclosure strategies in the vertically affected markets for in-flight catering and 
passenger air transport services at Dusseldorf, Frankfurt, Berlin Tegel, Munich, 
Rome Fiumicino and Milan Malpensa airports.  
5.2.2.2. Input foreclosure 
(206) While LSG EU’s (and the merged entity’s) share in the upstream markets for in-
flight catering services is high at the vertically affected airports, Singapore Airlines’ 
share in the downstream markets for passenger air transport is very low.  
(207) The Commission considers that the merged entity will not have the ability or 
incentive to foreclose the access airlines to in-flight catering services post-
Transaction for the following reasons.  
(208) First, Singapore Airlines’ demand of in-flight catering services is very low at any 
relevant EEA airport.227 Therefore, any denial of service would sacrifice 
Gategroup’s own profits without reducing other airlines’ ability to obtain services 
from competing caterers. Therefore, such an input foreclosure strategy would likely 
result in losses for Gategroup. The merged entity thus does not have any incentive 
foreclose the access of Singapore Airlines’ competitors to in-flight catering services. 
In addition, Temasek only owns approximately 56% of Singapore Airlines and 50% 
of Gategroup. RRJ Capital owns the remaining 50% of Gategroup and is not active 
                                                
225  Singapore Airlines’ shares in the narrower markets for passenger air transport (i.e. scheduled passenger air 
transport services for time-sensitive passengers and scheduled passenger air transport services for non-
time-sensitive passengers) would be below [5-10]%. The competitive assessment of the vertical links 
would therefore remain unchanged under narrower market definitions (Replies of the Parties to the 
Commission’s request for information to the Parties 16 dated 25 March 2020, question 3). 
226  For the purpose of determining the vertically affected markets, LSG EU’s shares exclude captive sales to 
the Lufthansa Group. Should captive sales be included, LSG EU’s market shares would be higher but the 
competitive assessment would remain unchanged. LSG EU’s shares in a plausible narrower market for in-
flight catering services provided by traditional suppliers would not change, given that no non-traditional 
supplier is active at the relevant airports. 
227  As explained above, Singapore Airlines’ market shares in passenger air transport is very low in the 
relevant EEA airports. Therefore, its demand of in-flight catering services is also very low.  
  
46 in passenger air transports in the EEA.228 As acknowledged by the Commission in 
the Non-Horizontal Merger Guidelines, “ in cases where two companies have joint 
control over a firm active in the upstream market, and only one of them is active 
downstream, the company without downstream activities may have little interest in 
foregoing input sales ”.229 In the present case, RRJ Capital is likely to have limited 
interest to support an input foreclosure strategy. 
(209) Second, at airports where the Transaction gives rise to vertically affected markets, 
airlines will continue having access, to a sufficient extent, to credible alternative in-
flight catering suppliers. More specifically, airlines could purchase in-flight catering 
services from Do&Co in Dusseldorf, Frankfurt, Berlin Tegel, Munich and Milan 
Malpensa and from Dnata in Rome Fiumicino and Milan Malpensa. 
(210) Finally, customers of in-flight catering services having expressed a view indicated 
that the merged entity would not have the ability or incentive to supply in-flight 
catering services solely to Singapore Airlines post-Transaction.230 
(211) In view of the above considerations and all evidence available to it, the Commission 
considers it unlikely that the merged entity would engage in input foreclosure post-
Transaction. 
5.2.2.3. Customer foreclosure 
(212) The Commission considers that the merged entity will not have the ability or 
incentive to foreclose LSG EU’s competitors in in-flight catering.   
(213) Singapore Airlines cannot be considered as an “important customer” within the 
meaning of the Non-Horizontal Merger Guidelines.231 Singapore Airlines’ share in 
the downstream market for passenger air transport services at the vertically affected 
EEA airports is very low, ranging between [0-5]%. Therefore, its demand of in-flight 
catering services is also very low. Even if Singapore Airlines were to source in-flight 
catering services exclusively from the merged entity, the majority of customer 
demand for in-flight catering services at any relevant airport would remain available 
to other suppliers of in-flight catering services. Therefore, the merged entity is 
unlikely to have the ability and incentive to foreclose suppliers of in-flight catering 
services.  
(214) While, in theory, Singapore Airlines could decide post-Transaction to solely source 
in-flight catering services from the merged entity, the market investigation did not 
provide plausible indications that post-Transaction, the merged entity would have 
the incentive to engage in customer foreclosure.232 As explained in Sections 5.1.2.6 
and 5.1.2.11 above, Singapore Airlines recently decided to switch suppliers at 
Frankfurt and Munich airports. Indeed, Singapore Airlines switched from Gategroup 
to Do&Co.  
                                                
228  Form CO as updated on 9 March 2020, paragraph 343.  
229  Non-Horizontal Merger Guidelines, paragraph 45. 
230  Replies to Q2 – Questionnaire to Customers, questions 50 and 51.  
231  Non-Horizontal Merger Guidelines, paragraphs 58 and 61.  
232  Although respondents have indicated that Singapore Airlines would have the ability to switch to the 
merged entity, in the context set out in this section this fact is insufficient for a finding of customer 
foreclosure. 
  
47 (215) In view of the above considerations and all evidence available to it, the Commission 
considers it unlikely that the merged entity would engage in an anti-competitive 
customer foreclosure strategy in in-flight catering services post-Transaction.  
5.2.2.4. Conclusion 
(216) In view of the above considerations and all evidence available to it, the Commission 
considers that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the vertical relationship between LSG EU’s 
activities in in-flight catering services and Singapore Airlines’ activities in passenger 
air transport services at EEA airports, under any plausible market definition.  
5.3. Conglomerate effects 
5.3.1. Framework for the competitive assessment 
(217) Conglomerate mergers are mergers between firms that are in a relationship which is 
neither purely horizontal (as competitors in the same relevant market) nor vertical 
(as supplier and customer). In practice, the focus is on mergers between companies 
that are active in closely related markets (for example mergers involving suppliers of 
complementary products or of products which belong to a range of products that is 
generally purchased by the same set of customers for the same end use).233  
(218) The proposed Transaction exhibits such a feature as most airlines purchase 
complementary products from the Parties for the provision of passenger air transport 
services. For example, [customer] and [customer] purchase ready-made food 
products and in-flight catering services from Gategroup in Germany (among other 
countries).234   
(219) In the Non-Horizontal Merger Guidelines, it is acknowledged that conglomerate 
mergers in the majority of circumstances will not lead to any competition 
problems.235 However, in certain specific cases, there may be harm to competition. 
The main concern in the context of conglomerate effects is that of foreclosure.236 
While the combination of products in related markets through tying and bundling are 
common practices that may provide customers with better products of offerings in 
cost-effective ways, these practices may lead to a reduction in actual or potential 
competitors’ ability or incentive to compete. This may reduce the competitive 
pressure on the merged entity, allowing it to increase prices.237  
(220) The Non-Horizontal Merger Guidelines provides for a framework of assessment of 
such a foreclosure strategy: “ In assessing the likelihood of such a scenario, the 
Commission examines, first, whether the merged firm would have the ability to 
foreclose its rivals, second, whether it would have the economic incentive to do so 
                                                
233  Non-Horizontal Merger Guidelines, paragraph 5. 
234  Reply of the Parties to Questions to the Parties 4 dated 6 February 2020, question 4 and to Questions to 
the Parties 3 dated 4 February 2020, question 10. 
235  Non-Horizontal Merger Guidelines, paragraph 92. 
236  Non-Horizontal Merger Guidelines, paragraph 93. 
237  Non-Horizontal Merger Guidelines, paragraph 93. 
  
48 and, third, whether a foreclosure strategy would have a significant detrimental effect 
on competition, thus causing harm to consumers ”.238  
(221) In Sections 5.3.2 to 5.3.6, the Commission will assess the likelihood of a foreclosure 
strategy with respect to (i) in-flight catering services and in-flight equipment 
services, (ii) in-flight catering services and ready-made food products to the 
commercial foodservice sector and (iii) in-flight catering services and retail on-board 
services, (iv) retail on-board services and in-flight equipment services and (v) retail 
on-board services and ready-made food products to the commercial foodservice 
sector under any of the plausible market definitions.239  
(222) In its assessment of the conglomerate effects related to in-flight catering services, the 
Commission will take account of the fact that the competition concerns raised on the 
markets for in-flight catering services at Frankfurt, Munich, Cologne-Bonn, 
Dusseldorf, Hamburg, Hannover, Berlin Tegel, Brussels, Paris Charles de Gaulle 
and Rome Fiumicino airports and in the broader geographic areas encompassing (i) 
Frankfurt, Dusseldorf and Cologne-Bonn airports; (ii) Hamburg and Hannover 
airports; and (iii) Berlin Tegel, Berlin Schönefeld and Leipzig airports are removed 
by the proposed Commitments analysed in Section 6 below.  
5.3.2. In-flight catering services and equipment services 
(223) As in-flight equipment services and in-flight catering services have the same 
customer base (i.e. airlines) and the same end-use (i.e. the provision of passenger air 
transport services), these markets can be considered as neighbouring markets. The 
Transaction would thus create a link between the neighbouring markets for in-flight 
catering services at the airports where LSG EU is active and the market for in-flight 
equipment services in the EEA and worldwide. 
(224) The Transaction is unlikely to raise competition concerns with respect to the 
hypothetical conglomerate effects related to in-flight catering and in-flight 
equipment services for the following reasons. 
Ability to foreclose 
(225) The merged entity is unlikely to gain the ability, post-Transaction, to engage in a 
strategy of tying or bundling its in-flight catering and in-flight equipment services in 
the EEA and worldwide causing significant foreclosure of competitors. Despite 
having the same customer base, the airline’s practice of issuing separate tenders for 
both services limits the Parties’ ability to tie or bundle together both services. 
(226) The market investigation provided mixed results with regards to potential for 
bundling or tying in-flight catering and equipment services. Some competitors and 
customers indicated that bundling or tie-ins might happen post-Transaction.240 At the 
same time, the market investigation did not suggest that these tying/bundling 
                                                
238  Non-Horizontal Merger Guidelines, paragraph 94. 
239  The competitive assessment of conglomerate effects under the narrower plausible product and geographic 
market definitions would remain unchanged. See replies of the Parties to the Commission’s request for 
information 19 dated 2 April 2020, question 6. 
240  Replies to Q1 - Questionnaire to Competitors, questions 72.1 and 74; Q2 - Questionnaire to Customers, 
questions 74 and 75. 
  
49 strategies would foreclose competitors, with respondents citing that a sufficient 
amount of suppliers would be left post-Transaction.241 
(227) In addition, cases of pure bundling242 are very unlikely to be possible if products are 
not bought simultaneously or by the same customers.243 As the Parties’ have 
submitted, in-flight equipment services are generally not tendered by airlines 
together with in-flight catering services244 and provided to the caterer by the 
airline.245 This is confirmed by the market investigation. The majority of airline 
customers responding to the market investigation nominate the equipment services 
provider and purchase the services themselves and subsequently make the equipment 
services available to their in-flight caterer.246 Correspondingly, the majority of 
airline customers that purchase “neighbouring” services (such as in-flight equipment 
services) does not typically purchase in-flight catering services and other services 
together from one single supplier.247  
(228) The combined market share of both Parties in the market for in-flight equipment 
services in 2018 amounts to [30-40]% in the EEA and [20-30]% worldwide.248 The 
lack of a dominant position in the market for in-flight equipment services ( see: 
section 5.1.2.) and the commitments proposed by the Notifying Party concerning the 
affected in-flight catering markets (reducing the risk for a dominant position of the 
merged entity in the in-flight catering market) further decrease the risk of 
conglomerate effects between the in-flight equipment services and the in-flight 
catering services market caused by the Transaction. 
(229) Besides, the merged entity would not have the power to impose its in-flight 
equipment services on airlines, as the services provided are not “must have”. This 
limits the ability of the merged entity to engage into mixed bundling practices.249 
The Commission is thus convinced that customers will be able to easily find 
alternatives among the numerous in-flight equipment service providers because 
products, in particular amenities kits, are standardised.250 
(230) Therefore, should the Parties attempt to tie or bundle in in-flight equipment services 
with offers for in-flight catering services, this would likely not be accepted by 
airlines. 
 
 
                                                
241  Replies to Q1 - Questionnaire to Competitors, question 74; Q2 - Questionnaire to Customers, questions 74 
and 75. 
242  In case of pure bundling (as opposed to mixed bundling), both products are sold jointly in fixed 
proportions (See: Non-Horizontal Merger Guidelines, paragraph 96). 
243  Non-Horizontal Merger Guidelines, paragraph 98. 
244  Form CO as updated on 9 March 2020, paragraph 141. 
245  Form CO as updated on 9 March 2020, paragraph 141. 
246  Replies to Q2 - Questionnaire to Customers, question 67; Reply of a competitor to the Commission’s 
request for information dated 5 March 2020, question 3. 
247  Replies to Q2 - Questionnaire to Customers, question 69. 
248  Form CO as updated on 9 March 2020, paragraphs 323-324. 
249  In case of mixed bundling, both products are available separately but the sum of the stand-alone prices is 
higher than the bundled price (See: Non-Horizontal Merger Guidelines, paragraph 96). 
250  Form CO as updated on 9 March 2020, paragraph 420. 
  
