Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION 
Brussels,17.7.2017 
C(2017) 5150 final  
   
To the notifying party: 
Dear Sir/Madam, 
Subject: Case M.8416 – The Priceline Group / Momondo Group Holdings 
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreemen t on the European Economic 
Area2 
(1) On 12 June 2017, the Commission receive d a notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by 
which the undertaking The Priceline Group Inc. (" Priceline ", United States) 
acquires within the meaning of Article 3(1) b of the Merger Regulation sole control 
over Momondo group Holdings Limited (" Momondo ", United Kingdom), by way 
of purchase of shares ("the Transaction ").3 
(2) Priceline and Momondo will also be referred to below as the " Parties ". 
1. THE  PARTIES  AND  THE  OPERATION 
(3) Priceline is active in the supply of onlin e travel and related services, notably 
through metasearch sites ("MSS") and on line travel agents ("OTAs"), in 224 
countries and territories in Europe, No rth America, South America, the Asia-
Pacific region, Middle East and Africa. Its core bra nds include the MSS brand 
KAYAK, also operating under the Swoodoo a nd Checkfelix brands, and the OTA 
brands Booking.com, priceline.com, agoda.c om, Rentalcars.com and Opentable.  
                                                 
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 Un ion ('TFEU') 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'). 
3  Publication in the Official Journal of the European Union No C 197 , 21.06.2017 , p.25. 
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 Where possible the information omitted has been replaced by ranges of figures or a 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. PUBLIC VERSION 
 
2 (4) Momondo offers services in the online trav el sector in 35 international markets 
with an EEA focus on the Nordic region. It owns two MSS, namely Cheapflights 
and Momondo.  
(5) Priceline will acquire 100% of the issued capital of Momondo through a private 
acquisition.  
(6) Consequently, the Transaction results in the acquisition of  sole control within the 
meaning of Article 3(1)(b) of the EUMR. 
2. EU DIMENSION 
(7) The Transaction was referre d to the Commission under Ar ticle 4(5) following the 
notifying party's request. The Transaction was capable of being reviewed under the 
national competition laws in Austria, Cyprus, Germany and the UK, which didn't 
express their disagreement to the request to refer the case. Therefore the concentration 
is deemed to have an EU dimension. 
3. MARKET  DEFINITION   
3.1. The Parties' activities 
(8) Priceline is an integrated group active worl dwide in online travel  intermediation. In 
the EEA, Priceline operates MSS for fli ghts, hotels and car rentals under the 
Kayak, Swoodoo and Checkfelix brands (together "KAYAK").4 Priceline also 
operates OTAs in the EEA: Booking.com, specialising in hotel bookings, and Rentalcars.com, specialising in car rentals.   
(9) Priceline's MSS and OTAs also provide commercial affiliate programmes at global 
level.  
(10) Through their commercial affiliate program mes, Priceline's MSS provide access to 
their search and comparison technology to  third party websites, such as other 
smaller MSS, general travel websites, travel blogs, etc. that wish to offer comparison services to their visitors. Th rough the commercial affiliate programme, 
visitors to the affiliate's website can search for and compare flights, hotels and car rentals, as if they were visiting the websit e of the Priceline MSS that is offering the 
commercial affiliate programme.  
(11) Similarly, Priceline's OTAs provide acce ss to their search, compare and booking 
functionality to third parties through their commercial affiliate programmes. The affiliates of Priceline's OTAs are notably smaller OTAs and TSPs wishing to combine their offering with other travel serv ices, e.g. airlines wishing to offer hotel 
accommodation, hotels wishing to offer car rent als, etc. Priceline's OTAs also offer 
their commercial affiliate programmes to MSS that wish to provide booking 
functionality on their websites in addition to comparison services. Visitors to the 
affiliates' websites can search for and book travel services from Priceline's OTAs, 
as if they were visiting the Priceline websites.  
                                                 
4  KAYAK also offers MSS services for package ho lidays; this activity is however ancillary to the 
flights and hotels MSS.  
 
3 (12) Under their commercial affiliate programmes , Priceline's MSS and OTAs enter into 
revenue-sharing agreements with their affiliates, whereby Priceline's MSS and OTAs share with the affiliates a percen tage of the commission they generate 
through referrals from the affiliates. 
(13) Momondo operates two MSS, both also active in the EEA. Momondo's MSS are 
active in flights, where they have established their own inventory through 
cooperation with flights OTAs, airlines etc. Momondo also offers hotels MSS, 
however this is powered through a comm ercial affiliate programme offered by 
HotelsCombined, a hotels MSS. Momondo is  not active in the provision of car 
rental MSS. Instead, it has entered into a commercial affiliate programme provided 
by CarTrawler, a car rental OTA. Therefore, as regards car rental, Momondo effectively provides OTA services to its us ers. However, all car rental bookings are 
re-directed to the CarTrawler website  and handled by CarTrawler and not 
Momondo.
5  
(14) Momondo also offers commercial affilia te programmes for flights MSS.  
(15) Therefore, the Transaction would give ri se to horizontal ove rlaps and vertical 
relationships in the following activities of the Parties:6  
i. horizontal overlaps in the operati on of flights MSS and hotels MSS 
websites; 
ii. horizontal overlaps in the ope ration of car rental OTAs; 
iii. horizontal overlaps in the provision of commercial affiliate programmes for 
flights MSS; 
iv. potential vertical relatio nship between the operation of MSS for flights, 
hotels, car rentals and the operation of OTAs for flight s, hotels, car rentals;  
v. potential vertical relationship betwee n the operation of flights MSS and the 
provision of flights MSS commercial a ffiliate programmes, as well as the 
operation of hotels MSS and the pr ovision of hotels MSS commercial 
affiliate programmes; 
vi. potential vertical relationship between the operation of car rental OTAs and 
the provision of car rental OTA commercial affiliate programmes.  
                                                 
5  Momondo also displays package holiday products provided by OTAs and tour operators on its 
websites on the basis of commercial affiliate relati onship with Reisegiganten; it does not, however, 
provide comparison services for these products. Mo reover, this activity of Momondo is ancillary to 
the main services it provides, having generated only EUR […] in the EEA in 2016. 
6  Priceline and Momondo also offer search and comp arison services on their MSS websites for package 
holidays; however, due to the nature  of the package holiday products, they merely display the offers 
of OTAs and tour operators. Rare ly is the exact same package holiday offered by more than one 
provider, and, therefore, it is not possible to prov ide price comparison for the exact same product. 
Momondo only offers package holidays MSS in Denmark, Norway and Sweden in the EEA, 
generating approximately EUR […] through this activ ity, which corresponds to less than […]% of its 
turnover in these countries. KAYAK's revenues from package holidays in Denmark, Norway and 
Sweden correspond to less than […]% of its total re venues in these countries. Therefore, the Parties' 
activities in relation to package holidays will not be further analysed in this Decision.    
 
4 3.2. Relevant product markets 
3.2.1.  Online travel intermediation 
(16) The Parties are active in the online travel se ctor. In its previous  decision practice, 
the Commission considered whether online tr avel markets form part of a broader 
"dynamic market" comprising the services provided by all suppliers of the travel 
industry's value chain, i.e. s uppliers of different kinds of travel services, tour 
operators, brick-and-mortar and onlin e travel agents and other travel 
intermediaries. Ultimately, the Commission left the market definition open.7   
(17) The online travel sector is characterised by a multitude of players at various levels 
of the value chain. Among the main ones are:  
i. travel service providers ("TSPs"), such as airlin es, hotel operators, car 
rental companies or other transport service suppliers. For the purposes of 
this Decision, tour operators, wh ich create tourism products by 
purchasing individual travel products and combining them into package 
holidays, will also be considered as TSPs; 
ii. online travel agents ("OTAs"), namely online retailers which sell one or 
more types of travel service, supplied by a range of TSPs, such as flights, 
hotel and other travel accommodation and car rental. OTAs provide, on 
the one hand, search, compare and b ooking services to consumers and, on 
the other hand, marketin g services and booking f unctionality to TSPs;8 
iii. metasearch sites ("MSS"), namely websites which aggregate information 
relating to one or more types of tr avel service. MSS provide, on the one 
hand, search and comparison services to consumers and allow them to 
compare offers for the same travel  product made by the TSP and/or by 
one or more OTAs. On the other hand, MSS provide lead generation 
services to TSPs and OTAs.9   
(18) The majority of respondents to the ma rket investigation taking a position 
considered that the dist ribution of travel servi ces through online channels 
constitutes a separate market from the di stribution of travel services through other 
channels.10  
(19) In light of the above, the Commission found evidence pointing towards the 
existence of a separate market for  the online intermediation of travel services. 
                                                 
7  Case M.8046 – TUI/Transat France, para. 13 and following; Case M.6163 - AXA/ PERMIRA/ 
OPODO/ GO VOYAGES/EDREAMS , para.18 and following (with a focus on flights); M.4601 - 
KarstadtQuelle/ MyTravel, recital 21 and follow ing (with a focus on leisure travel only). 
8  For ease of reference, in this Decision, end us ers of MSS and OTAs are referred to as consumers, 
even though some end users may in  fact be corporate travellers. 
9  MSS generally re-direct users to a TSP or OTA website in order to complete their booking, however 
some MSS have recently begun to o ffer a direct booking function, allo wing the user to complete the 
transaction without leaving the MSS website. 
10  Replies to Q1 – Questionnaire to MSS, question 6; Q2 – Questionnaire to OTAs, question 5; Q3 – 
Questionnaire to TSPs, question 6; Q4 – Questionnaire to Consumer Associations, question 3. 
 
5 However, as the Parties are only active in online intermediation, and the 
Transaction would not raise serious doubt s under any plausible market definition, 
for the purposes of this Decision, it may be  left open whether the intermediation of 
travel services online constitutes a sepa rate market from the intermediation of 
travel services through br ick-and-mortar outlets. 
(20) Therefore, for the purposes of this Decision, the Commi ssion concludes that it may 
be left open whether there is a distinct market for the online intermediation of travel services. The Commission will assess the impact of the Transaction only on the narrower possible markets for the interm ediation of travel services online, in 
which the Parties are active.  
3.2.2.  Distinction between general and specialised search engines 
(21) In its prior decision practice, the Commission has concluded that internet general  
search should be distinguished from sp ecialised search, which focuses on specific 
segments of online content, such as  for example travel search engines.
11  
(22) The Parties also note that , although consumers do use general search to look for 
travel services, the results thus generate d are very different from the comparison 
services offered by MSS. The Parties view  Google's specialised travel services 
Google Flights and Google Hotels as compe ting MSS operators and not as part of 
the general search service provided by Google.    
(23) As the Parties only overlap in the operation of specialised search engines focussed 
on travel, the impact of the Transacti on will be assessed on markets for travel 
search engines.  
3.2.3.  Distinction between MSS and OTAs  
3.2.3.1.  Commission and national competition authorities' decision practice 
(24) The Commission has not defi ned markets for travel MSS in its past decision 
practice. MSS were consider ed in a previous decision, in which the Commission 
pointed out that MSS aggregate and co mpare fares, but do not offer booking 
capabilities, instead channelling consumers to TSPs or travel agents offering the 
best fares. However, the Commission di d not define the market on which MSS 
operate.12  
(25) In its previous decision practice, the Comm ission has considered distinct markets 
for the provision of travel agency services.13  
(26) National competition authorities have also looked into the online travel sector. The 
UK national competition authority has looked into MSS markets in its assessment of the acquisition of KAYAK by Priceline,  assessing the impact of the merger on 
the supply of online travel search serv ices to UK consumers and the supply of 
                                                 
11  Case M.5727 – Microsoft/ Yahoo! Search Business, para.31.  
12  Case M.4523- Travelport/Worldspan , para. 31-33; the Commission concluded that MSS should not 
be included in the same relevant product market as global distribution system operators (GDSs).  
13  Cases M.8046 – TUI/Transat France, para. 13, M.4601 - KarstadtQuelle/My Travel, para. 30-31. 
 
