Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 24.06.2020  
C(2020)  4335 final  
PUBLIC VERSION 
 
To the notifying parties  
Subject : Case M. 9778 – TUI AG / RCCL / HAPAG -LLOYD CRUISES  
Commission decision pursuant  to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2  
Dear Sir or Madam,  
(1) On 15 May 2020, the  European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which TUI  AG 
(Germany)  and Royal Caribbean Cruises Ltd (‘RCCL’, Liberia), through TUI 
Cruises GmbH (‘TUI Cruises’, Germany), intend to acquire within the meaning of 
Article 3(1)(b) and 3(4) of the Merger Regulation joint control of Hapag- Lloyd 
Kreuzfahrten GmbH (‘ HLC’, Germany) (the ‘Transaction’) . The concentration is 
accomplished by way of purchase of shares .3  
(2) TUI AG  and RCCL  are together referred to as  the ‘ Notifying P arties’ . 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “ Merger Regulation” ). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( the “ TFEU ”) has introduced certain changes, such as the replacement 
of “Community ” by “Union”  and “common market ” by “internal market ”. The terminology of the TFEU 
will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
3  Publication in the Official Journal of the European Union No C 174, 25.5.2020, p. 6. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are shown thus […] . Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
 
2 1. THE PARTIES  
(3) RCCL operates oceanic cruises under three wholly owned brands, Royal Caribbean 
International, Celebrity Cruises, and Azamara Club Cruises. It also owns a 66.7% 
stake of Silversea Cruises4, 50% of TUI Cruises, and 49% of Pullmantur Cruises. 
RCCL is the second largest cruise company globally with 63 ships (4 ships joining 
the fleet in 2020- 21).  
(4) TUI AG is the ultimate parent company of the TUI Group, an integrated leisure 
tourism group operating through its various subsidiaries hotels, cruise ships, airlines, 
aircraft, travel agencies, tour operators and online portals. It off ers to customers 
worldwide holiday experiences in 180 regions. TUI AG is active in the cruise 
business through the operation of Marella Cruises  and HLC (TUI AG is  currently the 
sole owner) . TUI AG also jointly controls TUI Cruises  with RCCL . 
(5) TUI Cruises  GmbH is a 50:50 joint venture between TUI AG and RCCL ( “TUI 
Cruises” or the “JV”).5 TUI Cruises offers contemporary cruises primarily targeting  
German -speaking customers.6  
(6) HLC operates two luxury cruise ships7 and three expedition- type cruise  ships8 with 
which it targets customers from German -speaking countries. Cruises on two of the 
three expedition cruise ships are c onducted in German only .  
2. THE OPERATION  AND CONCENTRATION  
(7) The concentration consists of the acquisition by RCCL of joint control over HLC 
through an expansion of TUI Cruises . This expansion will take place through the 
transfer, from its current owner TUI AG to TUI Cruises , of all shares in HLC  as well 
as five cruise vessels and related rights  and assets of HLC.  
(8) Following this transfer, t he activities of TUI Cruises will extend into a new product 
market, as well as into new geographic markets which were not the object of the 
original JV. Indeed, so far TUI Cruises has been exclusively active in the market for 
contemporary oceanic cruises, while HLC  has only focused on luxury /ultra -luxury  
and expedition oceanic cruises. Post -Transactio n, TUI Cruises’ scope will therefore  
expand into this new market. As far as the geographic market is concerned, while 
TUI Cruises has so far primarily targeted  German -speaking passengers, following 
the Transaction it will be in the position to also target non -German speaking 
passengers  (for instance, Danish speaking ones).  
                                                 
4  RCCL  acquired the 66.7% stake in Silversea  Cruises in 2018.  
5  Case M.5024 -  TUI/Royal Caribbean Cruises/JV.  
6  TUI Cruises operates seven Mein Schiff vessels, ranging in size from 77 302 gross tonnage  (“GT”) to 
111 500 GT . Gross tonnage is a function of the volume of all of a ship's enclosed spaces (from keel to 
funnel) measured to the outside of the hull framing . 
7  The MS Europa and MS Europa  2 have a size of 28 890 GT and 42 830 GT , respectively, and 
accommodate up to 400 and 500 pas sengers, respectively .  
8  […]* The HANSEATIC class ships can accommodate 230 passengers (MS Bremen up to 155) and are 
15 650 GT in size, while MS Bremen is only 6  752 GT. The HANSEATIC nature and HANSEATIC spirit 
are/will be German -speaking ships, with al l cruises conducted in German only.   
* should read: The HANSEATIC nature, the HANSEATIC inspiration and the MS Bremen (to be 
replaced by the HANSEATIC spirit in 2021).   
 