50 Incentive to foreclose 
(231) The merged entity is unlikely to have the incentive to enter into bundling/tying 
strategies. Generally, it is unlikely that the merged entity would be willing to forego 
sales on one highly profitable market in order to gain market shares on another 
market where turnover is relatively small and profits are modest.251 The combined 
overall turnover achieved by the Parties with in-flight equipment services in 2018 in 
the EEA amounted to EUR […],252 compared to EUR […]253 for in-flight catering 
services. Given the significantly larger size of the in-flight catering services market, 
the Parties are not likely to risk a loss in revenue in their “core” business for an 
increased share in their in-flight equipment services business.254 
(232) Moreover, the majority of airline customers responding to the market investigation 
having expressed a view believes that the merged entity would not have the ability 
and incentive to prevent customers from procuring in-flight catering services and/or 
equipment services in the EEA by entering into tying/bundling strategies, while the 
market investigation yielded mixed results amongst competitors regarding this 
issue.255 While some respondents pointed towards the increased market shares in 
both markets as allowing for foreclosure strategies, the majority of respondents did 
not express this concern. Respondents stated that sufficient competition will remain 
post-Transaction, that it would be unlikely that these separate markets would be 
combined together and that airlines have sufficient bargaining power to counteract 
any such strategy.256  
Overall impact on competition  
(233) The effect on competition further needs to be assessed in light of countervailing 
factors such as presence of countervailing buyer power257 or the likelihood that entry 
would maintain effective competition in the upstream or downstream market.258 In 
addition, if there remain effective single-product players in either market, 
competition is unlikely to deteriorate following a conglomerate merger.259 In view 
on the above statements by customers in the market-investigation with regards to 
sufficient remaining alternative suppliers for in-flight equipment products and the 
influence of airlines, the Commission considers that the Transaction is unlikely to 
have an overall negative impact on competition in the markets for in-flight catering 
services and the market for in-flight equipment services because of conglomerate 
                                                
251  Non-Horizontal Merger Guidelines, paragraph 107. 
252  Form CO as updated on 9 March 2020, paragraph 45 and 66. The combined worldwide turnover for 
equipment services in 2018 amounted to EUR […]. 
253  Reply of the Parties to request for information 18 to the Parties 4 dated 30 March 2020, question 2. 
254  see also: Form CO as updated on 9 March 2020, paragraph 362. 
255  Replies to Q2 - Questionnaire to Customers, question 73, Q1 - Questionnaire to Competitors, question 72. 
256  Replies to Q2 - Questionnaire to Customers, question 73.1 and 74, Q1 - Questionnaire to Competitors, 
question 72.1. 
257  To be understood as the bargaining strength that the buyer has vis-à-vis the seller in commercial 
negotiations due to its size, its commercial significance to the seller and its ability to switch to alternative 
suppliers. In the assessment of buyer-power, it is not just sufficient that buyer power exists prior to the 
merger, it must also exist and remain effective following the merger (See: Horizontal Merger Guidelines, 
paragraph 64 and 67.)  
258  Non-Horizontal Merger Guidelines, paragraph 114. 
259  Non-Horizontal Merger Guidelines, paragraph 113. 
  
51 effects, as any bundling or tying strategy is unlikely to reduce the ability and 
incentive to compete of suppliers active in each market in the EEA.  
Conclusion 
(234) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to conglomerate effects in the market for in-
flight catering and equipment services in the EEA and worldwide, under any of the 
plausible product market definitions.260  
5.3.3. In-flight catering services and ready-made food products to the commercial 
foodservice sector 
(235) In-flight catering services and ready-made food products to the commercial 
foodservice sector may be considered as neighbouring markets since they share the 
same customer base for the same end-use (i.e. the provision of passenger air 
transport services by airlines). The Transaction would thus create a link between the 
neighbouring markets for in-flight catering services in the airports where LSG EU is 
active and the supply of ready-made food products to the commercial foodservice 
sector in the EEA where both Parties are active. At the EEA level as well as in the 
Member States where the Parties’ activities overlap (Italy, Germany, United 
Kingdom), the combined market shares of both parties in the market for ready-made 
food products for the commercial foodservice sector, as well as a plausible 
subdivision into markets for frozen food, chilled food and fresh foods is less than 20 
% in 2018.261 
(236) The Transaction is unlikely to raise competition concerns with respect to the 
hypothetical conglomerate effects related to in-flight catering services and the supply 
of ready-made food products to the commercial foodservice sector for the following 
reasons. 
Ability to foreclose 
(237) The merged entity is unlikely to gain the ability, post-Transaction, to engage in a 
strategy of tying or bundling its in-flight catering services and ready-made food 
products to the commercial foodservice sector in the EEA causing significant 
foreclosure of competitors. The combined market shares of both Parties would be 
below 20% in the market for ready-made food products to the commercial 
foodservice sector in the EEA as well as all potential national markets.262 
Furthermore, according to the market investigation, the majority of customers 
nominates the ready-made food provider themselves, with only one respondent 
                                                
260  i.e. under the plausible narrower product market for in-flight catering services provided by traditional 
suppliers. 
261  Replies of the Parties to the Commission’s questions to the parties 4 dated 4 February 2020, question 9, 
Reply of the Parties to Commission’s request for information 17 to the Parties dated 26 March 2020, 
question 3 and Reply of the Parties to Commission’s request for information 18 to the Parties dated 30 
March 2020, question 1 and Reply of the Parties to Commission’s request for information 19 to the Parties 
dated 2 April 2020, question 3 
262  Replies of the Parties to the Commission’s Questions to the Parties 4 dated 4 February 2020, question 9 
and Reply of the Parties to request for information 17 to the Parties 4 dated 26 March 2020, question 3.  
  
52 leaving the choice of ready-made food providers to the in-flight caterer.263 Moreover, 
the majority of customers does not purchase in-flight catering services and other 
services (including ready-made food products) together from one single supplier264 
and also has no problem with having multiple suppliers.265 In addition, the majority 
of those customers expressing a view did not expect the merged entity to have the 
ability and incentive to prevent their company from procuring in-flight catering 
services and/or ready-made food products in the EEA by entering into 
tying/bundling strategies,266 while the responses of those competitors having 
expressed a view regarding this issue were mixed.267. Therefore, attempts by the 
Parties to tie or bundle in ready-made food products would likely not be accepted by 
airlines. 
Incentive to foreclose 
(238) The merged entity is unlikely to have the incentive to enter into bundling/tying 
strategies. The overall turnover achieved with ready-made food products in 2018 in 
the EEA amounted to EUR […] for Gategroup268 and EUR […] for LSG EU.269 The 
combined turnover of the Parties in this market are thus considerably smaller than 
those in the market for in-flight catering services, where Gategroup and LSG EU 
achieved a combined turnover of EUR […]270 in the EEA. Therefore, any tying or 
bundling strategy is unlikely to be profitable. The merged entity has no reason to risk 
losing profits in in-flight catering services by trying to link them with ready-made 
food products for such a small return.   
Overall impact on competition  
(239) The Commission considers that the Transaction is unlikely to have an overall 
negative impact on competition in the markets for in-flight catering services and the 
market for ready-made food products to the commercial foodservice sector under 
any plausible market definition because of conglomerate effects, as any bundling or 
tying strategy is unlikely to reduce the ability and incentive to compete of suppliers 
active in each market in the EEA. In addition, for a large range of ready-made food 
products, the Parties would continue to be in competition with large branded-food 
manufacturers, which are likely to be seen as alternative options by airlines.271 
Conclusion 
(240) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the conglomerate effects in the market for in-
                                                
263  Replies to Q2 - Questionnaire to Customers, question 68. 
264  Replies to Q2 - Questionnaire to Customers, question 69. 
265  Replies to Q2 - Questionnaire to Customers, question 70. 
266  Replies to Q2 - Questionnaire to Customers, question 74. 
267  Replies to Q1 - Questionnaire to Competitors, question 73. 
268  Form CO as updated on 9 March 2020, paragraph 36. 
269  Reply of the Parties to the Commission’s request for information 18 dated 30 March 2020, question 2. 
270  Reply of the Parties to Commission’s request for information 18 dated 30 March 2020, question 2. 
271  Form CO as updated on 9 March 2020, paragraph 368. 
  
53 flight catering and ready-made food products to the commercial foodservice sector in 
the EEA, under any of the plausible narrower product market definitions.272  
5.3.4. In-flight catering services and retail on-board services 
(241) While Gategroup provides retail on-board services, the retail on-board business of 
LSG is not part of the scope of the Proposed Transaction as explained in Section 2 
above. Retail on-board services may be considered as a neighbouring market of in-
flight catering services.273 The Transaction would create a link between the 
neighbouring markets for in-flight catering services at the airports where LSG EU is 
active and the provision of retail-on-board services in the EEA where Gategroup is 
active.  
(242) Gategroup’s market share in the provision of retail on-board services in the EEA is 
[60-70]% (and [70-80]% on a potential market for snacking only and [40-50]% on a 
potential market for duty-free products only in the EEA) in 2018.274 Gategroup’s 
market share in the provision of retail on-board services worldwide is [50-60]% (and 
[30-40]% on a potential market for snacking only and [70-80]% on a potential 
market for duty-free products only in the EEA).275  
(243) The Transaction is unlikely to raise competition concerns with respect to the 
hypothetical conglomerate effects related to in-flight catering services and retail on-
board services for the following reasons.  
Ability to foreclose 
(244) The merged entity would have high market shares post-Transaction at some EEA 
airports in the provision of in-flight catering services and Gategroup’s share of [60-
70]% in retail on-board services in the EEA and [50-60]% worldwide. However, the 
merged entity is unlikely to gain the ability, post-Transaction, to engage in a strategy 
of tying or bundling its in-flight services and retail on-board services in the EEA and 
worldwide causing significant foreclosure of competitors. In case an airline 
purchases both in-flight catering services and retail on-board services, it will usually 
nominate the supplier of retail on-board services and ask the in-flight caterer to load 
it onto the aircraft. Consequently, the supplier of in-flight catering cannot impose 
itself as the supplier of retail on-board services on its customer.276 Therefore, should 
the merged entity insist on tying or bundling in-flight catering and retail on-board 
services, the merged entity’s offer would in most case be rejected from the tender 
process.  
 
                                                
272  i.e. under the plausible narrower product market for in-flight catering services provided by traditional 
suppliers and the plausible narrower product markets for frozen foods to the commercial foodservice 
sector, chilled foods to the commercial foodservice sector and fresh foods to the commercial foodservice 
sector.  
273  See Case M.8137 – HNA Group/Servair , paragraph 112 et seq.  
274  Form CO as updated on 9 March 2020, paragraph 348 and Replies of the Parties to the Commission’s 
request for information 3 dated 25 February 2020, question 51. 
275  Replies of the Parties to the Commission’s request for information 16 dated 25 March 2020, question 1. 
276  Replies to Q1 – Questionnaire to Competitors, question 67; Q2 – Questionnaire to Customers, question 
66. 
  
54 Incentive to foreclose 
(245) The merged entity is unlikely to have the incentive to enter into bundling/tying 
strategies. Retail on-board sales in the EEA represent a lower volume than in-flight 
catering sales (approximately EUR 755 million vs EUR 3 900 million in 2018).277 
Similarly, at a worldwide level, retail on-board sales represent a lower volume than 
in-flight catering sales (approximately EUR 2 224 million vs EUR 12 600 million) in 
2018.278 The Parties’ combined turnover in in-flight catering in 2018 amounted to 
EUR […] in the EEA and EUR […] worldwide, while Gategroup’s turnover in retail 
on-board was EUR […] in the EEA and EUR […] worldwide. Therefore, the merged 
entity is unlikely to forego profits in the market for in-flight catering services by 
entering into an anticompetitive tying/bundling strategy. Furthermore, based on 
Gategroup’s estimates, in-flight catering is generally more profitable than retail on-
board services.279 Therefore, any tying or bundling strategy is unlikely to be 
profitable. The merged entity has no reason to risk losing in-flight catering services 
by trying to link them with retail on-board services for such a small return.  
Overall impact on competition  
(246) The Commission considers that the Transaction is unlikely to have an overall 
negative impact on competition in the markets for in-flight catering services and 
retail on-board services because of conglomerate effects, as any bundling or tying 
strategy is unlikely to reduce the ability and incentive to compete of suppliers active 
in each market in the EEA and worldwide. Customers will continue to have access to 
providers of both in-flight catering services and retail on-board services on a 
standalone basis. Even if the customer did accept the tied or bundled products, the 
merged entity would still face competition of competitors with the same capacity to 
provide bundles such as Dnata and Newrest.  
Conclusion 
(247) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the conglomerate effects in the market for in-
flight catering and retail on-board services in the EEA and worldwide, under any of 
the plausible product market definition.280  
5.3.5. Retail on-board services and in-flight equipment services 
(248) Retail on-board services and in-flight equipment services may be considered as 
neighbouring markets since they share the same customer base for the same end-use 
(i.e. the provision of passenger air transport services by airlines). The Transaction 
would create a link between the neighbouring markets for in-flight equipment 
services where LSG EU and Gategroup are active in the EEA and worldwide and the 
                                                
277  Form CO as updated on 9 March 2020, paragraph 356.  
278  Replies of the Parties to the Commission’s request for information 16 dated 25 March 2020, question 3. 
279  Gategroup’s average margins are […]% for in-flight catering and [...]% for retail on-board services 
(Replies of the Parties to the Commission’s request for information 3 dated 25 February 2020, question 
54). 
280  i.e. under the plausible narrower product market for in-flight catering services provided by traditional 
suppliers and the plausible narrower product markets for retail on-board services of snacking products and 
retail on-board services of duty-free products.  
  
55 provision of retail on-board services in the EEA and worldwide where Gategroup is 
active.  
(249) The Transaction is unlikely to raise competition concerns with respect to the 
hypothetical conglomerate effects related to retail on-board services and in-flight 
equipment services for the following reasons. 
Ability to foreclose 
(250) The merged entity is unlikely to gain the ability, post-Transaction, to engage in a 
tying or bundling strategy in the EEA or worldwide causing significant foreclosure 
of competitors. While the merged entity’s share in retail on-board services would be 
high in the EEA ([60-70]%) and worldwide ([50-60]%), the Parties’ combined share 
in the provision of in-flight equipment services is [30-40]% in the EEA and [20-
30]% worldwide.281 
(251) Although in-flight equipment services and retail on-board services share the same 
customer base (i.e. airlines), these customers usually do not purchase retail on-board 
services and equipment services together. In that respect, the procurement of in-
flight equipment services and retail on-board services are generally handled by 
different departments within airlines by issuing tenders with very precise 
specifications, which do not leave room for bundling/tying strategies.282 Therefore, 
should the merged entity insist on tying or bundling retail on-board services and 
equipment services, the merged entity’s offer would in most cases be rejected from 
the tender process.  
(252) Besides, the merged entity would not have the power to impose its in-flight 
equipment services on airlines, as the services provided are not “must have”. 
Customers can and will continue to be able to easily find alternatives among the 
numerous in-flight equipment service providers because products, in particular 
amenities kits, are standardised.283 
Incentive to foreclose 
(253) The merged entity is unlikely to have the incentive to enter into bundling/tying 
strategies. The combined turnover achieved with in-flight equipment services in 
2018 in the EEA by the Parties is lower than the turnover achieved by Gategroup in 
retail on-board services. Gategroup and LSG EU achieved a combined turnover of 
EUR […] in the EEA in 2018 through in-flight equipment services,284 while 
Gategroup alone generated revenue of EUR […] through retail on-board services.285 
Therefore, the merged entity is unlikely to forego profits in the market for retail on-
board services by entering into an anticompetitive tying/bundling strategy. In 
addition, equipment contracts are usually not long-term and rarely contain fixed 
volume commitments of airline customers.286 The merged entity has thus no reason 
                                                
281  Form CO as updated on 9 March 2020, paragraphs 323-324. 
282  Replies of the Parties to the Commission’s request for information 13 dated 21 March 2020, question 7. 
283  Form CO as updated on 9 March 2020, paragraph 420. 
284  Form CO as updated on 9 March 2020, paragraph 45 and 66. The combined worldwide turnover for 
equipment services in 2018 amounted to EUR […]. At a worldwide level, Gategroup achieved a turnover 
of EUR […] through retail on-board services.  
285  Form CO as updated on 9 March 2020, paragraph 38. 
286  Form CO as updated on 9 March 2020, paragraph 112. 
  
