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 , 23.10.2018  
C(2018 ) 7144 final  
  
 
To the notifying party : 
 
Subject : Case M. 9005 - BOOKING HOLDINGS / HOTELSCOMBINED  
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 13.07.2018 the European Commission received, by means of a reasoned 
submission, a referral request pursuant to Article 4(5) of the EU Merger 
Regulation ("EUMR") with respect to the acquisition ("the proposed 
Transaction") by Booking Holdings Inc. USA., (“Booking Holdings ”) of sole 
control over HotelsCombined Pty Ltd , Australia  (“HotelsCombined ”) (together 
with Bo oking Holdings, the “Parties”).  
(2) The proposed Transaction did not have an EU dimension within the meaning of 
Article 1(2) of the EUMR, because Ho telsCombined's aggregate EU -wide 
turnover does not reach EUR 250 million. In addition, the proposed Transaction 
did not have an EU dimension within the meaning of Article 1(3) of the EUMR, 
since HotelsCombined does not achieve a turnover of more than EUR 2 5 million 
in at least three Member States. The proposed Transaction would have been 
capable of being reviewed under the national merger control laws of three 
Member States, namely Austria, Cyprus and the United Kingdom.  As a 
                                                 
1 OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Func tioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of  'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision.  
2 OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  In the published version of this decision, some 
information has been omitted pursuant to Article 
17(2) of Council Regulation (EC) No 139/2004  
concerning non -disclosure of business secrets and 
other confidential information. The omissions are 
shown thus […]. Where possible the information 
omitted has been replaced by ranges of figures or a 
general description.  PUBLIC VERSION  
2 consequence, a copy of this sub mission was promptly transmitted to the Member 
States on 13.07.2018.  
(3) On the basis of the  Reasoned Submission submitted by the Parties pursuant to 
Article 4(5) of the Merger Regulation,  in its Note to the Member S tates, the 
Commission took the view that the  submission fulfilled  the two conditions set out 
in Article 4(5) of the EUMR in that (i) the proposed Transaction  is a 
concentr ation within the meaning of Article  3 of the EUMR, and (ii) it has to be 
notified in at least three Member States. The Commission  considered that if the 
referral request was  granted, the costs and burdens linked with making filings in 
three Member States would be avoided  and the Parties would benefit from the 
one-stop-shop principle. In addition, the Commission took the view that th e 
proposed Transaction fulfilled  a number of further criteria set out in the 
Commission’s Notice on Case Referral.3  
(4) First, the proposed Transaction would have  affect ed trade in a large number of 
EEA countries, as both parties are active in each of the 31 Member States of the 
EEA. Secondly, since the Commission had  already dealt with these sectors a nd 
markets, for example in Case  M.8416 – Priceline/Momondo , it is best -placed to 
carry out the investigation.  
(5) The above -mentioned Member States competent to review  the concentration 
under their national competition law did not express their disagreement to the 
referral request within the 15 working day deadline.  
(6) As a conseque nce, the proposed Transaction was deemed to have an EU 
dimension and o n 18.09.2018, the European Commission received the notification 
of the proposed Transaction pursuant to Article 3(1)(b) of the EUMR.4 
1. THE PARTIES  
(7) Booking Holdings provides metas earch ser vices for travel ("MSS "), allowing 
consumers to search for and compare prices in particular for flights but also for 
hotel rooms (including other types of holiday accommodation), rental cars and 
package holidays, across online travel agents ("OTAs") and ot her travel service 
providers ("TSPs") under the brands KAYAK, Swoodoo, Checkfelix, 
Cheapflights and Momondo. Booking Holdings also operates OTA brands 
offering hotel and rental car reservations, such as Booking.com and 
Rentalcars.com.  
(8) HotelsCombined provid es MSS  which allow consumers to search for and 
compare prices for hotel rooms and other types of holiday accommodation across 
OTAs and other TSPs . Its MSS  do not allow consumers to search for other travel 
products.  
                                                 