 
3 (9) The transfer of all shares in HLC and the five cruise vessels and related rights and 
assets of HLC, which will allow  the expansion of the  JV activities into new product  
and geographic markets , show  that TUI AG and RCCL are the real players behi nd 
the extension of TUI Cruises’  scope.9 
(10) TUI AG and RCCL initiated  the agreements that govern the Transaction.10 RCCL 
engaged in multiple discussions with TUI AG regarding the acquisition of HLC over 
the past few years, with the most recent discussions beginning in […] . Moreover, 
TUI AG, RCCL and TUI Cruises are party to the ‘Share and Asset Purchase 
Agreement’ (‘SPA’) dated 7 February 2020, pursuant to which TUI AG will transfer 
the HLC business (all shares, five cruise vessels, and related rights and assets) to 
TUI Cruises. In addition, TUI AG and RCCL are parties to the  Restatement of the 
Joint Venture Agreement, which modifies the terms of the original Joint Venture 
Agreement between TUI AG and RCCL, which was executed on 17 December 2007 
and governed the formation of the TUI Cruises JV. Finally, pursuant to the SPA , five 
business days prior to the scheduled main closing date, TUI AG and RCCL will 
make an equity contribution in an aggregate amount of EUR […]  into TUI Cruises 
pro rata (50:50).  
(11) In view of the foregoing, TUI AG and RCCL are regarded as undertakings 
concern ed. 
(12) The rationale for the Transaction is to allow TUI Cruises to expand its offering to 
include luxury/ultra -luxury and expedition oceanic cruises, a segment in which TUI 
Cruises did not previously operate.11 The Transaction will also generate a net cash 
consideration for the seller TUI AG of approximately EUR […] , given that HLC’ s 
value is EUR […] .12  
(13) In light of the above, the Transaction constitutes a concentration within the meaning 
of Article 3(1)(b) and Article 3(4) of the Merger Regulation. 
3. UNION  DIMEN SION  
(14) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million [TUI AG : EUR  […] million, RCCL : EUR […] 
million] . Each of them has an EU-wide turnover in excess of EUR 250 million, but 
they do not achieve more than two- thirds of their aggregate EU -wide turnover within 
one and the same Member State. The notified operation therefore has a Union 
dimension.13  
4. MARKET DEFINITION  
(15) Oceanic cruises i nvolve a journey on board a ship undertaken for leisure purposes in 
maritime waters.  Oceanic cruises  generally combine cabins, restaurants, bars, 
                                                 
9  Paragraph 107 of the Commission Consolidated Jurisdictional Notice.  
10  Paragraph 147 of the Commission Consolidated Jurisdictional Notice.  
11  Form CO, paragraph 56.  
12  Form CO, paragraph 57.  
13  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
4 casinos, swimming pools, spas, gyms, theatres, and shopping into a floating resort. 
Cruises typically embark f rom one port and then visit a number of destinations, 
either for a day or overnight, before returning to the same port or a different port  to 
continue the journey . 
(16) Within the overall oceanic cruises market, it is possible to distinguish between 
contemporar y, premium, luxury and expedition cruises.14 Contemporary cruise lines 
comprise the largest portion of the oceanic cruise operation industry  and operate  the 
largest cruise ships. This is the more mass -market  end of the market  typically 
serving families and couples of all ages . Premium cruises are somewhat smaller in 
size and target families seeking a more high -end experience, middle -aged and senior 
couples, and senior travellers . Luxury  and expedition cruises  typically  offer instead 
longer , more exclusive and luxurious travel experience s including off-the-beaten 
track destinations such as the Artic and Antarctic /South America . 
(17) RCCL and H LC are both  involved in the provision of oceanic cruises . Their 
activities overlap in the operation of luxury /expedition cruises, although they target 
different customer  groups . HLC offers  luxury /expedition cruises primarily to 
German -speaking customers  from German -speaking countries  (Austria, Germany 
and Switzerland ).15 RCCL, through its Silversea and Azamara brands, offers luxury 
and expedition cruises primarily targeting  customers from North America and the 
United Kingdom .16   
4.1. Relevant product market  
4.1.1. The Notifying Parties’ arguments  
(18) The Notifying  Parties claim  that land -based holidays and river cruises are, for at 
least some customers, substitutable for oceanic cruise holidays and exert competitive 
pressure on cruise operators. They nonetheless submit that the relevant product 
market within which to assess the Transaction is the market for oceanic cruises .17  
(19) The Notifying  Parties further  argue that it  would not be appropriate to segment the 
oceanic cruise market  into contemporary, premium, and lux ury/expedition cruise 
offerings as  there is not a bright line between these offerings  from either a supply or 
demand perspective. Rather, they consider  that there is a broad spectrum of oceanic 
cruise products, and different cruise lines compete more or less closely with others 
depending on a range of factors in addition to the level of service offering, including 
fleet, itineraries, departure and return ports, and availability of on- board 
entertainment and experiences .18 The same cruise line, or even the same vessel, can 
offer a range of experiences dependin g on the class of service booked.19  
(20) The Notifying Parties claim that e ven within a single vessel different passengers may 
have a more premium or less premium experience depending on the class of service 
or type of cabin booked. This is particularly true with respect to the “ship within a 
                                                 
14  Form CO, paragraph 76. Case M.2706 - Carnival Corporation/P&O Pr incess.  
15  Form CO, paragraph 130.  
16  Form CO, paragraph 133.  
17  Form CO, paragraph 88.  
18  Form CO, paragraph 94.  
19  Form CO, paragraph 76.  
 