56 to risk losing some of its retail on-board business by trying to link retail on-board 
services with in-flight equipment services. 
Overall impact on competition 
(254) The Commission considers that the Transaction is unlikely to have a negative overall 
impact on competition in the markets for retail on-board services and in-flight 
equipment services because of conglomerate effects, as any bundling or tying 
strategy is unlikely to reduce the ability and incentive to compete of suppliers active 
in each market in the EEA and worldwide. Customers will continue to have access to 
providers of both retail on-board services and in-flight equipment services on a 
standalone basis. In that respect, there are more than 50 competitors in the market for 
in-flight equipment services, including Formia, Kaelis and Global C.287  
Conclusion 
(255) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the conglomerate effects in the market for 
retail on-board services and in-flight equipment services in the EEA and 
worldwide.288  
5.3.6. Retail on-board services and ready-made food products 
(256) Retail on-board services and ready-made food products may be considered as 
neighbouring markets since they share the same customer base for the same end-use 
(i.e. the provision of passenger air transport services by airlines). The Transaction 
would create a link between the neighbouring markets for ready-made food products 
to the commercial foodservice sector where LSG EU and Gategroup are active in the 
EEA and the provision of retail-on-board services in the EEA where Gategroup is 
active.  
(257) Gategroup’s market share in the provision of retail on-board services in the EEA is 
[60-70]% (and [70-80]% on a potential market for snacking only and [40-50]% on a 
potential market for duty-free products only in the EEA) in 2018.289 At the EEA 
level, as well as in the Member States where the Parties’ activities overlap, the 
combined market share of both parties in the market for ready-made food products to 
the commercial foodservice sector is below 20 % in 2018.290 
(258) The Transaction is unlikely to raise competition concerns with respect to the 
hypothetical conglomerate effects related to retail on-board services and ready-made 
food products to the commercial foodservice sector for the following reasons.  
                                                
287  Form CO as updated on 9 March 2020, paragraph 327.  
288  i.e. under the plausible narrower product markets for retail on-board services of snacking products and 
retail on-board services of duty-free products. 
289  Form CO as updated on 9 March 2020, paragraph 348 and Replies of the Parties to the Commission’s 
request for information 3 dated 25 February 2020, question 51. 
290  Replies of the Parties to the Commission’s questions to the parties 4 dated 4 February 2020, question 9. 
  
57 Ability to foreclose 
(259) Despite Gategroup’s high share of [60-70]% in retail on-board services in the EEA, 
the merged entity is unlikely to gain the ability, post-Transaction, to engage in a 
strategy of tying or bundling its retail on-board services with ready-made food 
products to the commercial foodservice sector in the EEA causing significant 
foreclosure of competitors. As explained above, the combined market shares of the 
Parties post-Transaction in ready-made food products to the commercial foodservice 
sector would be below 20% under any geographic market definition. When an airline 
purchases both retail on-board services and ready-made food products, the airline 
usually nominates the supplier of ready-made products, which is then included in the 
retail on-board offering of the airline.291 Consequently, the supplier of retail on-
board services cannot impose itself as the supplier of ready-made food products on 
its customer.292 Therefore, should the merged entity insist on tying or bundling retail 
on-board services and ready-made food products, the merged entity’s offer would in 
most case be rejected from the tender process.  
Incentive to foreclose 
(260) The merged entity is unlikely to have the incentive to enter into bundling/tying 
strategies. The combined turnover achieved with ready-made food products to the 
commercial foodservice sector in 2018 in the EEA by the Parties is lower than the 
turnover achieved by Gategroup in retail on-board services. Gategroup and LSG EU 
achieved a combined turnover of EUR […] in the EEA in 2018 in ready-made food 
products to the commercial foodservice sector,293 while Gategroup alone generated 
revenue of EUR […] through retail on-board services in the EEA in 2018.294 
Therefore, the merged entity is unlikely to forego profits in the market for retail on-
board services by entering into an anticompetitive tying/bundling strategy. Besides, 
the Parties are in competition with branding-food product manufacturers, which are 
likely to be seen by airlines as viable alternative options.295 The merged entity has no 
reason to risk losing some of its retail on-board business by trying to link retail on-
board services with ready-made food products.  
Overall impact on competition  
(261) The Commission considers that the Transaction is unlikely to have a negative overall 
impact on competition in the markets for retail on-board services and ready-made 
food products to the commercial foodservice sector because of conglomerate effects, 
as any bundling or tying strategy is unlikely to reduce the ability and incentive to 
compete of suppliers active in each market in the EEA. Customers will continue to 
have access to providers of both retail on-board services and ready-made food 
products to the commercial foodservice sector on a standalone basis. Even if the 
customer did accept the tied or bundled products, the merged entity would still face 
competition of competitors with the same capacity to provide bundles such as Dnata.  
                                                
291  Replies of the Parties to the Commission’s request for information 13 dated 21 March 2020, question 7. 
292  Replies to Q1 – Questionnaire to Competitors, question 67; Q2 – Questionnaire to Customers, question 
66. 
293  Reply of the Parties to the Commission’s request for information 18 dated 30 March 2020, question 2. 
294  Form CO as updated on 9 March 2020, paragraph 38. 
295  Replies of the Parties to the Commission’s request for information 13 dated 21 March 2020, question 7. 
  
58 Conclusion 
(262) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the conglomerate effects in the market for 
retail on-board services and ready-made food products to the commercial 
foodservice sector in the EEA.296  
5.4. Conclusion of the competitive assessment 
(263) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction raises serious doubts as to its compatibility with the 
internal market with respect to the horizontal effects due to the creation or 
strengthening of a dominant position in the markets for in-flight catering services at 
Frankfurt, Munich, Cologne/Bonn, Dusseldorf, Hamburg, Hannover, Berlin Tegel, 
Brussels, Paris Charles de Gaulle and Rome Fiumicino airports and in the broader 
geographic areas encompassing (i) Frankfurt, Dusseldorf and Cologne-Bonn 
airports, (ii) Hamburg and Hannover airports, and (iii) Berlin Tegel, Berlin 
Schönefeld and Leipzig airports.   
(264) In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to (i) the horizontal effects in the markets for 
in-flight catering services at Milan Malpensa and Amsterdam Schiphol airports, (ii) 
the horizontal effects in the markets for equipment services worldwide or in the 
EEA, (iii) the horizontal effects in the markets for lounge management services in 
the EEA and at Frankfurt airport, (iv) the vertical effects in the markets for in-flight 
catering services and passenger air transport at certain airports, (v) the conglomerate 
effects related to in-flight catering services and equipment services in the EEA and 
worldwide, (vi) the conglomerates effects related to in-flight catering services and 
ready-made food products to the commercial foodservice sector in the EEA, (vii) the 
conglomerate effects related to in-flight catering services and retail on-board 
services in the EEA and worldwide, (viii) the conglomerate effects related to retail 
on-board services and in-flight equipment services in the EEA and worldwide, (ix) 
the conglomerate effects related to retail on-board services and ready-made food 
products to the commercial foodservice sector in the EEA. 
6. PROPOSED COMMITMENTS  
(265) In order to render the concentration compatible with the internal market, the 
Notifying Party has modified the notified concentration by submitting a set of 
commitments under Article 6(2) of the Merger Regulation on 13 March 2020. The 
Notifying Party made some technical modifications on the text and schedules of the 
commitments on 16 March 2020 (“Initial Commitments”). The Commission market 
tested the Initial Commitments on 16 March 2020 in order to assess whether they are 
sufficient and suitable to remedy the serious doubts identified. 
                                                
296  i.e. under the plausible narrower product markets for retail on-board services of snacking products and 
retail on-board services of duty-free products and the plausible narrower product markets for frozen foods 
to the commercial foodservice sector, chilled foods to the commercial foodservice sector and fresh foods 
to the commercial foodservice sector. 
  
59 (266) The Commission informed the Notifying Party of the results of the market test on 24 
March 2020. Following the Commission’s feedback on the market test and the 
assessment of the Initial Commitments, the Notifying Party submitted a revised set 
of commitments on 1 April 2020 and, following feedback from the Commission, 
amended on 2 April 2020 and further amended on 3 April 2020 (the “Final 
Commitments”). 
(267) These Final Commitments are annexed to this Decision and form an integral part 
thereof. 
6.1. Framework for the assessment of Commitments 
(268) Where a concentration raises serious doubts as regards its compatibility with the 
internal market, in particular as a result of the creation or strengthening of a 
dominant position, the Parties may undertake to modify the concentration so as to 
remove the grounds for the serious doubts identified by the Commission. 
(269) As set out in the Commission's Remedies Notice,297 the commitments have to 
eliminate the competition concerns entirely, and have to be comprehensive and 
effective from all points of view.298 It is for the parties to the concentration to put 
forward commitments.299 
(270) In assessing whether commitments will maintain effective competition, the 
Commission considers all relevant factors, including the type, scale and scope of the 
proposed commitments, with reference to the structure and particular characteristics 
of the market in which the Transaction is likely to significantly impede effective 
competition, including the position of the Parties and other participants on the 
market.300 
(271) In order for the commitments to comply with those principles, they must be capable 
of being implemented effectively within a short period of time.301 The requisite 
degree of certainty concerning the implementation of the proposed commitments 
may in particular be affected by risks in relation to the transfer of a business to be 
divested, including the risks of finding a suitable purchaser.302 In the latter case, an 
up-front buyer will allow the Commission to conclude with the requisite degree of 
certainty that the commitments will be implemented.303 The remedies in Phase I need 
to be so clear-cut that it is not necessary to enter into an in-depth investigation as to 
whether they are sufficient to rule out 'serious doubts' within the meaning of Article 
6(1)(c) of the Merger Regulation.304 
(272) Concerning the form of acceptable commitments, the Merger Regulation gives 
discretion to the Commission as long as the commitments meet the requisite 
                                                
297  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (the “Remedies Notice”) (OJ C 267, 22.10.2008, p. 1-27.), 
paragraph 5. 
298  Remedies Notice, paragraphs 9 and 61. 
299  Remedies Notice, paragraph 6. 
300  Remedies Notice, paragraph 12. 
301  Remedies Notice, paragraph 9. 
302  Remedies Notice, paragraph 11. 
303  Remedies Notice, paragraph 54. 
304  Remedies Notice, paragraph 81. 
  
60 standard. Structural commitments will meet the conditions set out above only in so 
far as the Commission is able to conclude with the requisite degree of certainty, at 
the time of its Decision, that it will be possible to implement them and that it will be 
likely that the new commercial structures resulting from them will be sufficiently 
workable and lasting to ensure that effective competition will be maintained.305 
Divestiture commitments are normally the best way to eliminate competition 
concerns resulting from horizontal overlaps. 
(273) It is against this background that the Commission assessed the viability, the 
workability, the effectiveness and the ability of the proposed commitments to 
entirely eliminate the competition concerns identified. 
6.2. Initial Commitments  
(274) The Initial Commitments relating to the horizontal overlap at various airports consist 
of a set of five divestment packages: (1) Gategroup’s German low cost carrier 
business (“German LLC Network Divestment Business”); (2) Gategroup’s network 
carrier business at Frankfurt International Airport (‘FRA’) and Munich International 
Airport (‘MUC’) (“FRA/MUC Divestment Business”); (3) Gategroup’s shareholding 
in the joint venture Newrest Servair Belgium SPRL (“Belgian Divestment 
Business”); (4) certain of LSG EU’s in-flight catering business at Rome Fiumicino 
Airport (“Rome FCO Divestment Business”) and (5) LSG EU’s in-flight catering 
business at Paris Charles de Gaulle Airport (‘CDG’) (“Paris CDG Divestment 
Business”).   
6.2.1. Description of the Initial Commitments 
6.2.1.1. German LLC Network Divestment Business 
(275) The German LLC Network Divestment Business comprises Gategroup’s in-flight 
catering network operations in Germany (excluding the FRA/MUC Divestment 
Business), including certain customer contracts with low-cost charter airlines for the 
provision of services at relevant airports, as well as certain related assets. The 
German LLC Network Divestment Business consists of two main multi-airport 
customer contracts ([customers]) and several smaller contracts ([customers]).  
(a) [Details on agreements and revenue] 
(b) [Details on agreements and revenue] 
(c) [Details on agreements and revenue] 
(d) [Details on agreements and revenue] 
(e) [Details on agreements and revenue] 
(f) [Details on agreements and revenue] 
 
                                                
305  Remedies Notice, paragraph 10. 
  
61 (276) The German LCC Network Divestment Business further includes the following 
elements: 
(a) Tangible assets: All tangible assets and equipment of the Divestment 
Business, including high loaders, unit equipment and customer-dedicated 
movable assets. 
(b) Intangible assets: The license to continue using the brand “Gate Gourmet” for 
a transitional period. 
(c) Contracts: Leases agreements for facilities currently leased by Gategroup in 
[airport locations]. 
(d) Personnel: All current employees of Gategroup in the affected locations, 
subject to consent of employees pursuant to applicable labour laws. 
6.2.1.2. FRA/MUC Divestment Business 
(277) The FRA/MUC Divestment Business comprises Gategroup’s customer contracts at 
Frankfurt International Airport (‘FRA’) and Munich International Airport (‘MUC’), 
including, where applicable and at the option of the Purchaser, corresponding 
customer-dedicated (movable) assets. 
(278) The customer contracts in the FRA/MUC Divestment Business are focused on the 
provision of in-flight catering services to (legacy) airlines at or from FRA and MUC. 
Overall, the FRA/MUC Divestment Business comprises 16 contracts with 10 airlines 
([customers]) for in-flight catering services representing a revenue of  EUR […] per 
year ([revenue per customer]). 
(279) The FRA/MUC Divestment Business further includes the following elements: 
(a) Tangible assets: All tangible assets and equipment of the Divestment 
Business, including high loaders, unit equipment and customer-dedicated 
movable assets. 
(b) Intangible assets: The license to continue using the brand “Gate Gourmet” for 
a transitional period. 
(c) Contracts: At the option of the purchaser, the lease agreement for a facility 
currently leased by Gategroup near [airport location]. 
(d) Personnel: Transferred alongside the needs of the Purchaser and subject to 
the consent of employees pursuant to applicable labour laws. 
6.2.1.3. Belgian Divestment Business 
(280) The Belgian Divestment Business comprises Gategroup’s […]% shareholding in the 
joint venture Newrest Servair Belgium SPRL. The joint venture is operating an in-
flight catering business in Belgium and is one of the two holders of a license to 
operate at Brussels Airport (‘BRU’).  
  