6 online lead generation servic es to TSPs, without ultimately defining MSS markets. 
In its assessment, the UK national compe tition authority considered that MSS and 
OTAs are both in a vertical relationship a nd compete with each other, as they both 
seek to obtain traffic by providing online tr avel search services to consumers and 
online lead generation services  to TSPs. However, in that  decision, the OFT did not 
conclude on the precise market definiti on and analysed competition between OTAs 
and MSS only “on a cautious basis”, findi ng that, even in a potential market 
including both OTAs and MSS, an OT A and a MSS “are not in fact close 
competitors”.14 
(27) Conversely, in their antitr ust decisions assessing most -favoured nation clauses in 
contracts for the online distribution of hotel accommodation, the German, French, 
Italian, Swedish and Swiss competition aut horities and the Düsseldorf appeal court 
in Germany treated OTAs specialising in  the distribution of  hotel accommodation 
as belonging to a distinct market, implicitly or explicitly excluding MSS.15    
3.2.3.2.  Parties' views 
(28) The Parties submit that MSS are active on a two-sided market, offering, on the one 
hand, online travel search se rvices to consumers and, on the other hand, online lead 
generation services to TSPs and OTAs.  
(29) The Parties argue that MSS are not alternat ives to OTAs for either consumers or 
for TSPs, and should therefore not be in cluded in the same market, for the 
following reasons.  
(30) First, OTAs offer booking functionality to  consumers, whereas  MSS typically do 
not. While some MSS, including all KAYAK  brands, allow consumers to book 
through a booking function embedded in the MSS interface, that functionality is 
actually provided by OTAs or TSPs, and the transaction is in fact completed on the 
platforms of the latter. Therefore, fo r TSPs whose website does not include a 
booking functionality, MSS would not be an  alternative to OTAs, as consumers 
would not be able to complete their booking on the MSS platform.   
(31) Second, the payment model adopted by most MSS is different from that of OTAs. 
MSS typically operate a "pay-per-click m odel", whereby TSPs and OTAs pay a fee 
to the MSS for each referral to their ow n websites, irrespective of whether the 
referral leads to a booking. OTAs, on the ot her hand, usually operate a "pay-per-
acquisition" model, whereby TSPs pay a fee for each completed booking that is facilitated by the OTA. The payment model used by most MSS entails a higher financial risk for TSPs than that used by OTAs, since the TSP is likely to pay fees 
for referrals that do not re sult in actual bookings.   
                                                 
14  OFT decision of 14 May 2013 (ME/5882-12) on the anticipated acquisition by Priceline.Com of 
Kayak Software Corporation, para.14 and following. 
15  German national competition authority's deci sions of 20 December 2013 and 23 December 2015 
addressed to HRS and Booking.com respectively; French, Italian and Swedish national competition authorities' decisions of 15-21 April 2015 addressed to Booking.com; Swiss national competition 
authority's decision of 19 October 2015 addressed to Booking.com, Expedia, Inc and HRS; judgment 
of Düsseldorf Higher Regional Court of 9 January 2015, HRS vs Bundeskartellamt.   
 
7 (32) Third, the customer base of MSS is br oader, as it includes TSPs and OTAs, 
whereas OTAs do not list the offerings of rival OTAs on their websites. Moreover, 
the Parties submit that the majority of MSS revenues is generated through referrals to OTAs.  
(33) Fourth, MSS offer consumers the possibili ty to compare the prices offered by 
multiple OTAs and TSPs for the same travel service, such as a specific type of hotel room in a particular hotel on a part icular date. Conversely, OTAs only display 
the offers of the TSPs that may be booked through the OTA; they do not display 
the prices offered by rival OTAs for the same travel service.  
3.2.3.3.  Commission's assessment 
(34) Respondents to the market investigation we re rather split as to whether MSS and 
OTAs should be viewed as belonging to the same market.  
(35) When asked whether the services offered by MSS to consumers and to TSPs should 
be distinguished from those offered by OT As, respondents were rather split as to 
whether the services offered by MSS are interchangeable with those of OTAs.
16 
(36) Respondents who considered that MSS shoul d be distinguished from OTAs pointed 
out that OTAs act as agents of TSPs, wher eas MSS act merely as advertisers; that 
MSS provide the first step in the consumer journey, which is then often completed 
through a booking on OTA websites; that M SS offer a much broader comparison, 
displaying offers from multiple distribution channels and enabling consumers to compare prices for the same travel product, whereas OTAs only enable consumers to compare different travel products; that  OTAs have a more direct relationship 
with consumers, providing additional services , such as call centres and after-sales 
support; and that even when the MSS of fer some booking functionality, this is 
actually still powered by an OTA or TSP.  
(37) Moreover, MSS which responded to the market  investigation indicated that for an 
MSS to start offering services similar to an OTA, significant time and investment 
would be required. The MSS would have to  develop a deeper cooperation with 
TSPs, on the basis of an agency model, i nvest in software solutions allowing it to 
process bookings and payments, provide cust omer service, and in some cases also 
register as a travel agency and acquire related licences. Some MSS also noted that 
such a change would not make commercial sense, as MSS' reputation of presenting 
price comparison results in a neutral way could be compromised, and such a change in the business model would be un likely to be welcomed by the market. 
Last, MSS that provided information on thei r revenue sources appeared to generate 
most of their income from their relati onships with OTAs and only a small share 
from TSPs.
17  
(38) Respondents who considered that both t ypes of services are interchangeable 
referred to the fact that both MSS and OTAs compete to attract consumers' 
                                                 
16  Replies to Q1 – Questionnaire to MSS, questions 7 and 8; Q2 – Questionnaire to OTAs, questions 7 
and 8; Q3 – Questionnaire to TSPs, questions 7 and 8; Q4 – Questionnaire to Consumer Associations, 
question 3. 
17  Replies to Q1 – Questionnaire to MSS, question 3. 
 
8 attention and lead them to their webs ites through a variety of channels; that 
consumers often do not realise that they  are not completing their booking on the 
MSS website, and thus see MSS as interchangeable with OTAs; and that an increasing number of MSS have begun to  offer booking functionalities on their 
websites. However, even respondents who cons idered that the two types of services 
are interchangeable from the point of vi ew of consumers pointed out that OTAs 
offer additional services, such as the completion and management of bookings and payments, after-sales support a nd other customer services.  
(39) In light of the above, the Commission c onsiders that even though MSS and OTAs 
are both active in the intermediation of travel services online and both aim to 
attract consumers interested in organising th eir travel, they appear  to offer different 
services and generally operate on the basis of different business models. As the Transaction would not raise serious doubts, either on the basis of  distinct markets 
for MSS and OTAs or on the basis of a broader market comprising both MSS and 
OTAs, the exact scope of the product market may be left open for the purposes of this Decision. 
3.2.3.4.  Conclusion 
(40) Therefore, for the purposes of this Decision, the Commi ssion concludes that it may 
be left open whether there are dis tinct markets for MSS and OTAs. The 
Commission will therefore assess the impact  of the Transaction both on markets for 
MSS only and on broader markets co mprising both MSS and OTAs.  
3.2.4.  Segmentation of MSS and OTA markets by type of trav el services   
3.2.4.1.  Commission and national competition authorities' decision practice 
(41) In its prior decision pract ice, the Commission considered that the online 
distribution of travel services could be  further segmented by type of travel 
products, between flights, hotels, package ho lidays, etc. though ultimately the exact 
definition of the product market was left open.
18  
(42) National competition authorities have also distinguished between hotels, flights and 
car rentals, considering that these are not interchangeable fr om the consumer's 
point of view and observing that MSS and OTAs often specialise in one type of 
travel services, even if there is some complementarity between the different types 
of travel services from the supply side, as  consumers may prefer to organise their 
entire journey or holiday  in a "one-stop" shop.19  
3.2.4.2.  Parties' views 
(43) The Parties claim that, even though in the past most online travel intermediaries 
focussed on a specific type of travel service, such as flights, hotels, car rentals, etc., 
                                                 
18  Cases M.8046 – TUI/Transat France , para. 101; M.6163 - AXA/ PERMIRA/ OPODO/ GO 
VOYAGES/EDREAMS , para.18 and following. 
19  Illustratively, OFT decision of 14 May 2013 (ME/5882-12) on the anticipated acquisition by 
Priceline.Com of Kayak Software Corporation, para.31; German national competition authority's 
decisions of 20 December 2013 and 23 Decembe r 2015 addressed to HRS and Booking.com 
respectively.  
 
9 in recent years, there has been signifi cant convergence in the sector, as MSS and 
OTAs which originally focussed on one type of travel services have expanded their 
activities to enable consumers to comp lete their bookings for multiple travel 
services on a single website. Therefore, in the Parties' view, the markets for MSS 
and for OTAs are broader, comprisi ng all types of travel services.20 
3.2.4.3.  Commission's assessment 
(44) The majority of respondents to the market  investigation consider that the markets 
for MSS and OTAs should be further se gmented by type of travel service, 
identifying distinct segments for flights,  hotels, car rentals and package holidays.21   
(45) A limited number of respondents who consid er that the markets for online travel 
intermediation should not be further segmente d by type of travel services argue that 
MSS or OTAs specialising in only one type  of travel service are in competition 
with respectively those MSS or OTAs that offer a broader range of travel services; 
that the business model and technology required to offer online intermediation 
services for different types of travel serv ices is comparable, and that even though 
not identical, different types of travel services are complementary and thus likely to be sourced together by consumers. 
(46) Among the majority of respondents who consider that narrower markets for each 
type of travel services should be ta ken into account, several point out that 
intermediation for one type of travel service (such as flights) is not substitutable to intermediation for a different type of serv ice (such as hotels); that consumers often 
search for each type of travel service at  different points in tim e and using different 
intermediaries; that several MSS and OTAs - including some well-known ones - 
specialise in only one type of  travel service, and that MSS and OTAs use different 
marketing techniques for each type of travel services. 
(47) Moreover, when asked whether they coul d easily expand their activity from one 
type of travel service to another, the MSS that responded to the market 
investigation were rather split. Some respondents noted that they could expand 
using their current business model and t echnology, and by establ ishing commercial 
relationships (notably through commercial affiliate programmes) with 
intermediaries already active in  the type of travel service into which they wished to 
expand. Other respondents pointed out that new interfaces, new pa rtners, additional 
expertise in the new type of product an d marketing activiti es to build a new 
customer base would be required.
22  
                                                 
20  The Parties also submit that for certain types of travel services, namely fli ghts and car rentals, OTAs 
are on the same market with, resp ectively, airlines and car rental companies. These TSPs typically 
offer booking functionalities on their websites and thus  compete with OTAs for consumers wishing to 
complete their reservation online. If a narrower market for OTA-only car rental services were 
considered, the Transaction would give rise to aff ected markets in all EEA countries. However, the 
increment resulting from the Transaction would be <[ 0-5]% in all markets; th erefore, these narrower 
potential markets will not be analysed further.  
21  Replies to Q1 – Questionnaire to MSS, question 9; Q2 – Questionnaire to OTAs, questions 9-10; Q3 
– Questionnaire to TSPs, question 9 and question 11; Q4 – Questionnaire to Consumer associations, 
question 4. 
22  Replies to Q1 – Questionnaire to MSS, question 10. 
 