 
5 ship” concept that has recently been launched on a number of contemporary and 
premium cruise lines, where customers of VIP suites have access to private areas and 
amenities that are equivalent to the service level on a luxury or expedition vessel.20 
Hence, in response to growing demand for luxury services, the Notifying Parties’ 
view is that cruise operators can simply develop luxury offerings on contemporary 
and premium vessels.21 
4.1.2. Precedents  
(21) In its previous decisions , the Commission  has considered the market  for the supply 
of oceanic cruises to be  distinct from the market for the supply of coastal ferry or 
riverine cruises, and also separate from the market for the supply of other (land-
based) holidays.22 
(22) The Commission has also considered, whether luxury oceanic cruises constitute a 
distinct product market  or are part of the wider oceanic cruises market  but left open 
the market definition .23 
4.1.3. The Commission’s assessment  
(23) The market investigation has confirmed that cruises are typically classified by the 
type of cruise offering, for example,  whether it is a c ontemporary, premium, and 
luxury  and expedition cruise.24 RCCL itself in  its internal documents assesses the 
cruise market on the basis of these different segments.25  
(24) A number  of elem ents point to the possibili ty that luxury  and expedition cruises 
could form part of the same relevant  market  distinct from the overall cruise market , 
although t he boundaries around the edges of this  possible cruise segment  appear 
blurred . 
(25) The ship size differs according to the type of cruise. For example, c ontemporary 
cruise brands  operate the largest vessels ( from approximately 100 000 GT and 
above). Premium cruises  operate ves sels that are somewhat smaller between 
40 000 GT  and 120 000  GT. Luxury  and expedition cruise operations ha ve smaller 
cruise ships ( between 5,000 GT – and 60 000 GT).26  
(26) Luxury  and expedition cruises usually operate on smaller cruise ships  than 
contemporary and premium cruises  which allows them to reach  a larger  number of  
ports  and more remote locations .27 As a result , they can  offer passenger s a wider  
variety of  itineraries , avoiding  the more crowded destinations  and reaching  less 
                                                 
20  Form CO, paragraph 96.  
21  Form CO, paragraph 98.  
22  Case M.2706 -  Carnival Corporation/P&O Princess; case M.3071 - Carnival Corporation/P&O Princess 
(II); case M.4600 - TUI/First Choice.  
23  Case M. 2706 - Carnival Corporation/P&O Princess . 
24  Replies to 3, 5 and 6 of Q1 to competitors.  
25  RCCL’s internal documents, QP2, Annex 12.11, slide 11.  
26  Form CO, paragraph 80 and replies to 6 of Q1 to competitors.  
27  Replies to 7 of Q1 to competitors  and 5 of Q2 to travel agents . Non -confidential version of the minutes of 
the call with a competitor of 2 June 2020.  
 
 
6 travelled ports  such as in  the Arctic , Antarctica  and South America .28 Norwegian 
Cruise Line ’s (‘NCL’)  luxury cruise brand Regent  Seven Seas (‘Regent’)  for 
instance reaches 450 destinations per year , whereas the larger ships of its 
contemporary and premium brands visit fewer destinations .29 
(27) Consequently , luxury  and expedition cruises  are also  typically longer  than 
contemporary and pr emium cruises . While the duration of luxury  and expedition  
cruises is on average 10 -14 days, the average duration of a contemporary cruise is 
approximately 7 days .30  
(28) Furthermore, l uxury  and expedition cruise ships guarantee  a higher  space /passenger 
ratio as well as a higher  crew /passenger rati o than those of contemporary and 
premium cruise ships .31 While for instance on a premium or contemporary cruise t he 
crew/ passenger ratio is approximately 1/2-1/2.5, for a luxury  and expedition cruise it 
is 1/1.6.32 As for the space/ passenger ratio , on a luxury  and expedition cruise this 
ranges between 50 -66 GT per passenger, compared to the 30- 41 GT of a 
contemporary cruise, and the  40-46 GT o f a premium cruise.33  
(29) The Commission acknowledges that premium and contemporary cruises can off er 
accommodation – such as the ‘ship within the ship’  concept accommodation – which 
target and appeal to luxury cruise passengers. An example of this , within RCCL’s 
cruise offering, is the possibility for passengers that book Royal Suit e Class 
accommodations – on a contemporary cruise –  to receive unique amenities and 
services that offer a premium or luxury experience. These luxury services range from 
dedicated check -in and priority boarding to concierge service and exclusive 
activities.34 A further example is the ‘The Haven, ’ within NCL’s fleet, which is an 
exclusive area at the top of a ship where passengers have exclusive access to luxury 
amenities. However, while the crew /passenger ratio, space/ passenger ratio in these 
luxury areas is  similar to those on luxury  and expedition ships, this is only true for 
the luxury section of the ship. Once the passenger leaves the luxury section, the 
experience will be that of a premium or contemporary ship.35 For these reasons, 
although part of the experience in such luxury areas is similar to that of a 
luxury /expedition  cruise ship, it cannot be regarded as being a true alternative in the 
eyes of many luxury customers.36  
(30) RCCL’s internal documents support this conclusion when observing that, […] .37 As 
a result, once a customer experiences a luxury cruise, they typically do  not go back 
to less luxurious cruise experiences.38  
                                                 
28  Replies to 7 of Q1 to c ompetitors  and r eplies to 3.1 of Q2 to travel agents . Non -confidential version of the 
minutes of the call with a competitor of 2 June 2020.  
29  Non-confidential version of the minutes of the call with a competitor  of 2 June 2020.  
30  Replies to 6 and 7 of Q1 to competitors.  
31  Reply  to 5 of Q2 to travel agents.  
32  Replies to 6.1 of Q1 to competitors.  
33  Replies to 6 of Q1 to competitors.  
34  Form CO, paragraph 96.  
35  Non-confidential version of the minutes of the call with a competitor  of 2 June 2020.  
36  Non-confidential version of th e minutes of the call with a competitor  of 2 June 2020.  
37  RCCL’s internal documents, Annex 12.11, slide 30.  
 