62 6.2.1.4. Rome FCO Divestment Business 
(281) The Rome FCO Divestment Business comprises certain of LSG EU’s customer 
contracts at Rome Fiumicino Airport (‘FCO’). Overall, the FCO Divestment 
Business comprises 7 contracts with 7 airlines ([customers]) for in-flight catering 
services representing a revenue of EUR […] per year ([revenue per customer]).  
(282) The Rome FCO Divestment Business further includes the following elements: 
(a) Tangible assets: At the option of the purchaser, certain customer-dedicated 
assets.  
(b) Intangible assets: [description of intangible assets]. 
6.2.1.5. Paris CDG Divestment Business 
(283) The Paris CDG Divestment Business comprises LSG EU’s in-flight catering 
customer contract with [customer] at Paris Charles de Gaulle Airport (‘CDG’), 
representing a revenue of EUR […] per year. 
(284) The Paris CDG Divestment Business further includes the following elements: 
(a) Tangible assets: At the option of the purchaser, certain customer-dedicated 
assets.  
(b) Intangible assets: [description of intangible assets]. 
6.2.2. Commission’s assessment of the Initial Commitments 
(285) The Commission launched a market test of the Initial Commitments on 16 March 
2020, which was addressed to competitors and customers.  
Elimination of the serious doubts as to the compatibility of the Transaction with the 
internal market 
(286) The Commission considers that the Initial Commitments remove the serious doubts 
identified in the market for in-flight catering services at Brussels airport. However, 
the Initial Commitments do not fully address the serious doubts as to the 
compatibility of the Transaction with the internal market in relation to the horizontal 
effects on the markets for in-flight catering services at Frankfurt, Munich, 
Cologne/Bonn, Dusseldorf, Hamburg, Hannover, Berlin Tegel, Paris Charles de 
Gaulle and Rome Fiumicino airports and in the broader geographic areas 
encompassing (i) Frankfurt, Dusseldorf and Cologne-Bonn airports, (ii) Hamburg 
and Hannover airports, and (iii) Berlin Tegel, Berlin Schönefeld and Leipzig 
airports.  
(287) In particular, while the Initial Commitments fully remove the overlap in Frankfurt, 
Munich, Cologne-Bonn, Dusseldorf, Hamburg, Hannover, Berlin Tegel, Brussels 
and Paris Charles de Gaulle airports, this is not the case in Rome Fiumicino airport. 
In fact, for Rome Fiumicino, the Initial Commitments are well below the market 
share increment brought about by the Transaction, based on projected 2020 figures, 
and no infrastructure, assets and personnel required by any newcomer to this airport 
is included. While the proposed FCO Divestment Business is equivalent to the 
volume achieved by Dnata (the Parties’ competitor at Rome Fiumicino), in the 
  
63 absence of assets and personnel that would facilitate the entry of a competitor in 
FCO, the Commission considers it unlikely that the Initial Commitments would fully 
remove the competition concern created by the elimination of a significant 
competitor in Rome Fiumicino in a clear-cut manner. 
(288) The market test confirmed the Commission’s assessment. Indeed, the feedback of the 
market test was inconclusive as to the elimination of competition concerns by the 
Initial Commitments.306 More specifically, while the majority of competitors 
indicated that the proposed commitments would remove the identified competition 
concerns related to the horizontal overlaps in the supply of in-flight catering services 
at Frankfurt, Munich, Cologne-Bonn, Dusseldorf, Hamburg, Hannover, Berlin 
Tegel, Brussels, Paris Charles de Gaulle and Rome Fiumicino airports and in the 
broader geographic areas encompassing (i) Frankfurt, Dusseldorf and Cologne-Bonn 
airports, (ii) Hamburg and Hannover airports, and (iii) Berlin Tegel, Berlin 
Schönefeld and Leipzig airports, customers gave mixed replies. In that regard, an 
airline indicated that “ the proposed remedies will remove any potential competition 
concerns raised by this Transaction at the airports in which we operate ” while 
another one considers that “ [e]ven if Gategroup (GG) were to spin off certain less 
profitable businesses like GG FRA, MUC, LSG TXL, CDG, and FCO, it would not 
necessarily mitigate the competitive harm. Absent more information about the 
potential purchaser or purchasers, it is not clear whether the alternatives would be 
viable.”307 
(289) In view of the above considerations and the result of the market test, the 
Commission concludes that the Initial Commitments are insufficient to fully remove 
the serious doubts as to the compatibility of the Transaction with the internal market 
and the EEA Agreement.  
Purchaser criteria 
(290) The Commission considers that the purchaser criteria set out in the Initial 
Commitments are generally suitable to identify an appropriate purchaser of the 
different Divestment Businesses. 
(291) This assessment was confirmed by the market test. The majority of market test 
respondents consider that the purchaser criteria are appropriate to identify a suitable 
purchaser of the various Divestment Businesses.308 Nevertheless, several 
respondents indicated that experience in catering long-haul flights would be an 
advantage.309 
(292) In view of the above considerations and the results of the market test, the 
Commission considers that the Purchaser criteria could generally be suitable to 
identify an appropriate purchaser of the different Divestment Businesses.  
Viability and competitiveness of the Initial Commitments  
                                                
306  Replies to R1 – Market test - Questionnaire to Competitors, question 1; R2 – Market test – Questionnaire 
to Customers, question 1.  
307  Replies of two customers to R2 – Market test – Questionnaire to Customers, question 1.1.  
308  Replies to R1 – Market test - Questionnaire to Competitors, questions 26, 54, 73, 84; R2 – Market test – 
Questionnaire to Customers, questions 26, 53, 72, 83. 
309  Replies to Replies to R1 – Market test - Questionnaire to Competitors, questions 29, 32, 57, 76, 86; R2 – 
Market test – Questionnaire to Customers, questions 29, 33, 56, 75, and 85. 
  
64 (293) On the one hand, the Commission considers that the Belgian Divestment Business is 
viable. In addition, the CDG Divestment Business is viable, in particular for an 
existing player since the small volume of the overlap business is unlikely to be 
attractive for a new entrant. 
(294) On the other hand, the Commission considers that the Initial Commitments show 
some shortcomings, which could negatively impact the viability and the 
competitiveness of the other Divestment Businesses.  
(295) More specifically, the Commission notes that the German LCC Network Divestment 
Business and the FCO Divestment Business do not constitute stand-alone businesses.  
(296) Generally, the Commission considers that the lack of inclusion of assets and key 
personnel in the German LCC Network Divestment Business, the FRA/MUC 
Divestment Business and the FCO Divestment Business could entail risks for the 
timely access to the markets of the purchaser(s).  
(297) The German LCC Network Divestment Business might also be too dependent on 
[…] ([customers]) whose future is uncertain at this stage. Therefore, and in line with 
the replies of some respondents (see paragraph (300) below) the Commission 
considers that it would be beneficial to give a preference to a single purchaser of the 
two German divestment businesses, namely the German LCC Network Divestment 
Business and the FRA/MUC Divestment Business. 
(298) The FCO Divestment Business may not be viable for a new entrant given the lack of 
certain assets and personnel (e.g. facility with kitchen, trucks, and key personnel).  
(299) While all the respondents to the market test having expressed a view consider that 
the Belgian Divestment Business is viable,310 the results of the market test 
concerning the viability and competitiveness of the other Divestment Businesses are 
inconclusive. 
(300) Some respondents indicated that the sale of the German LCC Network Divestment 
Business and the FRA/MUC Divestment Business to one single purchaser would 
make the German Divestment Businesses more viable.311 For example, a customer 
stated, “Only one purchaser for both businesses will reach a sufficient size to remain 
a viable alternative in Germany as airlines (at least) ”.312 Correspondingly, 
respondents stated that the viability of both the LCC Network Divestment Business 
and the FRA/MUC Divestment Business would be diminished if sold separately due 
to synergies and scale effects lost313 and that “ At least a minimum of competitiveness 
could be achieved ”, if both businesses were sold to the same purchaser.314 Moreover, 
a customer expressed the view that all tangible assets should be transferred to make 
                                                
310  Replies to R1 – Market test - Questionnaire to Competitors, question 83; R2 – Market test – Questionnaire 
to Customers, question 82. 
311  Replies to R1 – Market test - Questionnaire to Competitors, question 7.1; R2 – Market test – 
Questionnaire to Customers, question 1.2 and 2.1. 
312  Replies to R1 – Market test - Questionnaire to Competitors, question 2.1; R2 – Market test – 
Questionnaire to Customers, question 2.1. 
312 Reply of a customer to R2 – Market test – Questionnaire to Customers, question 2.1. 
313  Reply of a competitor to R1 – Market test - Questionnaire to Competitors, question 9.1; Replies of 
customers to R2 – Market test – Questionnaire to Customers, questions 8 and 9. 
314  Replies of customers to R2 – Market test – Questionnaire to Customers, questions 6 and 7. 
  
65 the German LCC Network Divestment Business viable315 and that any purchaser 
should have the option to also take over all or at least key employees of these 
businesses.316 Furthermore, competitors also pointed to the need to transfer the 
premises in Berlin and Hamburg317 as well as to the difficulties in finding suitable 
facilities in Frankfurt or Munich.318 
(301) Market participants also gave mixed replies as to the viability of the CDG 
Divestment Business319 and the FCO Divestment Business.320 
(302) With respect to the FCO Divestment Business, a competitor stated, “ yes the 
contracts are a viable business ”321 while a customer indicated, “ The size of the 
business is quite small. Would require integration with alternative catering company 
that is already present at FCO ”.322 One customer stated that any “ External company 
without prior operation at FCo [sic] would need catering facilities, trucks, licences 
etc to operate and transfer the agreements ”323 while another stated that the transfer 
of a kitchen would “ almost certainly be necessary to replicate the level of service 
that LSG and Gategroup can currently provide to airline customers ”.324 Moreover, 
several competitors pointed to the need or additional benefit of transferring a 
catering unit, one competitor calling these units “vital” to the viability of the 
divestment.325 In addition, multiple customers stated that a transfer of personnel 
would be needed as well, in particular key personnel such as culinary chefs or those 
in charge of planning.326 
(303) With respect to the CDG Divestment Business, while competitors do not further 
substantiate their replies, a customer indicated, “ The divestiture does not seem 
sufficient to provide a competitive alternative ”.327 Another customer stated that the 
CDG Divestment Business “ Would require integration to established other catering 
operation at CDG ”.328 Several customers have expressed the view that the contract 
divested would be too small to allow for a new entrant to establish a catering 
business at CDG.329 In addition, because no catering unit is offered in the 
divestment, a customer stated that “ purchaser should also already have a unit at 
CDG”.330  
                                                
315  Reply of a customer to R2 – Market test – Questionnaire to Customers, question 15. 
316  Replies of customers to R2 – Market test – Questionnaire to Customers, question 18.1. 
317  Reply of a competitor to R1 – Market test - Questionnaire to Competitors, question 14. 
318  Reply of a competitor to R1 – Market test - Questionnaire to Competitors, question 42.1. 
319 Replies to R1 – Market test - Questionnaire to Competitors, question 64; R2 – Market test – Questionnaire 
to Customers, question 63.   
320  Replies to R1 – Market test - Questionnaire to Competitors, question 45; R2 – Market test – Questionnaire 
to Customers, question 44. 
321  Reply of a competitor to R1 – Market test - Questionnaire to Competitors, question 45.1. 
322  Reply of a customer to R2 – Market test – Questionnaire to Customers, question 44.1. 
323  Reply of a customer to R2 – Market test – Questionnaire to Customers, question 48. 
324  Reply of a customer to R2 – Market test – Questionnaire to Customers, question 49. 
325  Replies of competitors to R1 – Market test – Questionnaire to Competitors, questions 47.1. and 49. 
326  Replies of customers to R2 – Market test – Questionnaire to Customers, question 52. 
327  Reply of a customer to R2 – Market test – Questionnaire to Customers, question 63.1. 
328  Reply of a customer to R2 – Market test – Questionnaire to Customers, question 63.1. 
329  Replies of customers to R2 – Market test – Questionnaire to Customers, questions 63.1, 65.1, 67 and 74.1. 
330  Reply of a customer to R2 – Market test – Questionnaire to Customers, question 76.1. 
  