10 (48) Conversely, the majority of OTAs that responded to the market investigation 
considered that an expansion of their activ ities into another type of travel service 
would be difficult, as expenses would be required to connect to new databases for 
providing inventory for th e new type of service, different technology and a 
different business model would be requi red, and product-specific knowledge and 
market analysis on how to target consumers interested in the new type of travel 
services would have to be developed.23 
(49) Last, when asked about the scope of th e contracts concluded between MSS and 
OTAs, the majority of MSS and OTAs that responded to the market investigation indicated that they negotiate separately fo r each type of travel service, even when 
both contracting parties provide intermedia tion for more than one type of travel 
service.
24 
(50) In light of the above, the Commission considers that segmenting MSS and OTA 
markets by different types of travel servic e should be considered. However, as the 
Transaction would not raise serious doubt s, irrespective of whether broader 
markets comprising "all travel" MSS or OTA services are ta ken into account, or 
narrower segments for each of  flights, hotels, car rental s and package holidays, the 
exact delineation of the relevant pr oduct markets may be left open.  
3.2.4.4.  Conclusion 
(51) Therefore, for the purposes of this Decision, the Commi ssion concludes that it may 
be left open whether MSS and OTA market s should be further segmented based on 
the type of travel service they intermediate. The Commission will therefore assess the impact of the Transaction on market s for flights MSS, hotels MSS, and car 
rentals MSS and a broader market for "all travel" MSS, as well as on markets for 
flights OTAs, hotels OTAs, and car rental OTAs and a broader market for "all travel" OTAs. 
3.2.5.  Commercial affiliate programmes 
(52) In its previous decision practice, th e Commission has not assessed commercial 
affiliate programmes in the travel sector.  
(53) The Parties submit that commercial affiliate programmes offered by MSS are not in 
competition with those offered by OTAs. As  MSS and OTAs provide their affiliate 
partners with access to their content a nd functionalities, the different business 
models of MSS and OTAs are mirrored in  the commercial affiliate programmes 
they offer. Moreover, the Parties submit that the companies that enter into the 
commercial affiliate programmes offered by MSS are different from those which enter into the commercial affiliate programmes offered by OTAs. Companies 
which enter into affiliate programmes offered by MSS wish to offer consumers broad comparison services. These companies are typically general travel websites, travel blogs, small MSS entering new mark ets, etc. By contrast, companies which 
enter into affiliate programmes offered by OTAs wish to offer consumers the 
                                                 
23  Replies to Q2 – Questionnaire to OTAs, question 13. 
24  Replies to Q1 – Questionnaire to MSS, question 11; Replies to Q2 – Questionnaire to OTAs, 
question 14.  
 
11 possibility to complete their travel booki ngs on a single website, such as TSPs 
which offer only one type of travel services  (e.g. airlines which wish to also offer 
hotel or car rental bookings), or smalle r OTAs wishing to expand, possibly into 
new travel service segments. Moreover, the Parties consider that commercial 
affiliate programmes should not be further segmented by type of travel service.   
(54) The majority of respondents to the mark et investigation considered that the 
provision of commercial affiliate programmes by MSS is part of the overall market for the operation of MSS, notably as they  view these programmes as an additional 
means for MSS to increase traffic to their websites.
25  
(55) Respondents are split as to whether comm ercial affiliate programmes offered by 
MSS are interchangeable with commercial  affiliate programmes offered by OTAs. 
Some respondents point out the differences in the type of services offered by MSS 
and OTAs, whereas others indicate that they considered both OTAs and MSS when selecting the commercial affiliate programme they entered into, or that they have entered into affiliate programmes offered by both MSS and OTAs.
26  
(56) Last, respondents to the market investig ation are rather split as to whether 
commercial affiliate programmes should be  further segmented on the basis of the 
type of travel services th ey cover, namely between flights, hotels and car rentals.27  
(57) In any event, the Commission considers that it may be left open whether 
commercial affiliate programmes constitute a distinct market or are part of broader markets for the operation of MSS and OTAs, Similarly, it may be left open whether potential markets for commercial a ffiliate programmes should be further 
segmented, based on whether these are o ffered by MSS or OTAs, or by type of 
travel services. This is because the Tr ansaction would not raise serious doubts, 
irrespective of whether any of these furt her possible segmentati ons are taken into 
account.  
3.2.5.1.  Conclusion  
(58) Therefore, the Commission concludes that , for the purposes of this Decision, 
whether there are distinct markets for the provision of commercial affiliate programmes by MSS and OTAs and the exact delineation thereof can be left open, 
as the Transaction does not raise seri ous doubts under any such plausible product 
market definition. The Commission will therefore assess the impact of the Transaction on potential markets for comm ercial affiliate programmes offered by 
MSS, by OTAs, and on broader potential markets for commercial affiliate 
programmes offered by both MSS and OTAs . Similarly, the Commission will 
assess the impact of the Transaction on pot ential markets for commercial affiliate 
programmes for flights, for hotels and fo r car rentals, as well as on broader 
                                                 
25  Replies to Q1 – Questionnaire to MSS, question 15; Q2 – Questionnaire to OTAs, question 18; Q3 – 
Questionnaire to TSPs, question 14. 
26  Replies to Q1 – Questionnaire to MSS, question 16; Q2 – Questionnaire to OTAs, question 19; Q3 – 
Questionnaire to TSPs, question 15. 
27  Replies to Q1 – Questionnaire to MSS, question 17; Q2 – Questionnaire to OTAs, question 20; Q3 – 
Questionnaire to TSPs, question 16. 
 
12 potential markets for commercial affiliate  programmes for all types of travel 
services.  
3.3. Relevant geographic markets 
3.3.1.  MSS and OTA markets 
3.3.1.1.  Commission and national competition authorities' decision practice 
(59) In its previous decision practice in the travel sector, the Commission has 
considered that, notably due to language barriers, mark ets for the distribution of 
various types of travel servi ces are likely to be national.28  
(60) National competition authorities in the EEA have also assessed markets for MSS 
and OTAs on a national basis; several of  them, however, with a focus on hotel 
OTAs.29  
3.3.1.2.  Parties' views 
(61) The Parties submit that most major MSS, OTAs and TSPs are active on an EEA or 
global basis. Moreover, sma ller players which originally  had a national focus seek 
to expand their activities also to other EEA  regions. Therefore, the Parties consider 
that the geographic scope of MSS and OTA markets may be broader than national.  
3.3.1.3.  Commission's assessment 
(62) The majority of MSS that responded to th e market investigation considered that 
competition among MSS takes place at global  level. However, several respondents 
specified that MSS compete both at global level, mainly with other major MSS for brand awareness, and at national level also  with domestic MSS to increase their 
traffic in specific countries.
30 
(63) The majority of MSS that responded to the market investigation also indicated that 
they differentiate their pr oducts between countries. Some respondents noted that 
they are active only in one or only in so me EEA countries. Othe r respondents, with 
a broader geographic footprint,  explained that they opera te in different languages, 
provide price information in different curre ncies, cooperate with  different TSPs and 
OTAs, and adjust the results they disp lay according to their relevance for the 
specific country.31 Conversely, the majority of respondent OTAs and TSPs 
indicated that they purchase the same type of MSS services across the EEA, 
                                                 
28  See among others, Cases M.8046 - TUI/Transat, para. 104 and following; M.6163 - AXA/ 
PERMIRA/ OPODO/ GO VOYAGES/EDREAMS, para 29 and following. 
29  German national competition authority's deci sions of 20 December 2013 and 23 December 2015 
addressed to HRS and Booking.com respectively; French, Italian and Swedish national competition 
authorities' decisions of 15-21 April 2015 addressed to Booking.com.  
30  Replies to Q1 – Questionnaire to MSS, question 19. 
31  Replies to Q1 – Questionnaire to MSS, question 21. 
 
13 notwithstanding differences in language  or in prices and revenue-sharing 
arrangements.32    
(64) The majority of OTAs that responded to the market investigation said that they 
offer the same type of services across the EEA, without differentiating between the 
various EEA countries. A nu mber of respondents acknowledge, however, that they 
are active only in some EEA countries, or that they make adjustments to the 
services they provide, in terms of language, payment systems, ancillary services and inventory.
33  
(65) When asked about their ability  to expand to other EEA co untries, the majority of 
MSS that responded to the market inve stigation said that it would depend on 
certain factors. On the one hand, such expansion would not require significant 
investment in terms of the product offere d and the technology used. On the other 
hand, an MSS which wished to begin operating in a new EEA country would have to invest in building relationships with  TSPs that serve that country and on 
advertisement and marketing activitie s to raise awareness of its brand.
34 
(66) When asked about their ability to expand their activities to other EEA countries, 
respondent OTAs were rather split, some  noting that even if they could start 
operations, raising awareness of their bra nd and establishing a customer base in a 
new country could be challenging. Moreove r, they might need to make some 
further adjustments, such as adapting their payment systems to comply with national regulation, and ensuring loca l support for customer services.
35 
(67) As regards the contracts between MSS a nd OTAs, the majority of respondents to 
the market investigation said that  the contracts are global in scope.36 However, 
when asked about the geographic level at which prices or revenue-sharing 
arrangements are determined, the major ity of respondents noted that these are 
decided at country level.37 TSPs describe their contracts with MSS and OTAs as 
global in scope, however their responses are split as regards the geographic scope of the payment arrangements, as some i ndicate that the same arrangement applies 
world-wide, whereas others point out that  payments are based on a bidding process 
and therefore amounts may vary significantly or that ad hoc agreements are made 
for specific countries.
38 
(68) As the Transaction would not raise serious  doubts, irrespective of whether global, 
EEA-wide or national markets are taken in to account, the exact delineation of the 
geographic markets may be left open.  
                                                 
32  Replies to Q2 – Questionnaire to OTAs, question 24; Q3 – Questionnaire to TSPs, question 20. 
33  Replies to Q2 – Questionnaire to OTAs, question 23. 
34  Replies to Q1 – Questionnaire to MSS, question 23. 
35  Replies to Q2 – Questionnaire to OTAs, question 26. 
36  Replies to Q1 – Questionnaire to MSS, question 20; Q2 – Questionnaire to OTAs, question 22; Q3 – 
Questionnaire to TSPs, question 15. 
37  Replies to Q1 – Questionnaire to MSS, question 22; Q2 – Questionnaire to OTAs, question 25. 
38  Replies to Q3 – Questionnaire to TSPs, question 19 and question 21. 
 
14 3.3.1.4.  Conclusion 
(69) Therefore, for the purposes of this D ecision, the Commission concludes that the 
exact geographic scope of MSS and OTA markets may be left open. The 
Commission will assess the impact of th e Transaction at global, EEA-wide and 
national level. 
3.3.2.  Commercial affiliate programmes 
(70) The Parties submit that markets for commerc ial affiliate programmes are at least 
EEA-wide, as travel companies which wish to enter into a commercial affiliate programme are interested in the conten t and scale of the inventory, and the 
functionalities offered by the provider of the commercial affiliate programme and not in the provider's market position in  a specific EEA country. Moreover, the 
companies which offer commercial a ffiliate programmes are often larger 
companies with a global presence and the agreements they enter into to provide 
commercial affiliate services usually cover multiple countries, if not the world, as 
for example the commercial affiliate agreement between Momondo and the OTA HotelsCombined, under which Momondo obt ains hotel inve ntory and booking 
functionality from HotelsCombined.  
(71) The majority of respondents to the market investigation also indicated that the 
scope of the commercial affiliate programme s they offer or have  entered into is 
global. Some, however, specify that affilia tes may choose to restrict the programme 
only to certain regions.
39 
(72) Therefore, the Commission considers that  the geographic scope  of any potential 
market for commercial affiliate progr ammes would be likely to be global. 
However, as the Transaction would not  give rise to serious doubts under any 
plausible geographic market definition, th e exact geographic delineation may be 
left open.  
3.3.2.1.  Conclusion 
(73) Therefore, the Commission considers that , for the purpose of this Decision, the 
geographic scope of potential markets for commercial affiliate programmes may be left open. The Commission will assess the impact of the Transaction at global, 
EEA-wide and national level. 
4. COMPETITIVE
 ASSESSMENT 
4.1. Overview of affected markets 
(74) According to the Parties, no reliable and comprehensive public source of market 
share data is available in the MSS sector. The Parties have theref ore provided their 
best estimates of Priceline's and Momondo's  market shares, and the shares of their 
competitors in the various potential EEA ma rkets for "all travel" MSS and for each 
                                                 
39  Replies to Q1 – Questionnaire to MSS, question 25; Q2 – Questionnaire to OTAs, question 28; Q3 – 
Questionnaire to TSPs, question 22. 
 