 
7 (31) Further evidence pointing to luxury  and expedition cruises as a distinct product 
market is that, w ere prices to increase on a permanent basis by 5 -10%, most luxury 
cruise passengers would accept such a price increase. One competitor noted that 
most luxury cruise passengers would accept such a price increase as a “general cost 
increase”.39 Few passengers  would consider turning to a  top-cabin category of a 
premium vessel  and the market investigation indicated that this “ phenomenon [the 
trade down to a more affordable premium option] would likely be the exception 
rather than the rule ”.40  
(32) Additional factors relating to quality and service further distinguish luxury  and 
expedition cruises.41 For example, they  often include pre -and-post luxury  options 
such as  high-end hotel stays and flight arrangements.42 Luxury cruises also  provide  
more exclu sive shore excursions in terms of access and smaller size of tours.  This is 
also supported by RCCL’ s internal documents, whi ch observe that […] .43  
(33) Some difference s also appear to exist between the way luxury  and expedition cruises  
and other types of cruises are booked. Compared to other types of cruise holidays, a 
lower number of luxury  and expedition cruises  are booked online  and there is  a 
higher recourse to travel agent s.44 Not all luxury cruises can be booked online45 and 
even if they can, there is still a preference for travel agents. This is because luxury  
and expedition cruise passengers  value and require  a higher and more personalis ed 
level of service where travel agents explain  in detail the product s offered , guiding 
customer choices  and make special travel arrangements .46 RCCL’s internal 
documents […] .47  
(34) In terms of prices, the market investigation has highlighted that there is no clear 
dividing line between the contemporary, premium, and luxury  and expedition cruise 
segments, with the prices for  luxury  and expedition cruises  being the highest .48 
Average p rices per night per passenger on a contemporary cruise range from EUR 90 
to EUR 250,49 average prices on a premium cruise from EUR 250 to EUR 500 .50 
Average prices o n luxury  and expedition cruises  are EUR 500-600 per day but can  
be as high as EUR 2 000.51 
                                                                                                                                                      
38  Non-confidential version of the minutes of the call with a competitor  of 2 June 2020. Competitor’s reply 
to 4 of Q1 to competitors.  
39  Reply to 4 of Q1 to competitors.  
40  Competitors’ reply to 4 of Q1 to competitors.  
41  Replies to 9 of Q1 to competitors . 
42  Replies to 9 of Q1 to competitors . 
43  RCCL’s internal documents, QP2, Annex 12.11, slide 23.  
44  From CO, paragraph 84.  Replies to questions 8 and 8.1 of Q1 to competitors . 
45  Replies to 6.1 of Q 2 to travel agents.  
46  Replies to question s 8 and 8 .1 of Q1 to competitors and to questions 6 and 6.1  of Q2 to travel agents. 
Form CO, paragraph 84.  
47  RCCL’s internal documents, Annex 12.11, slide 24.  
48  Replies to 5 of Q1 to competitors.  
49  Form CO, paragraph 80.  
50  Form CO, paragraph 80.  
51  Form CO, paragraph 80. Replies to 5 of Q1 to competitors.  
 
 
8 4.1.4. Conclusion 
(35) For the purposes of this decision, it is not necessary to conclude on whether 
luxury /expedition cruises constitute  a separate product  market, as in any event the 
Transaction would not raise serious doubts as to its  compatibility with the internal 
market . 
(36) The Commission will therefore assess the effects of the  Transaction on the following 
product markets: the overall market  for the provision of oceanic cruises ; and the 
possible distinct market for the provision of luxury /expedition cruises.  
4.2. Relevant geographic market  
4.2.1. The Notifying Parties’ arguments  
(37)  The Notifying Parties submit that there are factors indicating that the geographic 
market for oceanic cruises is broader than national  and is likely to be  at least EEA -
wide.52 They claim that s ince the Commission’s decision in M.2706 - Carnival 
Corporation/P&O Princess, a  significant portion of customers now book online .53 As 
far as prices are concerned, they also state that […] .54  
(38) They nonetheless recognise that market penetration  of individual cruise operators 
and of cruise holidays in general differs from one Member State to another.55 They 
further point to the following factors to claim the existence of a Germanic market 
comprising at least Germany and Austria: the language; on -board service 
preferences ; similar  level of penetration ; […] .56 
4.2.2. Precedents  
(39) In its previous decisions, the Commission has concluded that the markets for the 
supply of oceanic  cruises s hould be considered as nationa l in scope .57 In case 
M. 2706 - Carnival Corporation/P&O Princess ,58 the Commission based itself on a 
number of elements  to conclude that the relevant geographic markets for oceanic 
cruises were  national . These elements  included:  the fact that  the market presence of 
cruise operators and  the penetration of the cruise holiday w ere different from one 
Member State to another; specialised cruise agencies and general travel agents 
operated on a predominantly national level and only a small amount of sales  were 
made via the Internet;  marketing and promotions were  usually run at national level ; 
and pricing strategies and price levels were different in each Member State .59 
                                                 
52  Form CO, paragraph 104.  
53  Form CO, paragraph 105.  
54  Form CO, paragraph 106.  
55  Form CO, paragraphs 107- 108. 
56  Form CO, paragraph 109.  
57  Case M.334 -  Costa Crociere/Chargeurs/Accor; case M.2706 -  Carnival Corporation/P&O Princess; case 
M.3071 - Carnival Corporation/P&O Princess (II); case M.4600 -  TUI/First Choice . 
58  Case M.2706 -  Carnival Corporation /P&O Princess . 
59  Case M.2706 -  Carnival Corporation/P&O Princess . 
 