66 (304) In view of the above considerations and the results of the market test, the 
Commission considered that improvements were required in order to make the 
German LCC Network Divestment Business, the FRA/MUC Divestment Business, 
the CDG Divestment Business and the Rome FCO Divestment Business viable and 
competitive. 
Interest of competitors in the Divestment Businesses 
(305) The Commission notes that the market test allowed to identify some interest from 
competitors in four of the Divestment Businesses, namely the German LCC Network 
Divestment Business, the FRA/MUC Divestment Business, the Belgian Divestment 
Business and the Rome FCO Divestment Business. However, no interest was shown 
for the Paris CDG Divestment Business. 
Conclusion and identified areas for improvement 
(306) In view of the above, the Commissions considered that the Initial Commitments 
could in principle be suitable to address the competition concerns identified by the 
Commission in relation to the horizontal effects in the markets for in-flight catering 
services at Frankfurt, Munich, Cologne/Bonn, Dusseldorf, Hamburg, Hannover, 
Berlin Tegel, Brussels, Paris Charles de Gaulle and Rome Fiumicino airports and in 
the broader geographic areas encompassing (i) Frankfurt, Dusseldorf and Cologne-
Bonn airports, (ii) Hamburg and Hannover airports, and (iii) Berlin Tegel, Berlin 
Schönefeld and Leipzig airports, provided however that they would be improved 
along the lines suggested below, since the Commission considered that the Initial 
Commitments showed certain shortcomings, which could negatively impact the 
viability and competitiveness of the Divestment Businesses. 
(307) With respect to the different Divestment Businesses, areas for improvement were 
identified as follows: 
– For the German LCC Network Divestment Business, the FRA/MUC 
Divestment Business and the FCO Divestment Business: inclusion of 
an option to transfer assets and personnel (including the personnel in 
charge of the planning and dispatching, and, as far as they are 
currently part of the respective Divestment Businesses, in charge of 
account management and culinary development) upon the request of 
the purchaser. 
– For the German Divestment Businesses: inclusion of a clause giving a 
preference to purchasers of the entire German Divestment Businesses 
(i.e. the German LCC Network Divestment Business and the 
FRA/MUC Divestment Business). 
– For the Proposed Commitments as a whole: inclusion of an upfront 
buyer requirement to limit the significant risks that the commitments 
would not be effectively implemented,331 in particular […]. 
(308) The Commission informed the Notifying Party of the results of the market test on 24 
March 2020. Following the Commission’s feedback on the market test and the 
                                                
331  See paragraph (271). 
  
67 assessment of the Initial Commitments, the Notifying Party submitted a revised set 
of commitments on 1 April 2020, which were amended on 2 April 2020, and further 
amended on 3 April 2020 (the “Final Commitments”).  
6.3. Final Commitments  
6.3.1. Description of the Final Commitments 
(309) The Final Commitments essentially follow the structure of the Initial Commitments. 
The Notifying Party made improvements to address the shortcomings identified 
during the market test. Specifically, the Final Commitments submitted by the 
Notifying Party provide for the following additional improvements compared to the 
Initial Commitments. 
(310) Regarding the FRA/MUC Divestment Business: 
(a) Certain related assets necessary to the customer contracts in FRA and MUC 
at the option of the Purchaser are included.332 
(b) The transfer of the employees at the option of the Purchaser is provided.333  
(c) The necessary tangible assets at MUC at the option of the Purchaser would 
be included. By way of example, the Parties state that this could include the 
necessary infrastructure for the operation of the Divestment Business.334 
(d) An offer by Gategroup to support the Purchaser to obtain the necessary 
infrastructure at MUC is included.335 
(311) Regarding the Rome FCO Divestment Business: 
(a) Where applicable, certain related necessary assets at the option of the 
Purchaser would be included.336 
(b) The necessary employees at the option of the Purchaser would be included.337 
(c) An offer by Gategroup to reasonably support the Purchaser to enable the 
Purchaser to establish and effectively run the business is included.338 
(312) The Final Commitments further include a clause giving a preference to Purchasers of 
the entire German Divestment Businesses (i.e. the German LCC Network 
Divestment Business and the FRA/MUC Divestment Business). 339 
                                                
332  Form RM, as updated on 02 April 2020, Annex I – Commitments, paragraph 6b and Schedule B, 
paragraph 1. 
333  Form RM, as updated on 02 April 2020, Annex I – Commitments, paragraph 6b and Schedule B, 
paragraphs 4 and 16. 
334  Form RM, as updated on 02 April 2020, Annex I – Commitments, paragraph 6b and Schedule B, 
paragraph 13. 
335  Form RM, as updated on 02 April 2020, Annex I – Commitments, Schedule B, paragraph 13. 
336  Form RM, as updated on 02 April 2020, Annex I – Commitments, paragraph 6d and Schedule C, 
paragraphs 1 and 6. 
337  Form RM, as updated on 02 April 2020, Annex I – Commitments, paragraph 6d and Schedule C, 
paragraph 11. 
338  Form RM, as updated on 02 April 2020, Annex I – Commitments, Schedule C, paragraph 14. 
  
68 (313) The Final Commitments also include an upfront buyer requirement, meaning that the 
Transaction shall not be implemented before Gategroup or the Divestiture Trustee 
has entered into a final binding sale and purchase agreement for the sale of the 
Divestment Businesses and the Commission has approved the Purchaser(s) and the 
terms of sale.340 
(314) The full description of the assets and obligations of the Final Commitments is 
contained in the Schedules and Annexes thereof. 
6.3.2. Assessment of the Final Commitments 
(315) The Commission considers that the Final Commitments effectively address the 
specific shortcomings of the Initial Commitments. 
(316) In particular, the inclusion of an upfront buyer requirement limits the risks that the 
Final Commitments would not be effectively implemented,341 in particular in 
relation to […]. 
(317) With respect to the Commission’s concerns about the viability and competitiveness 
of the German divestment businesses (i.e. the FRA/MUC Divestment Business and 
the German LCC Network Divestment Business), the Commission notes that the 
Notifying Party included a clause that gives a preference to a single purchaser of 
both German divestment businesses. The Notifying Party also included in the 
FRA/MUC Divestment Business the option to transfer assets and personnel upon the 
purchaser’s request in order to enhance the viability of the divestment business. 
(318) The Commission notes that the Notifying Party did not include the option to transfer 
facilities at Cologne, Hamburg, Berlin Tegel and Berlin Leipzig, while the necessity 
to transfer of a facility in Hamburg and Berlin Tegel was mentioned by a competitor 
responding to the market test. Nevertheless, the Commission notes that these airports 
could potentially be served remotely from Hannover airport, where the Notifying 
Party offers to transfer a lease for a facility, or Berlin Schönefeld airport. The 
Commission therefore considers that the improvements included in the Final 
Commitments address the Commission’s concerns as to the viability and 
competitiveness of the German LCC Network Divestment Business and the 
FRA/MUC Divestment Business. 
(319) With respect to the FCO Divestment Business, additional assets and personnel 
needed for the operation of the business are included at the option of the purchaser. 
The Commission’s concerns about the ability of the purchaser to have adequate 
resources to operate the FCO Divestment Business in a timely and viable manner are 
therefore addressed by the Final Commitments. The purchaser could be a new 
entrant with a size that is equivalent to the merged entity’s competitor Dnata. 
Therefore, the FCO Divestment Business would remove the competition concerns 
related to the elimination of an important competitive constraint because of the 
Transaction. 
                                                                                                                                                
339  Form RM, as updated on 02 April 2020, Annex I – Commitments, paragraph 7. 
340  Form RM, as updated on 02 April 2020, Annex I – Commitments, paragraph 3. 
341  See paragraph (271). 
  
69 (320) With regard to CDG Divestment Business, the inclusion of an upfront buyer clause 
mitigates the risks related to […].   
(321) The Belgian Divestment Business would fully remove the overlap that would have 
been brought about by the Transaction. Therefore, the Belgian Divestment Business 
is sufficient to fully eliminate the serious doubts as to the compatibility of the 
Transaction with the internal market related to the horizontal effects on the market 
for in-flight catering services at Brussels airport. 
(322) More generally, the inclusion of an upfront buyer requirement mitigates the risks 
related to […]. 
(323) Therefore, in view of the above considerations, the Commission considers that the 
Final Commitments address the Commission’s concerns about the effectiveness, 
viability and competitiveness of the Divestment Businesses. 
6.4. Conclusion on the Final Commitments 
(324) For the reasons outlined above, the Final Commitments offered by the Notifying 
Party are sufficient to fully eliminate the serious doubts as to the compatibility of the 
Transaction with the internal market related to the horizontal effects in the markets 
for in-flight catering services at Frankfurt, Munich, Cologne/Bonn, Dusseldorf, 
Hamburg, Hannover, Berlin Tegel, Brussels, Paris Charles de Gaulle and Rome 
Fiumicino airports and in the broader geographic areas encompassing (i) Frankfurt, 
Dusseldorf and Cologne-Bonn airports, (ii) Hamburg and Hannover airports, and 
(iii) Berlin Tegel, Berlin Schönefeld and Leipzig airports. 
7. CONDITIONS AND OBLIGATIONS  
(325) Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered vis-à-vis the Commission with a view to rendering the 
concentration compatible with the internal market. 
(326) The fulfilment of the measures that give rise to the structural change of the market is 
a condition, whereas the implementing steps that are necessary to achieve this result 
are generally obligations on the parties. Where a condition is not fulfilled, the 
Commission’s decision declaring the concentration compatible with the internal 
market is no longer applicable. Where the undertakings concerned commit a breach 
of an obligation, the Commission may revoke the clearance decision in accordance 
with Article 6(3) of the Merger Regulation. The undertakings concerned may also be 
subject to fines and periodic penalty payments under Article 14(2) and 15(1) of the 
Merger Regulation. 
(327) In accordance with the basic distinction between conditions and obligations 
described in the preceding paragraph, the commitments in section B of the Final 
Commitments as well as in Schedules A to D and their annexes constitute conditions 
attached to this decision, as only through full compliance therewith can the structural 
changes in the relevant markets be achieved. The other commitments in the Final 
Commitments constitute obligations, as they concern the implementing steps which 
  
70 are necessary to achieve the modifications sought in a manner compatible with the 
internal market and the functioning of the EEA Agreement. 
8. CONCLUSION  
(328) For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions in section B of the Final Commitments as well as in 
Schedules A to D and their annexes annexed to the present decision and with the 
obligations contained in the other sections of the said commitments. This decision is 
adopted in application of Article 6(1)(b) in conjunction with Article 6(2) of the 
Merger Regulation and Article 57 of the EEA Agreement. 
For the Commission 
 
 
(Signed) 
Margrethe VESTAGER 
Executive Vice-President 
 
 
 
 
 
 
1      
 
    
Case M.9546 – GATEGROUP/LSG EUROPEAN BUSINESS  
 
COMMITMENTS TO THE EUROPEAN COMMISSION 
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), 
gategroup Holding AG (the “ Notifying Party ”) hereby enter into the following Commitments (the 
“Commitments ”) vis-à-vis the European Commission (the “ Commission ”) with a view to rendering 
the acquisition of the European business of LSG Lufthansa Services Holding AG (the 
“Concentration ”) compatible with the internal market and the functioning of the EEA Agreement.  
 
This text shall be interpreted in light of the Commission’s decision pursuant to Article 6(1)(b) of the of 
the Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the “ Decision”), in the general framework of European Union 
law, in particular in light of the Merger Regulation, and by reference to  the Commission Notice on 
remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation 
(EC) No 802/2004 (the “ Remedies Notice ”). 
 
Section A. Definitions 
1. For the purpose of the Commitments, the following terms shall have the following meaning: 
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate parents of 
the Parties, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Commission Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the 
"Consolidated Jurisdictional Notice ").  
Assets: the assets that contribute to the current operation or are necessary to ensure the viability 
and competitiveness of the Divestment Businesses.  
Belgian Divestment Business : as defined in paragraph  6(c).  
CDG Divestment Business : as defined in paragraph 6(e). 
Closing: the transfer of the legal title to the Divestment Businesses to the Purchaser(s). For the 
avoidance of doubt, Closing of the Belgian Divestment Business, the FCO Divestment Business, 
the FRA/MUC Divestment Business and the German LCC Network Divestment Business could 
occur on different dates. 
 
2  Closing Period : the period of […] following the approval of the Purchaser and the terms of sale 
by the Commission. Should this period expire prior to the end of the First Divestiture Period, the 
closing Period will be extended to no longer than […] after the end of the First Divestiture Period.  
Confidential Information : any business secrets, know-how, commercial information, or any 
other information of a proprietary nature that is not in the public domain. 
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
Divestment Businesses : the Belgian Divestment Business, the CDG Divestment Business, the 
FCO Divestment Business and the German Divestment Businesses.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by gategroup and who has/have received from gategroup the exclusive 
Trustee Mandate to sell the Divestment Businesses to a Purchaser at no minimum price.  
Effective Date : the date of adoption of the Decision.  
First Divestiture Period : the period of […] from the Effective Date. 
FCO Divestment Business: as defined in paragraph 6(d). 
FRA/MUC Divestment Business : as defined in paragraph 6(b). 
gategroup: gategroup Holding AG, incorporated under the laws of Switzerland, with its registered 
office at Sägereistrasse 20, 8152 Glattbrugg, Switzerland and registered with the Commercial 
Register of the Canton of Zurich under number CH-114.132.915.  
German Divestment Businesses : the FRA/MUC Divestment Business and the German LCC 
Network Divestment Business.  
German LCC Network Divestment Business : as defined in paragraph 6(a).   
Hold Separate Manager :  the person appointed by gategroup for the Divestment Businesses to 
manage the day to day business under the supervision of the Monitoring Trustee. 
LCC: means low-cost and charter carriers. 
 
3  Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by gategroup and who has/have the duty to monitor gategroup’s 
compliance with the conditions and obligations attached to the Decision. 
Parties: the Notifying Party and the undertaking that is the target of the concentration.  
Personnel : the personnel of the German and FCO Divestment Businesses as set out in the 
Schedules, including the personnel in charge of the planning and dispatching, and, as far as 
they are currently part of the respective divestment business, in charge of account 
management and culinary development.  (if any, as the case may be). 
Purchaser(s) : the entity(ies) approved by the Commission as acquirer(s) of the Divestment 
Businesses in accordance with the criteria set out in Section D. 
Purchaser Criteria : the criteria laid down in paragraph 20 of these Commitments that the 
Purchaser(s) must fulfil in order to be approved by the Commission. 
Schedules : the schedules to these Commitments describing more in detail the German Divestment 
Businesses, the CDG Divestment Business and the FCO Divestment Business. 
Transitional Support Arrangements:  the necessary transitional support services to be agreed 
between the Notifying Party and the Purchaser(s) and to be supplied to the Purchaser(s) as more 
fully described in the Schedules.  
Transitional Support Period : a period to be agreed between the Notifying Party and the 
Purchaser(s), beginning on Closing and not to exceed (without the Commission’s prior approval) 
[…] during which gategroup shall supply to the Purchaser(s) the Transitional Support 
Arrangements. 
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.   
Trustee Divestiture Period : the period of […] from the end of the First Divestiture Period. 
Section B. The commitment to divest and the Divestment Businesses 
 Commitment to divest 
2. In order to maintain effective competition, gategroup commits to divest, or procure the divestiture 
of the Divestment Businesses by the end of the Trustee Divestiture Period as a running business to 
a purchaser and on terms of sale approved by the Commission in accordance with the procedure 
described in paragraph 21 of these Commitments. To carry out the divestiture, gategroup commits 
to find a purchaser and to enter into a final binding sale and purchase agreement for the sale of the 
 