15 of the three types of travel service analysed in this Deci sion (namely flights, hotel 
accommodation and car rentals) on the basis of their revenues.40  
(75) Moreover, the Parties have submitted, in addi tion to their best estimates as to their 
own and their competitors market shares  on the basis of the turnover generated, 
information on how frequently various M SS are searched for in Google's general 
search, their best estimates of the number of  visitors to their own and to rival MSS 
(informing their estimates with Alexa and Comscore data) and a number of 
industry reports (such as notably report s by Skift and PhocusWright). Even though 
these data do not allow a precise estimation of the Parties' market shares, they confirm the presence of several competit ors on the various EEA markets, and the 
fact that these competitors enjoy material brand awareness and are perceived as competing with the Parties.  
(76) In addition to the estimates provided by the Parties, the Commission has sought to 
gather data on the revenues generated by a nd the number of visito rs to the Parties' 
MSS competitors, both for "all travel" MSS services and for each of flights and 
hotels MSS, at EEA level and in  the affected national markets.
41 While the Parties 
appear to have overestimated the market sh ares of some of their competitors, the 
market investigation generally confirmed the existence of alternative players in all 
the affected markets, as claimed by the Parties.   
(77) As regards their market shares on potential OTA markets, the Parties were not able 
to provide reliable data. However, as Pric eline's Booking.com is one of the leading 
hotel OTAs in most EEA countries and after comparing their […] revenues with 
the total market size, as estimated in industry reports42, the Parties have assumed 
that all potential national markets for hotel  OTAs and for "all travel" OTAs would 
give rise to vertically affected markets.  
(78) Table 1  below provides an overview, based on the Parties' estimates, of the 
horizontally and vertically affected markets which woul d arise as a result of the 
Transaction. 
                                                 
40  For their estimation, the Parties took into acco unt their own MSS revenues, the main rival MSS 
operators active on the respective markets, as identified through internal market research, industry reports and contacts with customers, data on the number of visitors to various websites through Alexa 
and ComScore, Google Trends data on search term popularity, and elements such as the amount of 
display advertising on MSS websites, as an indi cation of the revenues per visitor the latter may 
generate; Form CO, Annex 4. 
41  No data were gathered by the Commission in relatio n to car rental MSS, as the Parties' activities are 
limited and whereas Priceline opera tes MSS, Momondo is only active as a car rental OTA.    
42  Notably, Phocuswright Online Travel Overvi ew editions of November and December 2016, for 
Scandinavia, France, Germany, UK, Spain, Italy and Europe. 

 
17 (80) Both Parties are active, on the one hand, in the operation of flights and hotels MSS 
in a number of countries and, on the other hand, Priceline operates OTAs.44 The 
Parties' activities would therefore give ri se to a number of vertically affected 
markets, as detailed in Section 4.4 below.  
(81) Last, if distinct markets for the provision of commercial affiliate programmes were 
considered, the Transaction would not resu lt in any horizontally affected market, 
but would give rise to vertically aff ected markets between the broader upstream 
market for the provision of hotels commercial affiliate programmes by MSS and OTAs and the downstream operation of hotels MSS.   
4.2. Sectoral overview 
(82) In 2016, the EEA MSS sector had an es timated value of around EUR [1-1.5] 
billion
45 and the sector is genera lly growing across the EEA.46 
(83) The Parties' MSS activities in the EEA are geographically complementary: while 
Priceline's brands are str onger in Austria and Germany, Momondo's brands have a 
focus in the Nordic region. 
(84) In addition to the Parties, other MSS active in the EEA include large global 
players, such as Skyscanner, Google Flights and Google Hotels, Trivago and 
TripAdvisor, as well as a number of we ll-established national players such as 
Jetcost, Idealo, Liligo, Easyvoyage , Check24.at, and Flyrejser.dk.  
(85) At a global level, for "all travel" MSS, on the basis of the Parties' estimates, it 
appears that Priceline's and Momondo's market shares would be around [5-10]% 
and [0-5]% respectively. When consider ing narrower potential MSS markets for 
particular types of travel se rvice, the Parties' combined global market share would 
be [10-20]% (increment [5-10]%) for flight s, [0-5]% (increment less than [0-5]%) 
for hotels, and [10-20]%  for car rentals (as Momondo operates as an OTA, there is no increment on a car rental MSS market).  
(86) On a potential EEA-wide market for "all tr avel" MSS, on the basis of the Parties' 
estimates it appears that th eir combined market share to be around [10-20]%. When 
considering narrower potent ial EEA-wide markets for flights MSS, hotels MSS and 
car rentals MSS, the Parties are stronge r in flights MSS, achieving a combined 
market share of approximately [10-20]%.  Competitors operati ng MSS websites in 
the EEA for various types of travel servic es include Google, Tr ivago, TripAdvisor 
and Skyscanner, as well as smaller players such as Jetcost, TravelSupermarket, Billiger-mietwagen, Check24 and HotelCombined.   
                                                 
44  Priceline also operates car rental MSS, whereas Momondo operates car rental OTAs. The Transaction 
thus gives rise to a vertical relationship in the in termediation of car rental services; however, this 
vertical relationship does not give rise to affected markets.  
45  Form CO, annex 3.  
46  Phocuswright described metasearch as being “ among the fastest growing sectors in travel in 2013 ” 
and in 2015 referenced the “remarkable global rise of metasearch”  – Phocuswright, Search, Shop, 
Buy: The New Digital Funnel, June 2015, p.9; Form CO, page 198 and Attachment H. 
 
18 4.3. Horizontal effects 
(87) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would si gnificantly impede effective competition 
in the internal market or in a substantial pa rt of it, in particular as a result of the 
creation or strengthening of a dominant position. 
(88) In the present case, the assessment of the compatibility of the Transaction with the 
internal market will essentially focu s on non-coordinated horizontal effects on 
potential MSS markets affected by th e Transaction (see Table 1 above). 
(89) Non-coordinated effects may significan tly impede effective competition by 
eliminating important competitive constraints on one or more firms, which consequently would have increased market  power, without resort ing to coordinated 
behaviour. The factors listed in paragraphs  27 onwards of the Horizontal Merger 
Guidelines may influence whether or not  significant horizont al non-coordinated 
effects are likely to result from a merger, but not all of these factors need to be 
present to make significant non-coordina ted effects likely, and the list is not 
exhaustive.
47 The presence of these factors may though have an impact on the 
degree of horizontal non-coordinated e ffects arising from the transaction. 
(90) The Commission will first present the elemen ts common to the assessment of the 
Transaction that cut across the different  EEA countries (Section 4.3.1), before 
undertaking a more detailed analysis on a country by country basis (Section 4.3.2).  
4.3.1.  Elements common to the assessmen t of the MSS markets in the EEA 
(91) The Commission has considered several elements, which are relevant for the 
assessment of the effects of the Transaction across the EEA countries. These elements include how the Parties negotia te commercial terms with customers 
(Section 4.3.1.1), closeness of competition between the Parties (Section 4.3.1.2), 
and the barriers to entry or  expansion (Section 4.3.1.3). 
4.3.1.1.  Negotiation with customers  
(92) Respondents to the market investigation indicate that nego tiations between MSS 
and OTAs and TSPs are mainly conducted bilaterally for the full inventory. MSS bargaining power in such negotiations ma y vary depending on the importance of 
the OTA or TSP.
48 The main features on the basi s of which MSS suppliers are 
generally selected include (i) the quality of their products, (ii) their volume of 
traffic and geographic coverage , (iii) the reputation of th e MSS and (iv) the prices 
or cost/revenue-sharing arrangement proposed.49 While negotiations between large 
players appear to take place at global level, prices are negotiated at national level 
and service features, such as language , layout and sometimes content may vary 
                                                 
47 Commission's 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, pp. 5-18, paragraph 26. 
48  Replies to Q1 – Questionnaire to MSS, questions 27-28; Q2 – Questionnaire to OTAs, question 30; 
Q3 – Questionnaire to TSPs, questions 24. 
49  Replies to Q1 – Questionnaire to MSS, question 29; Q3 – Questionnaire to TSPs, questions 25. 
 
19 between EEA countries. Finall y, the duration of the contra ct may vary from one to 
five years, with usually eith er party having the possibility  to terminate the contract 
at short notice.50   
(93) The majority of respondents to the mark et investigation indicate that OTAs and 
TSPs purchase services from more than one  MSS per EEA country, and that this is 
in line with their commercial policy, notably "not to limit the amount of MSS in 
each country",  "to increase the traffic on their website" and "to ensure brand 
visibility which is key in the travel industry".51  
(94) As regards the bargaining power of the MSS and OTAs, while it seems to vary 
based on the relative market position of the MSS or OTA, respondents to the market investigation point out that it is in the interest of both MSS and OTAs to 
cooperate with, respectively, several OT As and MSS. On the one hand, MSS have 
incentives to contract with as many OTAs as possible, in order to allow their end 
users to compare a wide range of offers fo r the travel products they are interested 
in. On the other hand, OTAs and TSPs also  have incentives to contract with as 
many MSS as possible, to increase the visib ility of their offerings and ensure that 
their prices are shown to as many potential customers as possible. In this respect, 
"while the main drivers of competition are based on traffic, price and geographic 
scope, OTAs need to work with all MSS ".
52  
(95) The Commission considers that it is unlikely that the Transaction would 
significantly impact the nego tiating power currently held by Parties vis-à-vis their 
customers. First, the Parties' business model, which is the same as that of most other MSS, will remain unchanged post-Tra nsaction. Second, the Parties' combined 
market share at global and EEA level is relatively small both for "all travel" MSS 
as well as when narrower potential MSS markets for particular types of travel 
services are considered,
53 which means that the merged entity would risk losing its 
OTA and TSP customers to other MSS, if it changed its negotiating strategy. Third, 
the increment brought about the Transaction is limited,, therefore the merged entity 
will not have a materially stronger market  position than Priceline or respectively 
Momondo already have today.  
(96) In light of these considerations, the Commission concludes that the proposed 
Transaction is not likely to significantly increase the Partie s' negotiating power 
towards their OTA and TSP customers in EEA MSS markets.  
4.3.1.2.  Closeness of competition 
(97) According to the Horizontal Merger Guidelines, a merger between close 
competitors is more likely to have anticom petitive effects and lead to a significant 
increase in price. The higher the degree of substitutability between the merging 
                                                 
50  Replies to Q1 – Questionnaire to MSS, questions 27-28; Q2 – Questionnaire to OTAs, question 30; 
Q3 – Questionnaire to TSPs, questions 24-26. 
51  Replies to Q1 – Questionnaire to MSS, question 30; Q2 – Questionnaire to OTAs, question 32. 
52  Replies to Q2 – Questionnaire to OTAs, question 31. 
53  As a result, the Transaction does not give rise to any affected markets at global or EEA level under 
any plausible market definition.  
 