 
9 4.2.3. The Commission’s assessment  
(40) The market investigation in this case has not produced evidence indicating that the 
Commission should depart from the approach taken in its previous decisions  
concluding  the existence of national markets . 
(41) The vast majority of cruise operators responding to the market investigation have 
confirmed that  specialised cruise agencies and/or general travel agents  
predominantly operate at national level.60 In this respect, a competitor has  for 
instance explained that  travel agen cies rarely sell across borders  due to regulatory 
hurdles .61  
(42) Cruise operators  have also confirmed that when selling cruise packages via the 
Internet, their websites target national markets  and that  marketing strategies and 
communications  appear to be  customi sed depending on the targeted country .62  
(43) The majority of cruise operators have further  indicated  that p rices for cruise holidays 
having the same destination differ depending on the Member State in which they are 
marketed . In this regard, a  competitor has indicated  that a  destination can be more 
appealing and more accessible ( in terms of port of embarkation)  from one country to 
another , which, in turn, could have an effect on the price offering . 63 
(44) A minority of respondents provided responses indicating that  the relevant geographic 
market could be seen as compris ing a cluster of  German -speaking countries 
(i.e. Austria and Germany).64 However, since there is limited recourse to online 
booking when booking a luxury /expedition cruise, with customers tending to book 
through travel agents , which predominantly operate at national level ,65 the 
Commission considers that the re is not  sufficient evidence to depart from  the 
conclusion reached in its previous decisions  that cruise market s are national .  
4.2.4. Conclusion 
(45) Therefore, in line with the precedents, f or the purposes of the present case, the  
Commission considers the relevant geographic markets to be  national for both th e 
overall market f or ocean ic cruises  and luxury /expedition cruises . 
4.3. Conclusion on market definition  
(46) The Commission will therefore assess the effects of the Transaction on the markets 
for the supply of  oceanic cruises and for luxury /expedition cruises  at national level . 
                                                 
60  Replies to 12 of Q1 to competitors.  
61  Competitor’s reply to 12 of Q1 to competitors.  
62  Replies to 13 and 14 of Q1 to competitors.  
63  Replies to 15 of Q1 to competitors.  
64  Replies to 10 of Q2 to travel agents.  
65  See recital 41 of this decision.  
 
 
10 5. COMPETITIVE ASSESSMEN T 
(47) The transaction gives rise to a change from sole to joint control over the business of 
HLC . Therefore, the  competitive assessment will fo cus on the extent to which RCCL 
competes with HLC, on the basis that HLC  is currently solely controlled by TUI AG . 
(48) RCCL is a global cruise operator and is active in the EEA through its brands Royal 
Caribbean International, Celebrity Cruises, Azamara Club C ruises, Silversea Cruises 
and Pullmantur Cruises. Silversea Cruises and Azamara Club Cruises are the RCCL 
brands , which address the luxury /expedition  cruise market. HLC is a 
luxury /expedition cruise operator which primarily targets German -speaking 
customer s.  
5.1. Market structure  
(49) The Transaction gives rise to horizontal affected markets in Germany and Austria in 
the overall oceanic cruise market . As set out in Tables 1 and 2 below, t he 
Transaction gives rise to  combined market shares of  [20-30]% in Germany and [20-
30]% in Austria. In the overall oceanic cruise market, the increment brought about 
the Transaction is low, [0 -5]% in Germany and [0 -5]% in Austria.  
Table 1: Shares of oceanic cruises by passenger cruise days  (“PCDs”) , Germany 
(2016- 2018)66 
 2018  2017  2016  
Cruise Operator PCDs  Shares  PCDs  Shares  PCDs  Shares  
RCCL (excl. TUI Cruises)  […] [0-5]% […] [0-5]% […] [0-5]% 
TUI AG (excl. TUI 
Cruises and HLC)  […] [0-5]% […] [0-5]% […] [0-5]% 
HLC  […] [0-5]% […] [0-5]% […] [0-5]% 
TUI Cruises  […] [20-30]% […] [20-30]% […] [20-30]% 
Combined  […] [20-30]% […] [20-30]% […] [20-30]% 
Other  […] [70-80]% […] [70-80]% […] [70-80]% 
Total  […] 100.0%  […] 100.0%  […] 100.0%  
Source: Parties’ best estimates  
                                                 
66  Market shares for the oceanic cruises market have been calculated on the basis of both the number of 
actual transported passengers per country and the passenger cruise days (PCD), the latter  obtained by 
multiplying the market for passengers by the specific average cruise duration (available through the Cruise 
Lines International Association  – “CLIA”).  To determine the annual number of passengers from each 
country, the Notifying Parties have used data from CLIA.  While the ir estimates for competitors’ market 
shares in 2018 rely on information from CLIA regarding the number of passengers from Germany and 
Austria , for 2019, CLIA has not yet released its report.   
 