4  Divestment Businesses within the First Divestiture Period. If gategroup has not entered into such 
an agreement at the end of the First Divestiture Period, gategroup shall grant the Divestiture 
Trustee an exclusive mandate to sell the Divestment Businesses in accordance with the procedure 
described in paragraph 33 in the Trustee Divestiture Period.  
3. The Concentration shall not be implemented before gategroup or the Divestiture Trustee has 
entered into a final binding sale and purchase agreement for the sale of the Divestment Businesses 
and the Commission has approved the purchaser(s) and the terms of sale in accordance with 
paragraph 21. 
4. gategroup shall be deemed to have complied with this commitment if: 
 (a) by the end of the Trustee Divestiture Period, gategroup or the Divestiture Trustee has 
entered into a final binding sale and purchase agreement and the Commission 
approves the proposed purchaser and the terms of sale as being consistent with the 
Commitments in accordance with the procedure described in paragraph 21; and  
 (b) the Closing of the sale of the Divestment Businesses to the Purchaser takes place 
within the Closing Period.  
5. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for a 
period of 10 years after Closing, not acquire, whether directly or indirectly, the possibility of 
exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over the 
whole or part of the Divestment Businesses, unless, following the submission of a reasoned 
request from the Notifying Party showing good cause and accompanied by a report from the 
Monitoring Trustee (as provided in paragraph 47 of these Commitments), the Commission finds 
that the structure of the market has changed to such an extent that the absence of influence over 
the Divestment Businesses is no longer necessary to render the proposed concentration compatible 
with the internal market. 
Structure and definition of the Divestment Businesses 
6. The Divestment Businesses consist of:  
Germany 
(a) gategroup’s in-flight catering network operations in Germany, including certain customer 
contracts with low-cost and charter airlines for the provision of services at relevant 
airports, as well as certain related assets and employees, (the “ German LCC Network 
Divestment Business ” as described in more details in Schedule A); 
(b) gategroup’s customer contracts at Frankfurt International Airport (“FRA”) and Munich 
International Airport (“MUC”), including, where applicable and at the option of the 
 
5  Purchaser, certain related assets (that, by way of example, could also include the 
necessary infrastructure for the operation of the divested business) and employees 
(the “FRA/MUC Divestment Business ” as described in more details in Schedule B); 
Belgium 
(c) gategroup’s […]% shareholding in Newrest Servair Belgium SPRL operating an in-flight 
catering business in Belgium (the “ Belgian Divestment Business ”); 
 Italy 
(d) certain LSG EU’s customer contracts at Rome Fiumicino Airport (“FCO”) including, 
where applicable and at the option of the Purchaser, certain related assets and employees 
(the “FCO Divestment Business ” as described in more details in Schedule C); 
       France 
(e) LSG EU’s in-flight catering customer account at Paris Charles de Gaulle (“CDG”) (the 
“CDG Divestment Business ”, as described in more details in Schedule D).  
7. The Divestment Businesses may be divested to more than one Purchaser. Regarding the German 
Divestment Businesses, preference is given to one purchaser instead of two purchasers. 
8. The divestiture of the Divestment Businesses will proceed by way of one or more asset divestiture 
transactions, including transfer, sale, assignment as the case may be and in so far as legally 
permissible. The Divestment Businesses include all assets and staff that contribute to the current 
operation or are necessary to ensure the viability and competitiveness of the Divestment 
Businesses, in particular:  
(a) all leases of the units transferred to the German Divestment Businesses;  
(b) all tangible and intangible assets attached to the Divestment Businesses (tangible assets 
consisting of (i) equipment included in the respective units transferred to the Divestment 
Businesses or (ii) customer-dedicated moveable assets); 
(c) the transfer of all customer contracts of the CDG Divestment Business, German 
Divestment Businesses and the FCO Divestment Business; and  
(d) if any, the Personnel, subject to applicable employment laws. 
 
6  9. In addition and at the option of the Purchaser, the Divestment Businesses includes the benefit, for 
a transitional period of up to […] after Closing and at variable cost, of all current arrangements 
under which gategroup, LSG EU or their Affiliated Undertakings supply products or services to 
the Divestment Businesses, as detailed in the Schedules, unless otherwise agreed with the 
Purchaser. Strict firewall procedures will be adopted so as to ensure that any competitively 
sensitive information related to, or arising from such supply arrangements (for example, product 
roadmaps) will not be shared with, or passed on to, anyone outside the relevant operations.   
 Section C.  Related commitments 
 Preservation of viability, marketability and competitiveness 
10. From the Effective Date until Closing, the Notifying Party shall preserve or procure the 
preservation of the economic viability, marketability and competitiveness of the Divestment 
Businesses, in accordance with good business practice, and shall minimise as far as possible any 
risk of loss of competitive potential of the Divestment Businesses. In particular gategroup 
undertakes:  
(a) not to carry out any action that might have a significant adverse impact on the value, 
management or competitiveness of the Divestment Businesses or that might alter the 
nature and scope of activity, or the industrial or commercial strategy or the investment 
policy of the Divestment Businesses;  
(b) to make available, or procure to make available, sufficient resources for the 
development of the Divestment Businesses, on the basis and continuation of the 
existing business plans; 
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice), to encourage all 
relevant Personnel to remain with the Divestment Businesses, and not to solicit or 
move any Personnel to gategroup’s remaining business, unless such Personnel has 
objected to its transfer to the Purchaser pursuant to applicable employment laws. 
Where, nevertheless, individual members of the relevant Personnel exceptionally 
leave the Divestment Businesses, gategroup shall provide a reasoned proposal to 
replace the person or persons concerned to the Commission and the Monitoring 
Trustee. gategroup must be able to demonstrate to the Commission that the 
replacement is well suited to carry out the functions exercised by those individual 
members of the relevant Personnel. The replacement shall take place under the 
supervision of the Monitoring Trustee, who shall report to the Commission. 
 Hold-separate obligations  
11. gategroup commit(s), from the Effective Date until Closing, to procure that the Divestment 
Businesses are kept separate from the business(es) it will be retaining and to ensure that unless 
explicitly permitted under these Commitments: (i) management and staff of the business(es) 
 
7  retained by gategroup have no involvement in the Divestment Businesses; (ii) the Personnel of the 
Divestment Businesses have no involvement in any business retained by gategroup and do not 
report to any individual outside the Divestment Businesses. 
12. Until Closing, gategroup shall assist the Monitoring Trustee in ensuring that the Divestment 
Businesses are managed as a distinct and saleable entity separate from the business which 
gategroup is retaining. Immediately after the adoption of the Decision, gategroup shall appoint a 
Hold Separate Manager. The Hold Separate Manager, which shall be part of the Personnel, shall 
manage the Divestment Businesses independently and in the best interest of the business with a 
view to ensuring its continued economic viability, marketability and competitiveness and its 
independence from the business retained by gategroup. The Hold Separate Manager shall closely 
cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture Trustee. 
Any replacement of the Hold Separate Manager shall be subject to the procedure laid down in 
paragraph 10(c) of these Commitments. The Commission may, after having heard gategroup, 
require gategroup to replace the Hold Separate Manager.  
13. To ensure that the Belgian Divestment Business is held and managed as a separate entity the 
Monitoring Trustee shall exercise gategroup’s rights as shareholder in the legal entity or entities 
that constitute the Belgian Divestment Business (except for its rights in respect of dividends that 
are due before Closing), with the aim of acting in the best interest of the business, which shall be 
determined on a stand-alone basis, as an independent financial investor, and with a view to 
fulfilling gategroup ’s obligations under the Commitments. Furthermore, the Monitoring Trustee 
shall have the power to replace members of the supervisory board or non-executive directors of 
the board of directors, who have been appointed on behalf of gategroup . Upon request of the 
Monitoring Trustee, gategroup shall resign as a member of the boards or shall cause such 
members of the boards to resign. 
 Ring-fencing 
14. gategroup shall implement, or procure to implement, all necessary measures to ensure that it does 
not, after the Effective Date, obtain any Confidential Information relating to the Divestment 
Businesses and that any such Confidential Information obtained by gategroup before the Effective 
Date will be eliminated and not be used by gategroup. This includes measures vis-à-vis 
gategroup’s appointees on the supervisory board and/or board of directors of the Divestment 
Businesses. In particular, the participation of the Divestment Businesses in any central information 
technology network shall be severed to the extent possible, without compromising the viability of 
the Divestment Businesses. gategroup may obtain or keep information relating to the Divestment 
Businesses which is reasonably necessary for the divestiture of the Divestment Businesses or the 
disclosure of which to gategroup is required by law.   
 Non-solicitation clause 
15. The Parties undertake, subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Personnel transferred with the Divestment Businesses 
for a period of […] after Closing.  
 
8  16. The Parties undertake not to solicit, and to procure that Affiliated Undertakings do not 
solicit, customers of the Divestment Businesses for the respective durations of the current 
customer contracts (possibly extended) with the Divestment Businesses. For the 
avoidance of doubt, this non-solicitation clause restricts the Parties from engaging with 
such customers for the sale of in-flight catering services, and the Parties are obligated to 
refuse to supply the customers in case the customers contact the Parties directly.  
 Due diligence 
17. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment 
Businesses, gategroup shall, subject to customary confidentiality assurances and dependent on the 
stage of the divestiture process:   
(a) provide to potential purchasers sufficient information as regards the Divestment 
Businesses;  
(b)  provide to potential purchasers sufficient information relating to the Personnel and 
allow them reasonable access to the Personnel.  
 Reporting 
18. gategroup shall submit written reports in English on potential purchasers of the Divestment 
Businesses and developments in the negotiations with such potential purchasers to the 
Commission and the Monitoring Trustee no later than 10 days after the end of every month 
following the Effective Date (or otherwise at the Commission’s request). gategroup shall submit a 
list of all potential purchasers having expressed interest in acquiring the Divestment Businesses to 
the Commission at each and every stage of the divestiture process, as well as a copy of all the 
offers made by potential purchasers within five days of their receipt. 
19. gategroup shall inform the Commission and the Monitoring Trustee on the preparation of the data 
room documentation and the due diligence procedure and shall submit a copy of any information 
memorandum to the Commission and the Monitoring Trustee before sending the memorandum out 
to potential purchasers. 
Section D. The Purchaser 
20. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
(a) The Purchaser shall be independent of and unconnected to the Notifying Party/Notifying 
Parties and its/their Affiliated Undertakings (this being assessed having regard to the situation 
following the divestiture).  
 
9  (b) The Purchaser shall have the financial resources, proven expertise and incentive to maintain 
and develop the Divestment Businesses as a viable and active competitive force in competition 
with the Parties and other competitors;  
(c) The acquisition of the Divestment Businesses by the Purchaser must neither be likely to 
create, in light of the information available to the Commission, prima facie  competition 
concerns nor give rise to a risk that the implementation of the Commitments will be delayed. In 
particular, the Purchaser must reasonably be expected to obtain all necessary approvals from the 
relevant regulatory authorities for the acquisition of the Divestment Businesses. 
21. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the 
divestment of the Divestment Businesses shall be conditional on the Commission’s approval. 
When gategroup has reached a final agreement with a purchaser, it shall submit a fully 
documented and reasoned proposal, including a copy of the final agreement(s), within one week to 
the Commission and the Monitoring Trustee. gategroup must be able to demonstrate to the 
Commission that the purchaser fulfils the Purchaser Criteria and that the Divestment Businesses 
are being sold in a manner consistent with the Commission's Decision and the Commitments. For 
the approval, the Commission shall verify that the purchaser fulfils the Purchaser Criteria and that 
the Divestment Businesses are being sold in a manner consistent with the Commitments including 
their objective to bring about a lasting structural change in the market. The Commission may 
approve the sale of the Divestment Businesses without one or more Assets or parts of the 
Personnel, or by substituting one or more Assets or parts of the Personnel with one or more 
different assets or different personnel, if this does not affect the viability and competitiveness of 
the Divestment Businesses after the sale, taking account of the proposed purchaser. 
Section E. Trustee 
 I. Appointment procedure 
22. gategroup shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee. The Notifying Party/Notifying Parties commit(s) not to 
close the Concentration before the appointment of a Monitoring Trustee.  
23. If gategroup has not entered into a binding sale and purchase agreement regarding the Divestment 
Businesses one month before the end of the First Divestiture Period or if the Commission has 
rejected a purchaser proposed by gategroup at that time or thereafter, gategroup shall appoint a 
Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon the 
commencement of the Trustee Divestiture Period.  
24. The Trustee shall:  
(i) at the time of appointment, be independent of the Notifying Party/Notifying Parties and 
its/their Affiliated Undertakings;  
 
10  (ii) possess the necessary qualifications to carry out its mandate, for example have sufficient 
relevant experience as an investment banker or consultant or auditor; and  
(iii) neither have nor become exposed to a Conflict of Interest.  
25. The Trustee shall be remunerated by the Notifying Parties in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration package 
of a Divestiture Trustee includes a success premium linked to the final sale value of the 
Divestment Businesses, such success premium may only be earned if the divestiture takes place 
within the Trustee Divestiture Period.  
  Proposal by gategroup  
26. No later than two weeks after the Effective Date, gategroup shall submit the name or names of one 
or more natural or legal persons whom gategroup proposes to appoint as the Monitoring Trustee to 
the Commission for approval. No later than one month before the end of the First Divestiture 
Period or on request by the Commission, gategroup shall submit a list of one or more persons 
whom gategroup proposes to appoint as Divestiture Trustee to the Commission for approval. The 
proposal shall contain sufficient information for the Commission to verify that the person or 
persons proposed as Trustee fulfil the requirements set out in paragraph 24 and shall include:  
(a) the full terms of the proposed mandate, which shall include all provisions necessary to 
enable the Trustee to fulfil its duties under these Commitments;  
(b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned tasks;  
(c)  an indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two functions. 
  Approval or rejection by the Commission  
27. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to 
approve the proposed mandate subject to any modifications it deems necessary for the Trustee to 
fulfil its obligations. If only one name is approved, gategroup shall appoint or cause to be 
appointed the person or persons concerned as Trustee, in accordance with the mandate approved 
by the Commission. If more than one name is approved, gategroup shall be free to choose the 
Trustee to be appointed from among the names approved. The Trustee shall be appointed within 
one week of the Commission’s approval, in accordance with the mandate approved by the 
Commission. 
 