20 firms' products, the more likely it is that the merging firms will raise prices 
significantly. The purpose of assessing the closeness of competition between the Parties is therefore to determine whether they currently exert a significant competitive constraint on each other whic h would be removed post-Transaction, 
and whether other suppliers would be able  to sufficiently constrain the Merged 
Entity.
54 
(98) For the purposes of the present Transacti on, it is therefore re levant to assess 
whether Piceline's and Momondo's brands are close substitutes. 
(99) The Commission notes that within the EEA, the Parties' have a different geographic 
focus and their activities are rather comp lementary from a geographic point of view 
and that they are not each other's main competitor in any EEA country. Kayak was 
originally stronger in the US, whereas Momondo is EEA-based, starting operating 
in Denmark and remains strongest in the No rdic countries. Therefore, still today in 
EEA countries where Momondo has a strong  market position, Kayak is generally 
weak and vice versa.55 Moreover, the range of servi ces offered by the Parties is 
somewhat different. Whereas Kayak has deve loped its own inventory in relation to 
all of flights, hotels and car rental services, Momondo only has its own inventory 
for flights and relies on commercial affiliate relationships for its hotels and car 
rental inventory. Therefore, Momondo, unlike Kayak, does not have established 
relationships with OTAs and TSPs in relation to hotels and car rentals.  
(100)  The majority of respondents to the market  investigation also indicate that the 
Parties are not close competitors, and that  the activities of Priceline and Momondo 
are rather complementary.56 Conversely, when asked to id entify Priceline's closest 
competitor in potential markets for "all travel" MSS and for flights MSS in the 
EEA, the majority of the res pondents point to Skyscanner.57 Skyscanner is also 
identified as the closest competitor to Momondo by the majority of respondents, followed by Priceline, Trivago, Google, and other national players.
58 
(101)  In light of the above, the Commission conc ludes that the Parties' brands do not 
compete closely with each other in the EEA  in general or in any specific EEA 
country in particular. 
4.3.1.3.  Barriers to entry or expansion 
(102)  When entering a market is sufficiently easy, a merger is unlikely to pose any 
significant anti-competitive risk. For entry to be considered a sufficient competitive 
                                                 
54  Horizontal Merger Guidelines, paragraphs 28 and following. 
55  From CO, page 203; Attachment D, Part 14, Priceline Group's internal document, Project Kalmar 
Overview, January 2017, section 2, slide 16, referring to complementary markets and emphasising 
that the transaction will result to brand marketing synergies assuming a " […]". . 
56  Replies to Q1 – Questionnaire to MSS, questions 33-34; Q2 – Questionnaire to OTAs, questions 36-
37; Q3 – Questionnaire to TSPs, questions 30-31. 
57  Replies to Q1 – Questionnaire to MSS, questions 33; Q2 – Questionnaire to OTAs, question 36; Q3 – 
Questionnaire to TSPs, questions 30-31. 
58  Replies to Q1 – Questionnaire to MSS, question 34; Q2 – Questionnaire to OTAs, question 37; Q3 – 
Questionnaire to TSPs, questions 30-31. 
 
21 constraint on the merging parties however , it must be shown to be likely, timely 
and sufficient to deter or defeat any potential anti-competitive effects of the 
merger.59 As some mergers could significan tly impede competition by enabling the 
merged entity to make the expansion of  smaller firms and potential competitors 
more difficult, the impact of the Transacti on on the Parties' competitors' ability to 
enter or expand will be assessed.60  
(103)  The Parties claim that there are no significan t barriers to entry for a new MSS. The 
investment costs for entering the MSS ma rket are limited, including creating a 
website, marketing activities to raise brand awareness, entering into contracts with 
OTAs and TSPs and obtaining the technology to compare prices. In particular, a 
MSS could easily enter into an arrangemen t with a commercial affiliate programme 
supplier and rely on the contract s and technology of the latter.61 
(104)  A majority of respondents to the market investigation indicate that, in general, 
barriers to enter in the MSS market are not insignificant. Critical factors for success 
in the MSS market, as identified by so me competitors and customers, include 
having a well-known brand, financial stre ngth to sustain investments and an 
effective marketing strategy, since bra nd awareness is impor tant for MSS to 
establish relationships and negotiate with OT As and TSPs and to generate traffic to 
their websites.62 
(105)  There are, however, examples of recent market entry in MSS markets in the EEA, 
including Google Hotels and Google Flights and Idealo. There are also examples of 
expansion by MSS that were active in one  type of travel services and have 
expanded into others, such as TripAdvi sor expanding its activity from the hotels 
segment to the flights segment, and KAY AK expanding from its traditionally […] 
position in flights also into hotels.63 
(106)  Specifically in relation to Google, even though it is a recent en trant in the EEA, 
having launched Google Hotels in 2011 and Google Flights in 2013, it already 
appears well placed to exercise material competitive pressure on other MSS. As the main barrier to entry identified is brand aw areness, Google is better placed to grow 
quickly as opposed to a new operator not  known to the market. Moreover, several 
respondents to the market investigation po int out that the main impact currently 
identifiable on MSS markets is the entr y and expansion of Google Hotels and 
Google Flights rather than the Transaction.
64  
(107)  Similarly, respondents to the market inves tigation also consider  that barriers to 
expansion are lower than barriers to entr y, given that the technical investments 
                                                 
59  Horizontal Merger Guidelines, paragraph 68. 
60  Horizontal Merger Guidelines, paragraph 36. 
61  Form CO, pages 106 and 107.  
62  Replies to Q1 – Questionnaire to MSS, questions 35-36; Q2 – Questionnaire to OTAs, 
questions 38-39. 
63  Replies to Q1 – Questionnaire to MSS, ques tion 39; Q2 – Questionnaire to OTAs, question 41. 
Form CO, page 206. 
64  Illustratively, Replies to Q1 – Questionnaire to MSS, questions 12.1, 33.1, 39.1, 45.1. 
 
22 appear to be much lower and suppliers will likely be able to use their existing 
customer relationships. In this respect, the market investigation also revealed that a 
number of competitors are planning expans ion projects in the EEA in the coming 
years.65 
(108)  Finally, the majority of the respondents to the market i nvestigation consider that 
the Transaction will not have an impact on potential barriers to entry/expansion in 
the EEA.66 
 
(109)  Based on the above, the Commission notes th at a number of en tries in the MSS 
market have occurred in the EEA over the past years. This indicates that, while barriers to entry and expans ion in the MSS market may be material, MSS markets 
remain attractive for potential and expandi ng players. As a result, potential new 
entrants or MSS which are already presen t and may expand their service offer are 
likely to exercise a competitive constrai nt on the merged entit y post-Transaction. 
4.3.2.  Market-specific analysis of affected markets 
4.3.2.1.  Introduction 
(110)  
According  to the Horizontal Merger Guidelines, " the larger the market share, the 
more likely a firm is to possess market  power. And the larger the addition of 
market share, the more likely it is that a merger will lead to a significant increase 
in market power... Although market shares and additions of market shares only provide first indications of market powe r and increases in market power, they are 
normally important factors in the assessment. "
67 
(111)  When replying to the market investigation, some competitors claim that post-
Transaction the merged entity will have  a significant market position in a number 
of EEA countries and that competition will be reduced.   
(112)  The Commission considers that Transactio n will not give ri se to competition 
concerns, for the following reasons.  
(113)  First, the Parties are small players in the travel MSS market across Europe and, 
although in some national markets the Partie s' combined market share is significant 
(that is in Austria and Denmark), the in crement brought about the Transaction is 
limited, both at EEA and at national leve l, even when considering a possible 
narrower segmentation of MSS market s by type of travel service.  
(114)  Second, the Parties' activities are geographi cally complementary: at national level, 
in EEA countries in which Momondo's brands  have a stronger position (that is in 
the Nordic region), Priceline is much weaker, with a market share estimated as no more than [0-5]%. Conversely, in EEA c ountries where Priceline's brands have a 
stronger position (such as Austria and Ge rmany), Momondo's brands are much 
weaker, with a market share of approximately [5-10]% or less.  
                                                 
65  Replies to Q1 – Questionnaire to MSS, question 38; Q2 – Questionnaire to OTAs, question 39. 
66  Replies to Q1 – Questionnaire to MSS, question 37; Q2 – Questionnaire to OTAs, question 40. 
67 Horizontal Merger Guidelines, paragraph 27.  
 
23 (115)  Third, as also shown by the market investig ation, the Parties will continue to be 
constrained by a number of major MSS that  are active globally and in the affected 
markets, such as Skyscanner, Google w ith its specialised search MSS Google 
Flights and Google Hotels, Trivago and Trip Advisor, as well as a number of well-
established national players such as Jetcost, Idealo, Liligo and Easyvoyage. Google 
has become a major competitor to existing travel MSS in recent years. Google has 
already become the market leader in the US, where its two MSS brands were 
launched in 2011, and a comparable strengthen ing of its market position is likely to 
materialise also in Europe. As also noted by an industry report, Google is on the 
cusp of being one of the globe’s most important metasearch companies .68 
(116)  Finally, the majority of respondents to th e market investigation, including MSS, 
OTAs and TSPs, did not raise any competition concerns with respect to the Parties' 
position in the EEA or at national level.69 
4.3.2.2.  Austria – markets for "all travel" MSS and MSS for flights 
Parties' activities  
(117)  On the basis of the Parties' estimates, it appears that Priceline's and Momondo's 
combined market share would be modera te for "all travel" MSS in Austria, 
amounting to around [30-40]%, with  an increment of [0-5]%.  
(118)  On a narrower potential market for flights MSS, the Parties' combined market share 
amounts to [60-70]%. However, the increm ent is marginal and amounts to [0-5]%. 
Commission's assessment 
(119)  Even though the market for "all travel" M SS and the narrower potential market for 
flights MSS in Austria would be aff ected, the increment brought about by the 
Transaction would be limited, as Momondo  generated EUR […] of turnover in 
Austria in 2016, EUR […] of which through its flights MSS.70 Therefore, there 
would be no material Transaction-specifi c effect in Austrian MSS markets. 
(120)  Multiple competitors remain in the "all tr avel" MSS market in Austria, such as 
Trivago, TripAdvisor, Google, and Skyscanne r. In addition, the merged entity will 
continue to face competition from a num ber of smaller MSS, including Check24.at, 
Billiger-mietwagen, Idealo.at and Jetcost.  
(121)  Several competitors will also continue to  significantly compete in flights MSS in 
Austria, such as Skyscanner, with a mark et share materially higher than that of 
Momondo. TripAdvisor, Idealo, and Jetcost ar e also active on the Austrian market 
for flights MSS, with market shares co mparable to that of Momondo. Moreover, 
                                                 
68  Notably, Skift, Google Hotel Ads Is Becoming the Behemoth Everyone Feared  of 24 April 2017, 
accessible at: https://skift.com/2 017/04/24/google-hotel-ads-is-bec oming-the-behemoth-everyone-
feared/ 
69  Replies to Q1 – Questionnaire to MSS, questions 45-50; Q2 – Questionnaire to OTAs, 
questions 47-53; Q3 – Questionnaire to TSPs, questions 34-40. 
70  The Parties estimate the size of the total MSS ma rket in Austria at EUR [20-30] million and of the 
flights MSS market at EUR [5-10] million. KA YAK's turnover in Austria amounts to EUR […] 
million for all MSS and EUR […] million for flights. 
 