 
11 Table 2:  Shares of oceanic cruises by passenger cruise days, Austria (2016–2018)  
 2018  2017  2016  
Cruise Operator PCDs  Shares  PCDs  Shares  PCDs  Shares  
RCCL (excl. TUI Cruises)  […] [0-5]% […] [0-5]% […] [0-5]% 
TUI AG (excl. TUI Cruises and HLC)  […] [0-5]% […] [0-5]% […] [0-5]% 
HLC  […] [0-5]% […] [0-5]% […] [0-5]% 
TUI Cruises  […] [10-20]% […] [10-20]% […] [10-20]% 
Combined  […] [20-30]% […] [20-30]% […] [10-20]% 
Other  […] [70-80]% […] [70-80]% […] [80-90]% 
Total  […] 100.0%  […] 100.0%  […] 100.0%  
Source: Parties ’ best estimates  
(50) The Transaction also gives rise to affected markets in the luxury /expedition  cruise 
market in Germany and Austria.  
(51) As set out in Tables 3 and 4 below, the Transaction gives ri se to combined market 
shares of [40- 50]% in Germany and [40- 50]% in Austria , when looking at data for 
the luxury/expedition market . In both markets, HLC is the leading player, with 
shares of [30- 40]% in Germany and [30- 40]% in Austria. The second and third 
largest players are the global cruise operators Carnival and N CL respectively, who 
are active through their brands Seabourn and Cunard (for Carnival) and Regent 
(NCL). As can be seen by the market share data in Tables 3 and 4,  Hurtigruten is the 
fourth largest competitor in Germany and Austria. RCCL is the sixth  and fifth  largest 
player with relatively low ma rket shares of [5 -10]% in Germany and [10- 20]% in 
Austria.  
(52) The JV, TUI Cruises , is active only in contemporary and premium cruise markets 
and is not present in the luxury /expedition  cruise market.  
 
 
12 Table 3: Shares of luxury/expedition oceanic cruises by number of passengers,67 
Germany (2016–2018)  
 2018  2017  2016  
Cruise Operator  Passengers  Shares  Passengers  Shares  Passengers  Shares  
RCCL (excl. TUI 
Cruises)  […] [5-10]% […] [5-10]% […] [5-10]% 
TUI AG (excl. TUI 
Cruises and H LC) […] [0-5]% […] [0-5]% […] [0-5]% 
HLC  […] [30-40]% […] [30-40]% […] [40-50]% 
TUI Cruises  […] [0-5]% […] [0-5]% […] [0-5]% 
Combined  […] [40-50]% […] [40-50]% […] [40-50]% 
Carnival  […] [10-20]% […] [10-20]% […] [10-20]% 
Norwegian  […] [10-20]% […] [10-20]% […] [10-20]% 
Hurtigruten  […] [10-20]% […] [10-20]% […] [10-20]% 
Viking Ocean Cruises  […] [5-10]% […] [5-10]% […] [0-5]% 
Other  […] [5-10]% […] [5-10]% […] [10-20]% 
Total  […] 100.0%  […] 100.0% […] 100.0%  
Source: Parties’ best estimates  
Table 4: Shares of luxury/expedition oceanic cruises by number of passengers, Austria 
(2016–2018)  
 2018  2017  2016  
Cruise Operator  Passengers  Shares  Passengers  Shares  Passengers  Shares  
RCCL (excl. TUI 
Cruises)  […] [10-20]% […] [10-20]% […] [10-20]% 
TUI AG (excl. TUI 
Cruises and HLC)  […] [0-5]% […] [0-5]% […] [0-5]% 
HLC  […] [30-40]% […] [30-40]% […] [30-40]% 
TUI Cruises  […] [0-5]% […] [0-5]% […] [0-5]% 
Combined  […] [40-50]% […] [40-50]% […] [40-50]% 
Carnival  […] [10-20]% […] [10-20]% […] [10-20]% 
Norwegian  […] [10-20]% […] [10-20]% […] [5-10]% 
Hurtigruten  […] [10-20]% […] [10-20]% […] [10-20]% 
Viking Ocean Cruises  […] [5-10]% […] [5-10]% […] [0-5]% 
Other  […] [5-10]% […] [5-10]% […] [5-10]% 
Total  […] 100.0%  […] 100.0% […] 100.0%  
Source: Parties’ best estimates  
5.2. The Notifying Parties’ arguments  
(53) The Notifying  Parties submit that the Transaction will not give rise to a significant 
impediment to effective competition on any market.  
(54) First, they argue that their market shares are low. When looking at market shares in 
the overall oceanic cruises market, they have a combined market share of [20- 30]% 
                                                 
67  The Notifying Parties have only been able to provide market shares based on passenger numbers for the 
luxury/expedition  cruise market. Form CO, paragraphs 124 -125. 
 