11    New proposal by the gategroup  
28. If all the proposed Trustees are rejected, gategroup shall submit the names of at least two more 
natural or legal persons within one week of being informed of the rejection, in accordance with 
paragraphs 22 and 27 of these Commitments.  
  Trustee nominated by the Commission  
29. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a 
Trustee, whom gategroup shall appoint, or cause to be appointed, in accordance with a trustee 
mandate approved by the Commission. 
 II. Functions of the Trustee 
30. The Trustee shall assume its specified duties and obligations in order to ensure compliance with 
the Commitments. The Commission may, on its own initiative or at the request of the Trustee or 
gategroup, give any orders or instructions to the Trustee in order to ensure compliance with the 
conditions and obligations attached to the Decision.   
  Duties and obligations of the Monitoring Trustee 
31. The Monitoring Trustee shall:  
(i)        propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
(ii) oversee, in close co-operation with the Hold Separate Manager, the on-going management 
of the Divestment Businesses with a view to ensuring its continued economic viability, 
marketability and competitiveness and monitor compliance by gategroup with the 
conditions and obligations attached to the Decision. To that end the Monitoring Trustee 
shall:  
  (a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Businesses, and the keeping separate of the 
Divestment Businesses from the business retained by the Parties, in accordance 
with paragraphs 11 and 12 of these Commitments; 
  (b) supervise the management of the Divestment Businesses as saleable businesses, in 
accordance with paragraph 12 of these Commitments;  
  (c) with respect to Confidential Information: 
 
12   determine all necessary measures to ensure that gategroup does not after the 
Effective Date obtain more Confidential Information relating to the 
Divestment Businesses,  
 in particular strive for the severing of the Divestment Businesses’ 
participation in a central information technology network to the extent 
possible, without compromising the viability of the Divestment Businesses,  
 make sure that any Confidential Information relating to the Divestment 
Businesses obtained by gategroup before the Effective Date is eliminated and 
will not be used by gategroup and  
 decide whether such information may be disclosed to or kept by gategroup as 
the disclosure is reasonably necessary to allow gategroup to carry out the 
divestiture or as the disclosure is required by law;  
  (d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Businesses and gategroup or Affiliated Undertakings;   
(iii) propose to gategroup such measures as the Monitoring Trustee considers necessary to 
ensure gategroup’s compliance with the conditions and obligations attached to the 
Decision, in particular the maintenance of the full economic viability, marketability or 
competitiveness of the Divestment Businesses, the holding separate of the Divestment 
Businesses and the non-disclosure of competitively sensitive information; 
(iv) review and assess potential purchasers as well as the progress of the divestiture process 
and verify that, dependent on the stage of the divestiture process: 
  (a) potential purchasers receive sufficient and correct information relating to the 
Divestment Businesses and the Personnel in particular by reviewing, if available, 
the data room documentation, the information memorandum and the due diligence 
process, and  
  (b) potential purchasers are granted reasonable access to the Personnel; 
(v) act as a contact point for any requests by third parties, in particular potential purchasers, in 
relation to the Commitments; 
(vi) provide to the Commission, sending gategroup a non-confidential copy at the same time, a 
written report within 15 days after the end of every month that shall cover the operation 
and management of the Divestment Businesses as well as the splitting of assets and the 
allocation of Personnel so that the Commission can assess whether the business is held in 
 
13  a manner consistent with the Commitments and the progress of the divestiture process as 
well as potential purchasers;  
(vii) promptly report in writing to the Commission, sending gategroup a non-confidential copy 
at the same time, if it concludes on reasonable grounds that gategroup is failing to comply 
with these Commitments; 
(viii) within one week after receipt of the documented proposal referred to in paragraph 21 of 
these Commitments, submit to the Commission, sending gategroup a non-confidential 
copy at the same time, a reasoned opinion as to the suitability and independence of the 
proposed purchaser and the viability of the Divestment Businesses after the Sale and as to 
whether the Divestment Businesses are sold in a manner consistent with the conditions 
and obligations attached to the Decision, in particular, if relevant, whether the Sale of the 
Divestment Businesses without one or more Assets or not all of the Personnel affects the 
viability of the Divestment Businesses after the sale, taking account of the proposed 
purchaser; 
(ix) assume the other functions assigned to the Monitoring Trustee under the conditions and 
obligations attached to the Decision. 
32. If the Monitoring and Divestiture Trustee are not the same [legal or natural] persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each other during and 
for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate each 
other's tasks. 
  Duties and obligations of the Divestiture Trustee 
33. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price the 
Divestment Businesses to a purchaser, provided that the Commission has approved both the 
purchaser and the final binding sale and purchase agreement (and ancillary agreements) as in line 
with the Commission's Decision and the Commitments in accordance with paragraphs 20 and 21 
of these Commitments. The Divestiture Trustee shall include in the sale and purchase agreement 
(as well as in any ancillary agreements) such terms and conditions as it considers appropriate for 
an expedient sale in the Trustee Divestiture Period. In particular, the Divestiture Trustee may 
include in the sale and purchase agreement such customary representations and warranties and 
indemnities as are reasonably required to effect the sale. The Divestiture Trustee shall protect the 
legitimate financial interests of gategroup, subject to the Notifying Party/Notifying Parties’ 
unconditional obligation to divest at no minimum price in the Trustee Divestiture Period.  
34. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture 
Trustee shall provide the Commission with a comprehensive monthly report written in English on 
the progress of the divestiture process. Such reports shall be submitted within 15 days after the end 
of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential  copy to 
the Notifying Party/Notifying Parties . 
 
14   III. Duties and obligations of the Parties 
35.  gategroup shall provide and shall cause its advisors to provide the Trustee with all such co-
operation, assistance and information as the Trustee may reasonably require to perform its tasks. 
The Trustee shall have full and complete access to any of gategroup’s or the Divestment 
Businesses’ books, records, documents, management or other personnel, facilities, sites and 
technical information necessary for fulfilling its duties under the Commitments and of gategroup 
and the Divestment Businesses shall provide the Trustee upon request with copies of any 
document. gategroup and the Divestment Businesses shall make available to the Trustee one or 
more offices on their premises and shall be available for meetings in order to provide the Trustee 
with all information necessary for the performance of its tasks. 
36. gategroup shall provide the Monitoring Trustee with all managerial and administrative support 
that it may reasonably request on behalf of the management of the Divestment Businesses. This 
shall include all administrative support functions relating to the Divestment Businesses which are 
currently carried out at headquarters level. gategroup shall provide and shall cause its advisors to 
provide the Monitoring Trustee, on request, with the information submitted to potential 
purchasers, in particular give the Monitoring Trustee access to the data room documentation and 
all other information granted to potential purchasers in the due diligence procedure. gategroup 
shall inform the Monitoring Trustee on possible purchasers, submit lists of potential purchasers at 
each stage of the selection process, including the offers made by potential purchasers at those 
stages, and keep the Monitoring Trustee informed of all developments in the divestiture process.  
37. gategroup shall grant or procure Affiliated Undertakings to grant comprehensive powers of 
attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillary 
agreements), the Closing and all actions and declarations which the Divestiture Trustee considers 
necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors 
to assist with the sale process. Upon request of the Divestiture Trustee, gategroup shall cause the 
documents required for effecting the sale and the Closing to be duly executed. 
38. gategroup shall indemnify the Trustee and its employees and agents (each an “ Indemnified 
Party”) and hold each Indemnified Party harmless against, and hereby agrees that an Indemnified 
Party shall have no liability to gategroup for, any liabilities arising out of the performance of the 
Trustee’s duties under the Commitments, except to the extent that such liabilities result from the 
wilful default, recklessness, gross negligence or bad faith of the Trustee, its employees, agents or 
advisors. 
39. At the expense of gategroup, the Trustee may appoint advisors (in particular for corporate finance 
or legal advice), subject to gategroup’s approval (this approval not to be unreasonably withheld or 
delayed) if the Trustee considers the appointment of such advisors necessary or appropriate for the 
performance of its duties and obligations under the Mandate, provided that any fees and other 
expenses incurred by the Trustee are reasonable. Should gategroup refuse to approve the advisors 
proposed by the Trustee the Commission may approve the appointment of such advisors instead, 
after having heard gategroup. Only the Trustee shall be entitled to issue instructions to the 
advisors. Paragraph 38 of these Commitments shall apply mutatis mutandis . In the Trustee 
Divestiture Period, the Divestiture Trustee may use advisors who served gategroup during the 
Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale. 
 
15  40. gategroup agrees that the Commission may share Confidential Information proprietary to 
gategroup with the Trustee. The Trustee shall not disclose such information and the principles 
contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis .  
41. The Notifying Party/Notifying Parties agree that the contact details of the Monitoring Trustee are 
published on the website of the Commission's Directorate-General for Competition and they shall 
inform interested third parties, in particular any potential purchasers, of the identity and the tasks 
of the Monitoring Trustee. 
42. For a period of 10 years from the Effective Date the Commission may request all information 
from the Parties that is reasonably necessary to monitor the effective implementation of these 
Commitments. 
 IV. Replacement, discharge and reappointment of the Trustee 
43. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, 
including the exposure of the Trustee to a Conflict of Interest:  
(a) the Commission may, after hearing the Trustee and gategroup, require gategroup to replace the 
Trustee; or  
(b) gategroup may, with the prior approval of the Commission, replace the Trustee.  
44. If the Trustee is removed according to paragraph 43 of these Commitments, the Trustee may be 
required to continue in its function until a new Trustee is in place to whom the Trustee has 
effected a full hand over of all relevant information. The new Trustee shall be appointed in 
accordance with the procedure referred to in paragraphs 22-29 of these Commitments.  
45. Unless removed according to paragraph 43 of these Commitments, the Trustee shall cease to act as 
Trustee only after the Commission has discharged it from its duties after all the Commitments 
with which the Trustee has been entrusted have been implemented. However, the Commission 
may at any time require the reappointment of the Monitoring Trustee if it subsequently appears 
that the relevant remedies might not have been fully and properly implemented. 
Section F. The review clause 
46. The Commission may extend the time periods foreseen in the Commitments in response to a 
request from gategroup or, in appropriate cases, on its own initiative. Where gategroup requests an 
extension of a time period, it shall submit a reasoned request to the Commission no later than one 
month before the expiry of that period, showing good cause . This request shall be accompanied by 
a report from the Monitoring Trustee, who shall, at the same time send a non-confidential copy of 
the report to the Notifying Party. Only in exceptional circumstances shall gategroup be entitled to 
request an extension within the last month of any period.  
 
16  47. The Commission may further, in response to a reasoned request from the Notifying Parties 
showing good cause waive, modify or substitute, in exceptional circumstances, one or more of the 
undertakings in these Commitments. This request shall be accompanied by a report from the 
Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to the 
Notifying Party. The request shall not have the effect of suspending the application of the 
undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
Section G. Entry into force  
48. The Commitments shall take effect upon the date of adoption of the Decision. 
 
 
 
 
……………………………………   
[…] duly authorised for and on behalf of   
gategroup Holding AG 
 
 
1   
SCHEDULE A 
GERMAN LCC NETWORK DIVESTMENT BUSINESS 
 
1. The Divestment Business as operated to date has the following legal and 
functional structure: 
(1) The German LCC Network Divestment Business (hereafter in this Schedule A, the 
“Divestment Business ”) consists of gategroup’s in-flight catering network operations 
in Germany, including certain customer contracts with low-cost and charter airlines 
for the provision of services at relevant airports, as well as certain related assets and 
employees.  
(2) The main activity of the Divestment Business is the provision of in-flight catering and 
related services to [customer] and [customer] at German airports where they have 
departing flights.   
(3) The constituent parts of the Divestment Business are currently mainly held, directly or 
indirectly, by Gate Gourmet Deutschland GmbH and comprise all essential assets 
which are necessary to ensure its viability and competitiveness, as set forth below. The 
Divestment Business will be carved out by way of pre-closing reorganisation or 
transferred to the Purchaser by way of an asset deal.  
Functional organisation  
(4) Day-to-day operations of the Divestment Business are currently conducted by 
dedicated employees at the various locations that have their own leadership teams. 
This represents a total of […] FTEs, staffed as follows:  
 [breakdown by airport location] 
 [breakdown by airport location] 
 [breakdown by airport location] 
 [breakdown by airport location] 
(5) The staffing for each unit depends on the type of activities that are conducted, namely 
food production, warehousing, etc.  
(6) The transfer of all these employees will be offered by gategroup, subject to the consent 
of the employees concerned pursuant to applicable labour laws. If the respective 
employee does not consent, gategroup considers that the Purchaser can easily recruit 
adequate personnel for each function.  
(7) Certain functions (and in particular administrative functions such as HR, 
Finance/Accounting, etc.) are performed by employees of the regional or country head 
offices of gategroup having responsibilities and competences for other businesses. 
gategroup does not consider these employees to be needed for the Divestment 
 
2  Business to be successful and is of the view that the relevant functions could be taken 
over by the Purchaser’s own organisation.  
(8) Supply is also organised at regional or national level: gategroup purchases raw 
materials essential to the operation of its business principally through regional and 
national food distributors in each of the geographical regions it operates. Because of 
the relatively short storage life of food inventories, especially perishables, customers’ 
requirements for freshness, a minimum amount of inventory is maintained at any 
given time.  
(9) Generally, gategroup is not substantially dependent on one supplier and could obtain 
comparably priced alternative products or services from other suppliers should a 
supply contract be terminated or not be renewed. This is reinforced by the fact that an 
important part of the total raw materials and other supply purchases (approx. […]% 
for Germany in 2018) corresponds to customer-nominated products.   
(10) Organisational charts depicting the current functional structure of the Divestment 
Business are attached as gategroup Confidential Annex 1 .  
  Customer descriptions 
(11) The Divestment Business’ operations are focused on the provision of in-flight catering 
and related services (mainly) to low-cost and charter airlines in Germany.  
(12) The main customer contracts of the Divestment Business are network contracts with 
[customer] and [customer] relating to in-flight catering services at German airports 
where the two airlines operate. 
(13) The most important provisions of these two contracts are as follows: 
a) [customer]: 
 Scope: The contract concerns the provision of services for 
[customer] flights at the following airports:  […].   
 Revenue: […] 
 Term: The contract started on […] expires on […].  
 Change of control: The contract is [contract details].  
 
b) [customer]:  
 Scope: The contract concerns the provision of services for 
flights at the following airports: […].   
 Revenue:[…] 
 
3   Term: The contract started on […] and expires on […].  
 Change of control: The contract is [contract details].  
(14) A complete list of all customer contracts of the Divestment Business, is included in 
gategroup Confidential Annex 2 .   
2.  In accordance with paragraph 6 of these Commitments, the Divestment 
Business includes, but is not limited to: 
  
(a) the following main tangible assets:  
(15) All tangible assets and equipment of the Divestment Business, including high loaders, 
unit equipment, customer-dedicated moveable assets etc.  
(16) An overview of all assets that will be transferred with the Divestment Business per 
location is contained in gategroup Confidential Annex 3 .  
(17) A list of high-loaders is submitted as gategroup Confidential Annex 4.  
(b) the following main intangible assets:    
 the licence to continue using the brand “Gate Gourmet” for such time as 
required to complete the transition to the Purchaser’s brand ([…]);  
 (c) the following main licences, permits and authorisations:  
 Not applicable; 
(d) the following main contracts, agreements, leases, commitments and 
understandings: 
 (Sub-)Lease contracts:  
(18) The Divestment Business leases facilities comprising:  
- […].  
 