24 Google Flights entered the Au strian market in 2015 and is expected to further 
strengthen its market position, especially in light of consumer awareness of the 
Google brand. 
(122)  The existence of additional competitors as well as the marginal presence of 
Momondo for flights MSS in Austria is also confirme d by Google Trend data. In 
particular, Checkfelix (a KAYAK brand) is the most searched for MSS in Austria, 
consistent with its market position, followed by Skyscanner, which has been 
steadily growing in popularity over the past  five years, and has overtaken Swoodoo 
(a KAYAK brand) which has been declini ng in popularity over time. Searches for 
Google Flights have also started to gr ow rapidly since the beginning of 2015 and 
have overtaken all the remaining MSS.71 
(123)  Similarly, when looking at the frequency with which different MSS appear in the 
first page of the search results genera ted on Google in Austria in response to 
popular flight-related searches, KAYAK's br and Checkfelix is second in terms of 
average ranking, just behind Google Flights,  appearing on the first page of the 
results in 90% of the searches and in the top three results in 85% of the searches. 
The OTA Opodo and the TSP Swiss have high er ranking than any MSS in flights 
related searches. Skyscanner appears on the first page in 90% of searches and in the 
top three results 15% of the time. Momondo does not appear in th e top three results 
at all and appears on the first pa ge in just 10% of searches.72  
(124)  As regards barriers to entry, the analysis in Section 4.3.1.3. above is  also applicable 
in Austria. While barriers to entry may not be insignificant, the MSS market in 
Austria remains attractive for potential pl ayers that can use a brand known in other 
sectors/activities as dem onstrated by the recent en try of Google Flights and 
TripAdvisor. Respondents to the market investigation also confirmed that the 
expansion of an already active M SS supplier would be easier as " the technical 
investment is much lower " and " an existing MSS would have a certain advantage in 
that their brand may be known to end users ". In this respect, a number of 
competitors confirmed their interntion to enter or expand in a number of EEA countries and that their plans would not change because of the merger.
73   
(125)  Finally, the majority of respondents to the market investigation considers that the 
Transaction will not have a negative imp act on the "all travel" MSS market in 
Austria or on the flights MSS segment in Austria.74 
                                                 
71  Form CO, page 113 and 114. In relation to Google Flights, the Parties specify that reference is made 
to actual searches of the term "Google Flights"; so any other search generating results on Google Flights is not taken into account in this ranking, likely understating the significance of Google Flights. 
72  Form CO, Table 6.30, page 116. 
73  Replies to Q1 – Questionnaire to MSS, questions 36 and 36.1 and 38. 
74  Replies to Q1 – Questionnaire to MSS, questions 45-50; Q2 – Questionnaire to OTAs, 
questions 47-53; Q3 – Questionnaire to TSPs, questions 34-40. 
 
25 Conclusion 
(126)  The Commission thus concludes that the Transaction does not raise serious doubts 
as to its compatibility with the internal market in respect of the market for MSS in 
Austria, under any plausible segmentation. 
4.3.2.3.  Denmark – markets for "all travel" MSS,  MSS for flights and MSS for hotels 
Parties' activities 
(127)  On the basis of the Parties' estimates, it appears that Priceline's and Momondo's 
combined market share would amount to  [50-60]% for "all travel" MSS in 
Denmark, with an increment of less than [0-5]%.  
(128)  On a narrower potential market for flights MSS, the Parties' combined market 
shares is estimated at [60-70]%. Howeve r, the increment is marginal and amounts 
to less than [0-5]%. 
(129)  On a narrower potential market for hotels MSS, the Parties' combined market 
shares is estimated at [20-30]%, with  an increment of less than [0-5]%. 
Commission's assessment 
(130)  The increment brought upon by the Transacti on for "all travel" MSS, flights MSS 
and hotels MSS would be very limite d, as KAYAK generated approximately 
EUR […] across all travel in Denmark in 2016, of which EUR […] in flights.75 
Therefore, there would be no material Tran saction-specific effect in these markets. 
(131)  Multiple competitors continue to signifi cantly compete in the market for "all 
travel" MSS, such as Google, which recen tly entered (in 2014) and is expected to 
quickly strengthen its market position, Tr avelmarket, TripAdvisor, Skyscanner, 
Trivago and Flyrejser. The Parties submit that all of these MSS rivals have a market share greater than that of KAYAK in Denmark. 
(132)  Several competitors will also continue to significantly compete in flights MSS, 
such as Skyscanner, Flyrejser, Jetc ost, Google Flights,  TripAdvisor and 
Travelmarket. 
(133)  As regards hotels MSS, other important MSS that will continue to significantly 
compete post-Transaction are Trivago, TripAdvisor, Travelmarket, Skyscanner and Google Hotels.    
(134)  The existence of active competitors as well as the marginal presence of Kayak for 
flights MSS in Denmark is also confir med by Google Trend data. While Momondo 
has consistently been the most searched for MSS on Google in Denmark in the last 
five years, consistent with its market position, TripAdvisor and Skyscanner are the second and third most searched-for MSS in Denmark, and their popularity has remained broadly the same over the last fi ve years. Searches for Flyrejser have 
                                                 
75  The Parties estimate the size of the total MSS market in Denmark at EUR [20-30] million and of the 
flights MSS market at EUR [10-20] million. Momondo generates a turnover of EUR […] million in 
Denmark through "all travel" MSS and of EUR […] million through flights MSS.  
 
26 decreased during this period, although it still remains nu mber four overall. Very 
few consumers search for KAYAK, and it is by far the least popular MSS in terms of consumer searches in Denmark.
76 
 
(135)  Similarly, the Parties estimate on the basis of Alexa data how traffic to flights 
MSS, namely number of unique visitors, is  distributed among the various providers 
in Denmark. While Momondo receives [30- 40]% of the overall traffic, Google 
Flights (as estimated by the Parties) a nd TripAdvisor also receive a significant 
proportion of the overall traffic, namely  [20-30]% and [10-20]% respectively, 
followed by Travelmarket and Skyscanner receiving [5-10]% and [5-10]% of the overall traffic respectively. KAYAK by cont rast receives only a [0-5]% of the 
overall traffic.
77  
(136)  As regards barriers to entry, the analysis in Section 4.3.1.3. above is  also applicable 
to Denmark. While barriers to entry may not be insignificant, the MSS market in 
Denmark remains attractive for potential pl ayers, as demonstrated by the recent 
entry of for example for Google (in 2013) and Idealo (in 2014). A number of 
competitors also confirmed their intention to enter or expand in a number of EEA 
countries, including the Nordic countries and that their plans would not change 
because of the merger.78 
(137)  Finally, the majority of respondents to the market investigation considers that the 
Transaction will not have a negative impact on the market for "all travel" MSS or the flights MSS or hotels MSS segments in Denmark.
79 
Conclusion 
(138)  The Commission thus concludes that the Transaction does not raise serious doubts 
as to its compatibility with the internal market in respect of the market for MSS in 
Denmark, under any plausible segmentation. 
4.3.2.4.  Germany - MSS for flights 
Parties' activities 
(139)  On the basis of the Parties' estimates, it appears that Priceline's and Momondo's 
combined market share would be [20-30] % for flights MSS in Germany, with an 
increment of [5-10]%.  
Commission's assessment 
(140)  The increment brought about by the Transac tion on the German market for flights 
MSS is not significant, around [5-10]%, and the Parties' combined market share is 
well below [30-40]%, so that there woul d be no material Transaction-specific 
effect in this market.  
                                                 
76  Form CO, page 121.  
77  Form CO, page 122 and 123. 
78  Replies to Q1 – Questionnaire to MSS, questions 36 and 36.1 and 39.1. 
79  Replies to Q1 – Questionnaire to MSS, questions 45-50; Q2 – Questionnaire to OTAs, 
questions 47-53; Q3 – Questionnaire to TSPs, questions 34-40. 
 
27 (141)  Additional competitors are active and w ill remain present in the flights MSS 
market, such as Skyscanner, Google Flight s, and Idealo. A number of smaller MSS 
are also present such as TripAdvisor and Liligo. 
(142)  Finally, the majority of respondents to the market investigation considers that the 
Transaction will not have a negative imp act with respect to flights MSS in 
Germany.80  
Conclusion 
(143)  The Commission thus concludes that the Transaction does not raise serious doubts 
as to its compatibility with the internal ma rket in respect of the market for flights 
MSS in Germany. 
4.3.2.5.  Portugal – MSS for flights 
Parties' activities 
(144)  On the basis of the Parties' estimates, Pr iceline's and Momondo's combined market 
share would be [20-30]% on a market fo r flights MSS in Portugal, with an 
increment of [0-5]%. 
Commission's assessment 
(145)  The increment brought upon by the Transaction for flight s MSS is only [0-5]% and 
the Parties' combined market share is we ll below [30-40]%, so that there would be 
no material Transaction-specifi c effect in this market.  
(146)  Additional competitors are and will remain active in flights MSS in Portugal, such 
as Google Flights, Skyscanner, Jetcost, and TripAdvisor.  
(147)  Finally, the majority of respondents to the ma rket investigation c onsiders that the   
Transaction will not have a negative impact on the market for flights MSS in Portugal.
81 
Conclusion 
(148)  The Commission thus concludes that the Transaction does not raise serious doubts 
as to its compatibility with the internal ma rket in respect of the market for flights 
MSS in Portugal. 
4.3.2.6.  Sweden – "all travel" MSS, MSS for flights and MSS for hotels 
Parties' activities 
(149)  On the basis of the Parties' best estim ates, Priceline and Momondo's combined 
market share would be [20-30]% for "a ll travel" MSS in Sweden, with an 
increment of [0-5]%.  
                                                 
80  Replies to Q1 – Questionnaire to MSS, questions 45-50; Q2 – Questionnaire to OTAs, 
questions 47-53; Q3 – Questionnaire to TSPs, questions 34-40. 
81  Replies to Q1 – Questionnaire to MSS, questions 45-50; Q2 – Questionnaire to OTAs, 
questions 47-53; Q3 – Questionnaire to TSPs, questions 34-40. 
 
28 (150)  On a narrower potential market for f lights MSS, the Parties estimate their 
combined market share as [20-30]%, w ith an increment of less than [0-5]%. 
(151)  On a narrower potential market for hotels MSS, the Parties estimate their combined 
market share as [20-30]%, with an  increment of less than [0-5]%. 
Commission's assessment 
(152)  The increment brought upon by the Transac tion is very small (around [0-5]%) and 
the Parties' combined market share also remains below [30-40]% under all 
plausible market definitions, so that there would be no material Transaction-
specific effect in these markets.  
(153)  Additional competitors are and will remain active in a market for "all travel" MSS, 
as well as in the potential narrower MSS markets for flights and hotels, such as 
Google, TripAdvisor, Skyscanner, Tr ivago, Roseguiden and Destination.  
(154)  Finally, the majority of respondents to the market investigation considers that the 
Transaction will not have a negative impact the market for "all travel" MSS, flights 
MSS or hotels MSS in Sweden. 
Conclusion 
(155)  The Commission thus concludes that the Transaction does not raise serious doubts 
as to its compatibility with the internal market in respect of the market for MSS in 
Sweden, under any plausible segmentation. 
4.3.3.  Conclusion 
(156)  In view of the above, the Commission cons iders that the Transaction does not raise 
any serious doubts as regards its compatibility  with the internal market, as regards 
the Parties' horizontal overlaps. 
4.4. Vertical effects 
(157)  As indicated in Section 4.1 above, the Tr ansaction gives rise to two types of 
vertical relationships between the Partie s, namely: (i) between the Parties' MSS 
activities upstream and OTA activities dow nstream and (ii) between the provision 
of commercial affiliate programmes by th e Parties' MSS and OTAs upstream and 
the operation of flights and hotels MSS downstream. 
4.4.1.  Vertical link between MSS upstream and OTAs downstream 
(158)  Both Parties are active in the operation of MSS in a number of EEA countries and 
operate MSS offering different types of trav el services, namely flights, hotels and, 
for Priceline only, also car rentals.  
(159)  Priceline is already vertically integrated, as it also operates OTAs. In the EEA, it is 
active through its hotels OT A, Booking.com, which has a material market position 
in all EEA countries and with its car rent al OTA, Rentalcars.com. In flights OTA, 
Priceline has a very limite d activity through its OTA Pri celine.com. Priceline.com 
is heavily focused on US markets and is almost unknown in the EEA. Momondo is 
only active in car rental OTAs.  
 