 
13 at EEA level, and if looking at national market shares, [20- 30]% in Germany and 
[20-30]% in Austria, the only two affected markets , based on the market shares 
calcu lated on the basis of passenger cruise days .68 Should the product market be 
subdivided according to the level of the passenger experience, the combined market 
shares would be higher in luxury/expedition cruises, reaching [40- 50]% in Germany 
and [40- 50]% in Austria (shares at EEA level are [10-20]%). 
(55) However, in all of these scenarios, the Notifying Parties argue that the increment 
produced by the Transaction is rather low ( [0-5]% in Germany and Austria when 
looking at overall oceanic cruises and when looking  at a potential luxury /expedition  
cruise market, [5 -10]%  in Germany and [10- 20]% in Austria). The Notifying Parties 
also argue that the overall passenger numbers in the luxury/expedition segment are 
low, accounting for only around […] passengers in Germany  and around […] 
passengers in Austria.  
(56) Second, the  Notifying Parties  argue that the Transaction does not change the 
competitive interaction between them . To the extent that the Commission considers a 
narrow sub- segment for luxury cruises, TUI  Cruises and HLC  will continue to 
operate, under the terms of the  JV agreement, autonomously and fully separately 
from RCCL’s cruise business. These brands operate English- language cruise ships 
that are not targeted or marketed to customers in Germany  or A ustria. HLC , to the 
contrary, is a luxury cruise brand that is highly targeted to German -speaking 
customers.  
(57) Third, the Notifying  Partie s argue that HLC  competes mostly closely with other 
German -language cruise offerings (regardless of whether they have l uxury 
offerings), than other luxury brands.  
(58) Fourth, the Notifying  Parties argue that the luxury segment is growing significantly, 
and there are a number of other luxury brands that do constrain, and will continue to 
constrain post -Transaction, RCCL’s luxury cruis e brands and HLC . Indeed, there  are 
currently three players Carnival , NCL and Hurtigruten that are active in the luxury 
segment in Germany and Austria and have a market share higher than RCCL. They 
also refer to a number of possible new entrants in this area such as MSC, one of the 
global cruise operators, which is expected  to launch a new luxury brand in 2023 
offering  German -language cruises targeted at German, Austrian and Swiss 
customers.   
5.3. The Commission’s assessment  
(59) HLC is active in the luxury/ expedition market. RCCL also operates 
luxury /expedition cruises. The Commission’s competitive assessment has focussed 
on the extent to which RCCL and HCL compete in the luxury/expedition market , 
and the extent to which such competition would be eliminated following the 
Transaction .  
                                                 
68  The oceanic cruises  market share data is based on PCD because this better represents the revenue 
generated by passengers.  The Notifying Parties have also provided markets shares based on passenger 
numbers. The market shares for oceanic cruises based on passenger numbers are [20- 30]% (Germany) and 
[10-20]% (Austria).  
 
 
14 (60) As the market share data in Tables 3 and 4 above  show , there are several cruise 
operators active in the luxury /expedition cruise market.  The existence of multiple 
players active in the luxury /expedition market is also evident from  RCCL’s internal 
documents. The document distinguishes between the “true luxury” brands and “high 
end” brands. For example, Figure 1 below  shows that in the “true luxury” segment, 
in addition to Silversea and HLC, other luxury cruise brands include Seabourn 
(Carnival), Regent (N CL), Crystal Cruises (Genting), Paul Gaugin (C ompagnie du 
Ponant), SeaDream and Ritz Carlton  Yacht Collection .69 According to Figure 1 
“high end” brands  include Hurtigruten, Cunard (Carnival), Viking  Cruises, Oceania 
Cruises  (NCL)  and RCCL’s brands Azamara and Celebrity Cruises . Both Silv ersea 
and HLC are also active in  the expedition cruise  segment , an area in which 
additional competitors are also active, including Lindblad Expeditions and 
Hurtigrute n.  
Figure 1 – RCCL’s internal document showing cruise operators active in luxury / 
expedition cruises  
[…] 
Source: RCCL’s internal documents, QP2, Annex 12.10,  slide 3 
(61) When looking at the affected markets of  Germany and Austria, it is clear that H LC is 
the leading player in luxury /expedition  cruises, with market shares of  [30-40]% in 
Germany  and [30-40]% in Austria .70 The second largest player in these markets  is 
Carnival , with significantly lower market shares of [10- 20]% (Germany) a nd 
[10-20]% (Austria). These market shares indicate that HLC stands somewhat apart 
from the other players active in the  market . This  is confirmed by the market 
investigation and HLC’s own internal document s. For example, one travel agent 
commented for that , “I would suggest that the Hapag Lloyd fleet is something of a 
stand alone player, as the only German language luxury cruise product .”71 HLC in 
its internal documents […]72 Travel agents also indicated that, for German -speaking 
passengers, it was important for them to be able to speak German on -board cruise 
ships.73  
(62) The Commission investigated the Notifying Parties’ claim that HLC competes most 
closely with other German cruis e brands, rather than other luxury cruise brands  (see 
recital  (57) above) . This does not however appear to be supported by the market 
investigation […]. The market i nvestigation indicated that the next best alternatives 
to HLC from a passenger perspective, or the closest competing brands from a 
competitor perspective, were other luxury/ expedition cruise brands such as 
Hurti gruten , or other international luxury /expedit ion brands such as Regent, 
                                                 
69  Ritz Carlton Yacht collection was due to start operating  cruises during the course of 2020 (Form CO, 
paragraph 142).  
70  Form CO, paragraph 114. The Notifying Parties consider that the markets shares in luxury/expedition 
overstates RCCL’s and HLC’s market position because the data is incomplete since the Notifyi ng Parties 
were not able to obtain market share data for smaller operators e.g. Ritz Carlton Yacht Collection, 
Zegrahm Expeditions, Abercrombie & Kent, Lindblad Expeditions/National Geographic, Alaskan Dream 
Cruises, Quark Expeditions, Aqua Expeditions, and UnCruise Adventures.  
71  Replies to 16 of Q2 questionnaire to travel agents.  
72  HLC’s internal documents, QP2, Annex 12.5, slide 14 […]  
73  Replies to 14 of Q2 to travel agents.  
 