- […]. 
 
- […]. 
 
- […]. 
 
- […]. 
 
 Supply contracts with third parties 
(19) Not applicable.  
 
4  (e) all customer, credit and other records ;  
(20) A list of the customer contracts of the Divestment Business is included in gategroup  
Confidential Annex 2 .  
 (f) the following Personnel: 
(21) All current employees of the German Network Divestment Business are set out in 
gategroup  Confidential Annex 5 . This, however, will be determined alongside the 
needs of the Purchaser and is subject to the consent of employees under applicable 
labour laws.  
 
(g)   the arrangements for the supply with the following products and services 
by gategroup or Affiliated Undertakings: 
(22) Transition services arrangements will be offered [pricing formula] at the option of the 
Purchaser, to use for a transitional period of up to […] after Closing in order to 
facilitate a smooth transfer of the Divestment Business.  
(23) At the option of the Purchaser, this will include an arrangement for the provision of 
food items at fair market value as required to serve airlines in accordance with the 
transferred customer contracts.   
3. The Divestment Business shall not include:  
(a) The Divestment Business does not include the following customer 
contracts: 
 
 Contracts for the provision of in-flight catering services that are 
transferred as part of the FRA/MUC Divestment Business; 
 Contract for the provision of in-flight catering services to [customer] at 
HAM; 
 Contract for the provision of in-flight catering to seasonal flights of 
[customer] and [customer] in Berlin. 
(b) The Divestment Business does not own any real estate. 
(c) The Divestment Business does not include leases for facilities at CGN, 
HAM, TXL and LEJ (these can be served for instance remotely).  
(d) The Divestment Business does not include any agreement with suppliers. 
 
5  (e) The Divestment Business does not include the following employees: 
(24) Any employee at locations where no unit is transferred. 
(25) Other employees to be excluded once the Purchaser determines what employees will 
be needed with the Divestment Business. 
4. If there is any asset or personnel which is not covered by paragraphs 2 or 
3 of this Schedule but which is both used (exclusively or not) in the 
Divestment Business and necessary for the continued viability and 
competitiveness of the Divestment Business, that asset or adequate 
substitute will be offered to potential purchasers. 
 
 
  
 
6  ANNEXES   
 
 gategroup Confidential Annex 1: Organizational charts  
[…] 
 gategroup Confidential Annex 2: List of customer contracts  
[…] 
 gategroup Confidential Annex 3:  Overview of assets per location  
[…] 
 gategroup Confidential Annex 4:  List of high loaders  
[…]  
 gategroup Confidential Annex 5:  List of employees (anonymised)  
[…] 
 
 
 
 
 
1   
SCHEDULE B 
FRA-MUC DIVESMENT BUSINESS 
 
1. The Divestment Business as operated to date has the following legal and 
functional structure:  
(1) The FRA/MUC Divestment Business (hereafter in this Schedule B the “ Divestment 
Business”) consists of gategroup’s customer contracts at Frankfurt International 
Airport (“ FRA”) and Munich International Airport (“ MUC”) including, where 
applicable  and at the option of the Purchaser, certain related assets (that, by way of 
example, could also include the necessary infrastructure for the operation of the 
divested business) and employees.  
(2) The constituent parts of the Divestment Business are currently mainly held, directly or 
indirectly, by Gate Gourmet GmbH Deutschland, Admiral-Rosendahl-Straße 2, 63263 
Neu-Isenburg, Deutschland, and comprise all the elements which are necessary to 
ensure its viability and competitiveness, as set forth below. 
 Functional organisation  
(3) Day-to-day operations of the Divestment Business are currently conducted by 
dedicated employees at FRA and MUC 
(4) The transfer of the employees will be offered by gategroup, subject to the consent of 
the employees concerned pursuant to applicable labour laws. If the respective 
employees do not consent, gategroup considers that the Purchaser can easily recruit 
adequate personnel for each function.  
(5) Certain functions (and in particular administrative functions such as HR, 
Finance/Accounting, etc.) are performed by employees of the regional or country head 
offices of gategroup having responsibilities and competences for other businesses. 
gategroup does not consider these employees to be needed for the Divestment 
Business to be successful and is of the view that the relevant functions could be taken 
over by the Purchaser’s own organisation.  
(6) Supply is also organised at regional or national level: gategroup purchases raw 
materials essential to the operation of its business principally through regional and 
national food distributors in each of the geographical regions in which it operates. 
Because of the relatively short storage life of food inventories, especially perishables, 
customers’ requirements for freshness, a minimum amount of inventory is maintained 
at any given time.  
(7) Generally, gategroup is not substantially dependent on one supplier and could obtain 
comparably priced alternative products or services from other suppliers should a 
supply contract be terminated or not be renewed. This is reinforced by the fact that an 
 
2  important part in of the total raw materials and other supply purchases (approx. […]% 
for Germany in 2018) corresponds to customer-nominated products.   
 
 Customers description 
 
(8) The Divestment Business’ operations are focused on the provision of in-flight catering 
services to (legacy) airlines at or from FRA and MUC.  
 
(9) A complete list of all customer contracts of the Divestment Business, is included in 
gategroup Confidential Annex 1 .   
2. In accordance with paragraph 6 of these Commitments, the Divestment Business 
includes, but is not limited to:  
(a) the following main tangible assets:  
(10) All tangible assets and equipment of the Divestment Business, including, but not 
limited to high loaders, unit equipment, etc.  
(11) An overview of all assets that will be transferred with the Divestment Business at FRA 
is contained in gategroup Confidential Annex 2 .  
(12) A list of high-loaders at FRA is included as gategroup Confidential Annex 3.  
(13) At the option of the Purchaser, the necessary tangible assets at MUC. By way of 
example, this could include the necessary infrastructure for the operation of the 
Divestment Business. In the event of a single Purchaser, the necessary infrastructure is 
already included in the German LCC Network Divestment Business package (i.e. sub-
lease for a facility at MUC which could also be used for the additional contracts of 
FRA/MUC Divestment Business). Should there be multiple Purchasers, gategroup 
would support the Purchaser of the FRA/MUC Divestment Business to get the 
necessary infrastructure at MUC. 
 
(b) the following main intangible assets:    
 the licence to continue using the brand “Gate Gourmet” for such time as 
required to complete the transition to the Purchaser’s brand (but for no 
longer than […]);  
(c) the following main licences, permits and authorisations:  
 
3   Not applicable; 
(d) the following main contracts, agreements, leases, commitments and 
understandings: 
 At the option of the Purchaser: the lease contract for the […]  
 Supply contracts with various third parties:  
(14) Not applicable.  
(e) all customer, credit and other records; 
(15) A list of the customer contracts of the Divestment Business is included in gategroup  
Confidential Annex 1 .  
(f) the following Personnel: 
(16) This will be determined alongside the needs of the Purchaser and be subject to the 
consent of employees under applicable labour laws. 
(g) the arrangements for the supply with the following products and 
services by gategroup or Affiliated Undertakings: 
(17) The following supply arrangements will be offered, at the option of the Purchaser:  
 certain transitional services by gategroup, including IT systems and 
processes, application engineering, etc., in order to facilitate a smooth 
transfer of the Divestment Business; 
 a transitional supply agreement.   
3. The Divestment Business shall not include: 
(a) The Divestment Business does not include the following customer 
contracts: 
 Contracts that are transferred as part of the German LCC Network 
Divestment Business;  
(b) The Divestment Business does not own any real estate. 
(c) The Divestment Business does not include a lease for facility at MUC.  
 
4  (d) The Divestment Business does not include any agreement with suppliers. 
(e) The Divestment Business does not include the following employees: 
(18) Employees to be excluded once the Purchaser has determined which employees will 
be needed with the Divestment Business. 
4. If there is any asset or personnel which is not covered by paragraphs 2 or 3 of 
this Schedule but which is both used (exclusively or not) in the Divestment 
Business and necessary for the continued viability and competitiveness of the 
Divestment Business, that asset or adequate substitute will be offered to potential 
purchasers. 
  
 
5     ANNEXES  
 gategroup Confidential Annex 1: List of customer contracts  
[…] 
 gategroup Confidential Annex 2:  Overview of FRA assets  
[…] 
 gategroup Confidential Annex 3:  List of FRA high loaders  
[…] 
 
 
 
 
1  SCHEDULE C 
FCO DIVESMENT BUSINESS 
 
1. The Divestment Business as operated to date has the following legal and 
functional structure:  
(1) The FCO Divestment Business (hereafter in this Schedule C the “ Divestment 
Business”) consists of certain LSG EU’s customer contracts at Rome Fiumicino 
Airport (“ FCO”) including, where applicable  and at the option of the Purchaser, 
certain related assets and employees.  
 Functional organisation  
(2) The Divestment Business is currently fully integrated within LSG EU.  
(3) gategroup considers that all that the relevant functions that are currently involved in 
the operations of the Divestment Business could be taken over by the Purchaser’s own 
organisation or, alternatively, that the Purchaser would not face any difficulties in 
recruiting adequate personnel.  
 Customers description 
(4) The Divestment Business’ operations are focused on the provision of in-flight catering 
services to (legacy) airlines at FCO.  
(5) The customer contracts that are currently part of the package represent a budgeted 
revenue of EUR […] and are listed in Confidential Annex 1.  
2. In accordance with paragraph 6 of these Commitments, the Divestment Business 
includes, but is not limited to: 
 the following main tangible assets:  
(6) At the option of the Purchaser, all necessary assets (in particular customer-dedicated 
assets) to be determined with the Purchaser.  
(a) the following main intangible assets:    
(7) The Divestment Business will include the necessary intangible assets, if any, subject 
to their availabilities.  
 
2  (b) the following main licences, permits and authorisations:  
(8) Not applicable. 
(c) the following main contracts, agreements, leases, commitments and 
understandings: 
(9) Not applicable.  
(d) all customer, credit and other records; 
(10) The Divestment Business will include the customer contracts described at para. 8.   
(e) the following Personnel: 
(11) At the option of the Purchaser, the necessary personnel to be determined with the 
Purchaser.  
(f) the arrangements for the supply with the following products and 
services by gategroup or Affiliated Undertakings: 
(12) The following supply arrangements will be offered, at the option of the Purchaser:  
 certain transitional services, including IT systems and processes, 
application engineering, etc., in order to facilitate a smooth transfer of the 
Divestment Business; 
 a transitional supply agreement.   
3. The Divestment Business shall not include: 
(a) The Divestment Business does not include the following customer 
agreements: 
(13) Locations that are covered by the transferred customer contracts but will continue to 
be served by the merged entity (for instance, [customer-contract]) will be carved out. 
 
3  (b) The Divestment Business does not include any real estate nor lease to 
facilities at FCO. 
(14) At the option of the Purchaser, if needed, gategroup will reasonably support that the 
Purchaser will be enabled to establish and effectively run the business.  
(c) The Divestment Business does not include any agreement with suppliers. 
(d) The Divestment Business does not include the following employees: 
(15) Employees to be excluded once the Purchaser has determined which employees will 
be needed with the Divestment Business. 
4. If there is any asset or personnel which is not covered by paragraphs 2 or 3 of 
this Schedule but which is both used (exclusively or not) in the Divestment 
Business and necessary for the continued viability and competitiveness of the 
Divestment Business, that asset or adequate substitute will be offered to potential 
purchasers. 
  
 
4  ANNEXES 
 
 Confidential Annex 1: List of customer contracts 
 […] 
 
 
 
1  SCHEDULE D 
CDG DIVESMENT BUSINESS 
 
1. The Divestment Business as operated to date has the following legal and 
functional structure:  
(1) The CDG Divestment Business (hereafter in this Schedule D the “ Divestment 
Business”) consists of LSG EU’s in-flight catering customer account at Paris Charles 
de Gaulle Airport (“ CDG”) including, where applicable, customer-dedicated 
moveable assets.  
 Functional organisation  
(2) The Divestment Business is currently fully integrated within LSG EU.  
(3) gategroup consider that all that the relevant functions that are currently involved in the 
operations of the Divestment Business could be taken over by the Purchaser’s own 
organisation or, alternatively, that the Purchaser would not face any difficulties in 
recruiting adequate personnel.  
 Customers description 
(4) The Divestment Business’ operations are focused on the provision of in-flight catering 
services to [customer] at CDG, currently served by LSG EU. The business with 
[customer] is mainly seasonal and represents a revenue of approx. EUR […].342  
2. In accordance with paragraph 6 of these Commitments, the Divestment Business 
includes, but is not limited to: 
(a) the following main tangible assets:  
(5) At the option of the Purchaser, customer-dedicated assets to be determined with the 
Purchaser.  
(b) the following main intangible assets:    
                                                
342  Representing a market share of [0-5]% (in 2018, revenue was below […] million and market share below  
[0-5]%).  
 
2  (6) The Divestment Business will include the necessary intangible assets, if any, subject 
to their availabilities.  
(c) the following main licences, permits and authorisations:  
(7) Not applicable. 
(d) the following main contracts, agreements, leases, commitments and 
understandings: 
(8) Not applicable.  
(e) all customer, credit and other records; 
(9) The Divestment Business will include the relevant available information on the 
services provided to the customer as described above at para. 4.   
(f) the following Personnel: 
(10) Not applicable. 
(g) the arrangements for the supply with the following products and 
services by gategroup or Affiliated Undertakings: 
(11) The following supply arrangements will be offered, at the option of the Purchaser:  
 certain transitional services, including IT systems and processes, 
application engineering, etc., in order to facilitate a smooth transfer of the 
Divestment Business; 
 a transitional supply agreement.   
3. The Divestment Business shall not include: 
(a) The Divestment Business does not include any real estate. 
(b) The Divestment Business does not include any agreement with suppliers. 
 
3  (c) The Divestment Business does not include any employees. 
4. If there is any asset or personnel which is not covered by paragraphs 2 or 3 of 
this Schedule but which is both used (exclusively or not) in the Divestment 
Business and necessary for the continued viability and competitiveness of the 
Divestment Business, that asset or adequate substitute will be offered to potential 
purchasers.