29 (160)  To the extent that OTAs purchase lead ge neration services from MSS, paying MSS 
a commission or fee to be listed on the M SS website together with other competing 
offers, there exists a ve rtical relationship between  MSS upstream and OTAs 
downstream. 
(161)  In light of the various possible delineations  of the relevant mark ets, as set out in 
Section 3, the Parties' activ ities would give rise to a number of potential vertically 
affected markets, as detailed below: 
a. The Parties estimate that their combined market share on a flights MSS 
market would exceed 30% in Austria and Denmark (namely [60-70]% in Austria and [60-70]% in Denmark); ther efore, vertically affected markets 
would arise between the operation of flights MSS by the Parties and the 
operation of flights OTAs by Price line in Austria and Denmark, where 
Priceline's estimated market shares  are below 1%. The only flights OTA 
operated by the Parties is Priceline.com, the content of which is not available in any language other than English, […]. 
If OTA product markets were considered broader in scope, comprising "all 
travel" OTAs, the Parties estimate their combined market share as 
exceeding [20-30]%, mainly as a result  of the presence of Priceline's 
Booking.com. Therefore, ve rtically affected mark ets would exist between 
the operation of flights MSS by the Pa rties and the operation of OTAs in 
the EEA and in all EEA countries, in which Momondo is active, namely in 
Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Poland, Portugal, Romania, Spain, 
Sweden and the UK. 
b. The Parties estimate that on markets for "all travel" MSS, their combined 
market share would exceed 30% in Au stria and Denmark (namely [30-40]% 
in Austria and [50-60]% in Denmark); th erefore vertically affected markets 
would exist between the operation of MSS by the Parties and (i) the 
operation of flights OTAs by Pricelin e in Austria and Denmark (with the 
market shares of Priceline.com being estimated at less than 1%); (ii) the 
operation of hotels OTAs by Priceline in  the EEA and in all EEA countries, 
in which Momondo is active (where Pr iceline estimates that its market 
share would exceed [20-30]%, ma inly through the activities of 
Booking.com) and (iii) the operation of car rental OTAs by the Parties in 
Austria and Denmark, where the Parties estimate their market shares as 
lower than [20-30]%.  
 
If OTA product markets were considered broader in scope, comprising "all 
travel" OTAs, vertically affected mark ets would exist between the operation 
of MSS by the Parties and the operati on of OTAs in the EEA and in all 
EEA countries, in which Momondo is active, since the Parties estimate their combined market share as exceed ing [20-30]%, mainly through the 
activities of Booking.com. 
c. The Parties estimate that on markets for hotels OTAs, Priceline's market 
share would exceed [20-30]% in the EEA and in all EEA countries, mainly 
through the activities of Booking.com. Therefore, vertically affected 
markets would exist between the oper ation of hotels MSS by the Parties 
 
30 (where the Parties estimate their comb ined market shares as below 30% in 
the the EEA all EEA countries, in which both Parties are active) and 
Priceline's hotels OTA activities, at EEA  level and in all EEA countries in 
which Momondo is active.  
If MSS product markets were consider ed broader in scope, comprising "all 
travel" MSS, vertically affected ma rkets would exist be tween the operation 
of "all travel" MSS by the Parties (whe re the Parties' market shares are 
estimated at [30-40]% in Austria and [50-60]% in Denmark) and Priceline's 
hotels OTA activities at EEA level and in all EEA countries in which Momondo is active. 
d. The Parties estimate that on markets for "all travel" OTAs, Priceline's 
market share would exceed [20-30]% in  the EEA and in all EEA countries, 
mainly through the presence of Booking.c om. Therefore, vertically affected 
markets would exist between, on the one  hand, the operation of flights MSS 
and hotels MSS by the Parties and th e operation of car rental MSS by 
Priceline and, on the other hand, Priceline's "all tr avel" OTA activities at 
EEA level and in all EEA countries  in which Momondo is active.  
 
If MSS product markets were consider ed broader in scope, comprising "all 
travel" MSS, vertically affected ma rkets would exist be tween the operation 
of "all travel" MSS by the Parties and Pr iceline's "all travel" OTA activities, 
at EEA level and in all EEA count ries in which Momondo is active. 
(162)  In assessing these vertical relationships, it is appropriate to consider whether the 
Parties could pursue a strategy of input foreclosure, whereby they would delist 
from their MSS OTAs which compete with them on poten tial downstream OTA 
markets. It is also appropriate to c onsider whether the Parties could pursue a 
strategy of customer foreclosure, where by they would withdraw their OTAs from 
rival MSS upstream and list their OT As only on the Parties' own MSS. 
4.4.1.1.  Input foreclosure 
(163)  According to the Non-horiz ontal Merger Guidelines, in order to assess the 
likelihood of the merged entity following an  input foreclosure strategy, the merged 
entity should have the ability and the in centive to adopt such strategy. Moreover, 
for an input foreclosure strategy to be anti-competitive and raise serious doubts as 
to the compatibility of the Transaction w ith the internal market, such strategy 
would have to produce anti-competitive results.
82 
(164)  For the merged entity to be able to a dopt an input foreclosure strategy, it would 
need to have a significant degree of ma rket power on the upstream MSS market 
that would allow it to restrict access to or raise the cost of its lead generation 
services to rival OTAs.83 Therefore, such strategy could only be followed in 
                                                 
82  Commission Notice, Guidelines on the assessment of non-horizo ntal mergers under the Council 
Regulation on the control of concentrations between undertakings ("Non-horizontal Merger 
Guidelines") OJ 2008/C 265/07, para.32. 
83  Non-horizontal Merger Guidelines, para.35. 
 
31 Austria and Denmark, where the Parties' flights MSS and "all travel" MSS have a 
material market position.  
(165)  Downstream, the markets that are primarily  vertically related are the markets for 
flights OTAs. Depending on the market de finition considered, the number of 
affected markets is greater, as seen in  the Table in para. 77 above, as broader 
markets comprising "all travel" OTAs would also be vertically related. Similarly, if 
broader markets for "all travel" MSS in  Austria and Denmark are considered, 
markets for hotels OTAs, car rental OTAs  and "all travel" OTAs would also be 
vertically affected. However, any forecl osure of lead generation services would 
originate from flights MSS, since this is the market segment in which the merged entity would have a strong market posit ion and potentially exert some market 
power. Consequently, even on a broader mark et for "all travel" OTAs, what would 
be impacted by such input foreclosure stra tegy would be the traffic directed to 
flights OTAs. Therefore, the input forecl osure analysis will mainly focus on the 
relationships between flights MSS and flights OTAs.    
(166)  When asked on whether the merged entity w ould have the ability to restrict OTAs' 
access to MSS lead generation services or increase the cost of such services, 
respondents to the market investigati on were rather divided. Whereas some 
respondents do not exclude that the merged en tity will have the ability to display its 
own OTAs in a more favourable way, othe r respondents point out that there will be 
sufficient competition to prevent the merged entity from increasing the cost of advertising and that in a business where tran sparency to consumers is key, this type 
of foreclosure will not occur.
84   
(167)  The Parties compete with a number of other MSS operators in Austria and 
Denmark, such as Skyscanner - which has a market position stronger than, 
respectively, Momondo and Priceline, G oogle Flights - a rece nt entrant with 
significant growth potential,  TripAdvisor and others. OTAs in Austria and 
Denmark would thus still have the possibil ity to still advertise their services on 
other MSS and would not be fully reliant on the Parties. Already today, OTAs purchase lead generation services from multiple MSS; the majority of respondents 
to the market investigation indicating that OTAs (as well as TSPs) purchase services from more than three MSS per EEA  country, in order to increase traffic to 
their websites and reach as many consumers as possible.
85  
(168)  Moreover, MSS are not the only source of traffic for OTAs. Consumers may also 
reach OTA websites through dire ct visits, to the extent that the OTA is known to 
them, by following advertisments on blogs, travel websites, et c., through general 
search e.g. on Google or Bing, or through ot her sources, such as e-mail marketing, 
marketing on social media, etc. OTAs responding to the market investigation estimate that approximately half of th eir traffic comes through MSS referrals, 
whereas the other half is split among the other channels.
86 
                                                 
84  Replies to Q1 – Questionnaire to MSS, questions 42.1 and 42.2; Q2 – Questionnaire to OTAs, 
questions 44.1 and 44.2; Q3 – Questionnaire to TSPs, questions 33.1 and 33.2. 
85  Replies to Q1 – Questionnaire to MSS, question 30; Q2 – Questionnaire to OTAs, question 32; Q3 – 
Questionnaire to TSPs, question 26. 
86  Replies to Q2 – Questionnaire to OTAs, question 3. 
 
32 (169)  In relation to Austria, even if the Parties have a material market position in flights 
MSS markets, the increment of the Tr ansaction is rather limited, amounting, 
according to the Parties' estimation, to ma rket shares of [0-5]%. Therefore, the 
merged entity's market position, and conseque ntly also its ability to follow an input 
foreclosure strategy, will not be materially  increased relative to that of Priceline 
already today in the Austrian market. Pr iceline currently has a market share of 
[60-70]% on flights MSS in Austria and is  vertically integrated, also operating 
flights OTAs; yet there is no evidence of Priceline attempting to restrict or increase the cost of rival OTAs' access to its MSS lead generation services.  
(170)  The situation is different in Denmark, where the market share of the already 
integrated Priceline on MSS markets is very limited, estimated as approximately [0-5]%, and Momondo is the market leader on flights MSS, with a market share 
estimated at [60-70]%. Therefore, post- Transaction, the position of the merged 
entity on the upstream and dow nstream markets will be comparable to the current 
position of Priceline on the upstream a nd downstream markets in Austria. 
(171)  In light of the above, it cannot be exclude d that the merged entity would have the 
ability to follow a input foreclosure stra tegy. However, it appears unlikely that the 
merged entity would have the incentive to do so.    
(172)  Respondents to the market inve stigation are rather split as  to whether they consider 
that the merged entity would have the incentive to adopt an input foreclosure 
strategy, some mentioning that some change in the display of s earch results on the 
Parties' MSS may occur, whereas others point out that any such incentives would 
exist already, that MSS markets are competitive and that a foreclosure strategy could restrict the attractiveness of the Parties' MSS.
87  
(173)  The Commission however considers unlikely that the merged entity would have 
incentives to foreclose its input, as it a ppears unlikely that such  strategy would be 
profitable to it.  
(174)  On the downstream market for flights OTAs, the Parties have a marginal presence 
in the EEA through Priceline.com. Price line.com is focused in the US, is not 
available in German, Danish or any EEA  language other than English and […]. 
Priceline.com generated less than EUR […] million in 2016 in the EEA, 
corresponding to less than [… ]% of its total revenues. In Austria, it generated 
EUR […] and in Denmark EUR […] in the same period.  
(175)  On the upstream market for flights MSS, the Parties rely primarily on OTAs for 
their revenues: OTAs account for at least […]% of KAY AK's flights MSS 
revenues in the EEA and for […]% of Momondo's flights MSS revenues. By 
relying exclusively on TSPs and on Pricelin e's flights OTAs, the activities of which 
are marginal in the EEA, the Parties' MSS would thus in all li kelihood incur losses. 
Similarly, by raising prices that would ri sk reducing the attract iveness of its MSS 
to OTAs and incentivising the latter to switch to other suppliers, the merged entity would forgo a material part of its revenues.    
                                                 
87  Replies to Q1 – Questionnaire to MSS, questions 42.3 and 42.4; Q2 – Questionnaire to OTAs, 
questions 44.3 and 44.4; Q3 – Questionnaire to TSPs, questions 33.3 and 33.4. 
 