 
15 Seabourn, Compagnie du Ponant, or Silversea (RCCL) .74 Hurtigruten also 
considered that HLC was its closest competitor, and in particular in Germany, its 
most important market.75 The majority of market respondents  also indicated tha t the 
closest competing brands to Silversea were typically  the other international luxury 
cruise brands such as Regent, Seabourn or Crystal  Cruises.  Therefore, while the 
market investigation indicated that Silversea can be considered to be a competitor  to 
HLC , it does not compete closely and a number of market respondents indicated  that 
Silversea was merely one of a number of competing brands.76  
(63) Further, based on the market share data  in Germany and Austria , Carnival and 
Norwegian’s luxury brands would appear to compete more cl osely with HLC than 
Silversea in these markets. The Commission notes that Regent (NCL) and Seabourn 
(Carnival) are important cruise luxury brands in their own right and are owned by 
two of the largest global cruise operators (Carni val is the largest cruise operator and 
NCL is the third largest operator globally).77 The Commission also observes that 
while at least one market participant considered Silversea to be “the most 
European”78 of the international luxury /expedition cruise brand s, Silversea does not 
actively target German -speaking passengers and that in the future , any  targeting of 
German -speaking passengers would continue to be done through HLC and TUI 
Cruises, rather than RCCL’s other cruise brands.79  
(64) RCCL’s and HLC’s internal document s confirm that […] . For example, RCCL 
distinguishes HLC as […]80 and […]. In expedition cruises, RCCL considers […]  to 
be the cl osest competitors to Silversea since they offered the most luxurious 
experiences .81 HLC in its internal documents also not es that […] .82 
(65) The luxury /expedition cruise market is  also the  fastest growing  in the cruise 
industry, with RCCL noting in one internal document that , […]83 In this context, and 
as noted by the Notifying Parties, a number of new entrants are expected to start 
operating new luxury and expedition cruises in the coming years and existing players 
are to expand their fleets.84 For example, MSC, one of the global cruise operators not 
currently active in the luxury /expedition  cruise market, announced that it will  launch 
a new luxury cruise brand in 2023. It will be an international brand, but will offer 
multiple languages, including German, on- board.85  
(66) In addition, Hurtigruten, the expedition cruise operator, whose ships all operate as 
bilingual English and German , has recently launched two new vessels which are 
                                                 
74  Replies to 16 of Q1 to competitors and 12 of Q2 to travel agents.  
75  Competitor’s reply to 16.1 of Q1 to competitors, “ In expedition cruising, Hapag- Lloyd Cruises is 
Hurtigruten's closest competitor, especially in the German market .” 
76  Replies to 16 of Q1 to competitors and 12 of Q2 to travel agents.  
77  Form CO, paragraph 132.  
78  Non-confidential version of minutes of the conference call with a competitor of 2 June 2020.  
79  Form CO, paragraphs 56, 133- 134. 
80  RCCL’s internal documents, QP2, Annex 12.9.  
81  RCCL’s internal documents, QP2, Annex 12.10 slide 36.  
82  HLC’s inter nal documents, QP2, Annex 12.5, slide 14.  
83  RCCL’s internal documents, QP2, Annex 12.11, slide 11.  
84  Form CO, paragraphs 142- 143.  
85  Press release dated 18 October 2018 https://www.msccruises.com/en -gl/About -MSC/News/MSC -Luxury-
Cruise -Ships.aspx  and RFI 1 to MSC of 5 June 2020.  
 
 
16 intended to continue to serve the German cruise market, its most important market. 
From 2021, Hurtigruten will also offer more cruises from  Hamburg targeted  
specifically at German -speaking guests.86  
(67) A major ity of respondents in the market investigation did not raise concerns 
regarding the impact of the Transaction.87 For example, one travel agent highlighted 
the differences between RCCL’s and HLC’s businesses, when com menting on the 
Transaction that,  “We do n ot see any impact here, as products are completely 
different, customer flows do not overlap… ”.88 
(68) In view of the above, and in particular the absence of  close competition between  
RCCL an d HCL  and the existence of a number of alternative and close competitors  
to them , the Commission considers  it unlikely that the merger will create or 
strengthen a dominant position or otherwise significantly impede effective 
competition in the market for the overall provision of oceanic cruises, or in the 
possible distinct mar ket for the provision of luxury/expedition cruises, in Germany 
or Austria. Therefore, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement irres pective of the precise market definition .  
6. CONCLUSION  
(69) For the above reasons, the European Commission 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 Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
                                                 
86  Competitor’s reply to 19.1 of Q1 to competitors.  
87  Replies to 16 of Q2 to travel agents.  
88  Customer’s reply to 15 of Q2 to travel agents.