33 (176)  It is therefore unlikely that the Partie s would risk their flights MSS revenues, 
amounting to EUR […] million in Austri a and EUR […] million in Denmark, to 
favour Priceline.com, which generates only a fraction of those revenues in 
the EEA.  
(177)  Moreover, the Parties point out that MSS ba se their reputation on the provision of a 
comprehensive and neutral price comparison of OTA and TSPs offers. MSS would therefore be unlikely to follow a strategy of limiting the number of OTAs or TSPs 
listed on their websites, in order to prio ritise OTAs belonging to their own group, 
as this would go against the business m odel under which MSS operate and could 
lead to the loss of consumers' confiden ce, driving consumers to rival MSS with 
more comprehensive offers. Respondents to the market investigation gave mixed responses as to whether they consider that MSS present search results in an 
objective and neutral way, some claiming that  there is no transparency as to how 
results are displayed and that result s are also displayed, according to the 
commission agreed with the MSS. Othe r respondents, however, point out that 
"flights are […] ordered by price, flight time, route or convenience"  and that they 
consider that results are presented in a "fair and unbiased way" . 
88  
(178)  The Parties also submit that such foreclosur e strategy could lead to retaliation from 
other integrated MSS. If the Parties were to exclude e.g. Expedia flight offers from 
their MSS, Expedia could react by rest ricting access by the the Parties' hotels 
OTAs to Expedia's MSS, Trivago. Last, in  addition to Priceline itself, which is 
already active on the upstream MSS and downstream OTA markets, several other 
competitors with a material presence in  EEA markets are similarly vertically 
integrated, including the major OTAs E xpedia with its hotels MSS Trivago, 
eDreams Odigeo with its flights MSS Liligo, and Last minute.com, with its MSS 
Jetcost. In 2016, the OTA Ctrip acquired Skyscanner, the Parties' main competitor in flights MSS in the EEA. Yet, these acqui sitions do not appear to have led to any 
foreclosure, as the MSS belonging to these groups continue to list several OTAs, in 
addition to those belonging to the respective group.  
(179)  Therefore, on balance, the Commission cons iders that the merged entity would be 
unlikely to have the incentive to enga ge in an input foreclosure strategy. 
Consequently, the Commission concludes that  the Transaction is not likely to lead 
to the adoption of an input forecl osure strategy by the Merged Entity. 
4.4.1.2.  Customer foreclosure 
(180)  Similarly, according to the Non-horizontal  Merger Guidelines, for anti-competitive 
customer foreclosure to occur following the Transaction, the merged entity should have the ability and the incentive to adopt  such strategy, which in turn would have 
to result in anti-competitive effects.
89 
(181)  For the merged entity to be able to a dopt a customer foreclosure strategy, it must 
have a significant degree of market pow er on the downstream ma rket, as otherwise 
                                                 
88  Replies to Q1 – Questionnaire to MSS, questions 42.3 and 42.4; Q2 – Questionnaire to OTAs, 
questions 35, 44.3 and 44.4; Q3 – Questionnaire to TSPs, questions 28, 33.3 and 33.4; Form CO, 
page 155.  
89  Non-horizontal Merger Guidelines, para.59. 
 
34 it would not constitute an important custom er for rival MSS, si nce the latter would 
have access to a broad customer base.90 Therefore, such a strategy could only be 
followed in relation to the Parties' activiti es in hotels OTAs, where Priceline has a 
material position or on potential markets fo r "all travel" OTAs, which include hotel 
OTA activities. The Parties do not have reliable estimates of their market position on hotels or "all travel" OTA markets; they estimate how ever that this could be 
material in the EEA as a whole and in all EEA countries. The likelihood of 
customer foreclosure would thus have to be assessed at EEA level and in Austria, 
Belgium, Czech Republic, Denmark, Finl and, France, Germany, Ireland, Italy, 
Netherlands, Norway, Poland, Portugal, Romania, Spain, Sweden and the UK, 
where Momondo is also active.  
(182)  Upstream, the markets which are primarily  affected are the markets for hotels 
MSS. Depending on the market definition considered, the number of affected 
markets is greater, as seen in the Tabl e in para.77 above, as broader markets 
comprising "all travel" MSS would also be ve rtically linked to the market for hotels 
OTAs. Similarly, if broader markets for "a ll travel" OTAs are considered, markets 
for flights MSSs, car rental MSS and "all travel" MSS would also be vertically 
affected. As, however, any strategy of cust omer foreclosure (withdrawal of hotels 
OTAs from rival MSS) would only impact the supply of lead generation services 
by hotels MSS, the customer foreclosure analysis will focus on the relationships between hotels MSS and hotels OTAs.   
(183)  The Transaction is, however unlikely to result in customer foreclosure, for the 
following reasons.  
(184)  Respondents to the market investigation are split on whether the merged entity 
would have the ability to restrict MSS access to OTA customers, with a slight majority considering that this would be th e case, as the merged entity would have a 
dominant position. Other re spondents, however, indicate th at exclusivity contracts 
are very rare in the indus try and unlikely to be impos ed by the merged entity.
91 
(185)  However, Priceline is constrained in hotels and "all travel" OTA markets by a 
number of other OTAs, among which E xpedia, Opodo, and Lastminute.com, all 
with material market positions in the EEA, as well as smaller players and new 
entrants, which are expanding their activities across the EEA, such as Amoma. Moreover, in addition to providing services  to OTAs, MSS also enter into direct 
relationships with TSPs and list direc tly hotels' and other travel providers' 
offerings. 
(186)  Moreover, in several of the vertically a ffected markets, the Transaction does not 
bring about a material increment (estim ated by the Parties as never exceeding 
[5-10]%). Therefore, in those markets, the ability of the merged entity to pursue a 
customer foreclosure stra tegy will not materially change post-Transaction, as 
compared to Priceline's existing ability to attempt customer foreclosure. The 
situation is different in those markets in which Momondo has a material presence 
in hotels MSS, namely Denmark (estimat ed at [20-30]%), Finland (estimated 
                                                 
90  Non-horizontal Merger Guidelines, para.61. 
91  Replies to Q1 – Questionnaire to MSS, questions 43.1 and 43.2; Q2 – Questionnaire to OTAs, 
questions 45.1 and 45.2. 
 
35 at [10-20]%), Norway (estimated at [10- 20]%), Romania (estimated at [10-20]%) 
and Sweden (estimated at [20-30]%).  
(187)  In light of the above, it cannot be exclude d that the merged entity would have the 
ability to follow a customer foreclosure st rategy. However, it appears unlikely that 
the merged entity would have the incentive to do so.    
(188)  Whereas respondents to the mark et investigation are rather  split as to whether the 
merged entity would have the incentive to engage in such a customer foreclosure strategy, with a slight majority consider ing that this would not be the case, 
92 it 
appears unlikely that such a strategy w ould be profitable for the merged entity.  
(189)  First, such customer foreclosure strate gy would be contrary to OTAs' business 
model. As noted by the Parties and re spondents to the market investigation,93 
OTAs strive to increase the visibility of their offers, in order to attract as many users as possible to their platforms. Ther efore, OTAs would be unlikely to follow a 
strategy that would result in them only listing their offers on in-house MSS, since 
this would limit their opportunities to attract additional traffic. Specifically, […]% of Booking.com's 2016 spend on MSS we nt to rival MSS, […]% going to 
Expedia's hotel MSS, Trivago.
94 
(190)  Second, Priceline's OTA Booking.com generates much more revenue than the 
merged entity's MSS, exceeding at EEA level the revenues generated by the Parties' MSS by nearly […]. Moreover, Booking.com is more profitable than the 
Parties' MSS;
95 the merged entity would thus be unlikely to risk foregoing the 
revenues of Booking.com in an attempt to  somewhat increase its MSS revenues.  
(191)  Third, previous examples of vertical integr ation in the industry, such as notably the 
acquisition of Trivago by E xpedia, of Skyscanner by C-trip and of Liligo by 
eDreams have not resulted in customer foreclosure. OTAs belonging to these 
groups continue to list their offerings on multiple MSS. Moreover, any such strategy could incite retaliation from othe r integrated MSS, which could in turn 
also restrict their OTAs from listing their offerings on the Parties' MSS. 
(192)  In light of the above considerations, the Commission considers that on balance, the 
merged entity would be unlikely to adopt a customer foreclosure strategy following 
the Transaction.  
                                                 
92  Replies to Q1 – Questionnaire to MSS, questions 43.3 and 43.4; Q2 – Questionnaire to OTAs, 
questions 45.3 and 45.4. 
93  Replies to Q1 – Questionnaire to MSS, questions 43.3 and 43.4; Q2 – Questionnaire to OTAs, 
questions 45.3 and 45.4; Form CO, page 165. 
94  Form CO, Table 6.67. 
95  The EBIDTA of Booking.com was [40-50]% in 2016, whereas KAYAK had an EBIDTA of […]% 
and Momondo of […]%.  
 
36 4.4.2.  Vertical link between the Parties' provision of hotels commercial affiliate 
programmes by MSS and OTAs upstream  and the operation of hotels MSS 
downstream   
(193)  If separate markets for commercial a ffiliate programmes ar e considered, the 
Transaction would only give ri se to vertically affected markets between, on the one 
hand, the upstream provision of commercia l affiliate programmes for hotels by 
MSS and OTAs and, on the other hand, th e downstream operation of hotels MSS 
and hotels OTAs. The Parties estimate that  their combined market shares would 
exceed [20-30]% both upstream and dow nstream in the EEA and all EEA 
countries, in which Momondo is active.96 Booking.com offers a hotels OTA 
commercial affiliate programme on the upstream markets, where the Parties estimate that its market share would ex ceed [20-30]% and is active as an OTA on 
downstream markets, where its mark et share is again estimated as 
exceeding [20-30]%.
97 
(194)  Therefore, it needs to be assessed whether the Transaction would be likely to result 
in any form of input or customer foreclosure.  
(195)  As Momondo does not provide any hotel co mmercial affiliate programmes through 
its MSS or OTAs, Priceline's ability and incentive to follow any input foreclosure 
strategy will not be influenced by the Transaction. Moreover, a number of other 
providers will continue to supply hotel co mmercial affiliate programmes, including 
both MSS like HotelsCombined, TripA dvisor and Trivago and OTAs, like 
eDreams, Lastminute.com and Opodo.  
(196)  Regarding any potential customer for eclosure, while Momondo does not offer 
commercial affiliate services for hotels, it is a customer of such services supplied 
by HotelsCombined. […]. Moreover, any risk  of customer foreclosure can also be 
excluded, since the potential customer base  for those services is very broad, 
including not only MSS and OTAs but also TSPs, travel blogs and other websites. 
Therefore, removing a small customer like Momondo is unlikely to have any 
foreclosure effect on the s uppliers of those services. 
4.4.3.  Conclusion 
(197)  In view of the above, and considering all other availa ble evidence, the Commission 
concludes that the Transaction does not  raise any serious doubts as regards its 
                                                 
96  […] The Parties also overlap on "all travel" MSS and hotel MSS markets in Austria, Belgium, Czech 
Republic, Denmark, France, Finland, Ireland, It aly, the Netherlands, No rway, Poland, Portugal, 
Romania, Spain and Sweden; the in crement of the Transaction on th ose markets is however estimated 
as marginal, not exceeding [0-5]%. 
97  Additional markets would technically be vertically  affected, namely (i) betw een the provision of hotel 
commercial affiliate programmes OTAs (or MSS and OTAs) and the operation of hotel OTAs 
downstream. However, this relationship is not created by the Transaction, as Momondo is not active 
in either the upstream, nor the do wnstream market; therefore, such relationship will not be further 
analysed in this Decision; (ii) between the prov ision of hotel commercial affiliate programmes OTAs 
(or MSS and OTAs) and the operation of "all trav el" OTAs downstream. As however any input 
foreclosure strategy would only impact the operation of hotels OTAs and any customer foreclosure strategy the operation of hotels commercial affilia te programmes, it is only  necessary to examine 
relationships between the provision of hotels co mmercial affiliate programmes and the operation of 
hotels MSS and OTAs. 
 
37 compatibility with the internal market in relation to the vertical relationships to 
which it gives rise. 
5. CONCLUSION 
(198)  For the above reasons, the European Co mmission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in  application of Artic le 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement. 
For the Commission 
(Signed) 
Tibor NAVRACSICS Member of the Commission