3 Commission Notice on Case Referral in respect of concentrations , OJ C 56, 05.03.2005, p.2,  
paragraphs  25 to 32.   
4 OJ L 24, 29.1.2004, p. 1 (the "EUMR") . 
3 (9) The Parties provide commercial affiliate  programmes, which are services 
provided to third party websites (e.g. other MSS providers  or OTAs) that wish to 
offer comparison services to their visitors or to combine different travel services.  
(10) Neither of the Parties is active at TSP level.5 
2. THE OPERATION  AND THE CONCENTRATION  
(11) The proposed Transaction concerns the acquisition of sole control over 
HotelsCombined by Booking Holdings. Pursuant to a share and purchase 
agreement, which was concluded on 9.07.2018, Booking Holdings will acquire 
100% of th e issued share capital in HotelsCombined through a private acquisition.  
3. EU DIMENSION  
(12) For the reasons outlined above, the proposed Transaction has an EU dimension 
within the meaning of Article 4(5) EUMR and was therefore notified to the 
Commission in accordance with Article s 4(1) and 4(2) of the EUMR.  
4. MARKET DEFINITION  
4.1. The Parties' activities  
4.1.1.  HotelsCombined  
4.1.1.1.  MSS  
(13) HotelsCombined , which does not offer any disp lay advertising on its websites,  
operates a hotel MSS which allows consumers to search for and com pare the 
prices of hotel rooms and other type s of accommodation, such as hostels and 
holiday rentals6, for particular dates , across OTAs (such as Booking.com and 
Expedia ) and TSPs. Its MSS does not enable consumers to search for other travel 
services (such  as flights, car rentals or package holiday deals).  
(14) HotelsCombined provides services through desktop websites, mobile optimised 
websites7 and apps. In the EEA, H otelsCombined is active in 26 Member States.8 
                                                 
5 Parties' reply to QP 1 dated 5 September 2018.  
6 Section A.1 of the Form C O: […], any reference to "hotels" includes hostels and other types of 
accommodation such as holiday rentals, unless stated otherwise.  
7 These are a visually simplified version of the desktop website to provide a user experience th at is 
better tailored to m obile devices with a smaller screen than a desktop device . 
8 HotelsCombined has a country -specific domain in each of the following EEA cou ntries: Austria, 
Belgium, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ire land, 
Italy,  Latvia, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, 
Sweden, and the UK. It also offers services in Croatian / Croatian Kuna, and Icelandic / Icelandic 
Krona.  
4 (15) Almost all of HotelsCombined's revenues are gener ated by fees paid by OTAs or 
hotels for website referrals. These fees are either charged on a 
(i) commission/cost per acquisition basis  ("CPA")9 or (ii) pay -per-click /cost -per-
click  ("PPC" /"CPC" ) basis10. 
(16) HotelsCombined is also active as a supplier of hotel  MSS commercial affiliate 
programme s. Customers (typically other MSS providers, OTAs or travel blog 
websites) which enter into commercial affiliate agreements with HotelsCombined 
can offer visitors to their sites HotelsCombined's MSS product to enable  them  
search for and compare the prices of hotel rooms.  EUR […] million11 or [the 
majority ] of HotelsCombined’s EEA revenues are generated via this channel.  
(17) The Parties submit that it does not cost anything to become a HotelsCombined 
affiliate. As remuneration, the affiliate is paid a share of the revenue earned by 
HotelsCombined from OTAs and hotels for bookings generated via the affiliate's 
site. […]. This is a revenue -sharing partnership , as the affiliate has the benefit  of 
monetising its website by relying on  HotelsCombined's offering, whilst 
HotelsCombined benefits from broader exposure to the affiliate site's consumer 
visits.  
4.1.2.  Booking Holdings  
(18) Booking Holdings is active globally and has a material presence in the EEA with 
the following brands: (i) KAYAK, Momo ndo, Cheapflights, Swoodoo and 
Checkfelix, which are travel MSS brands operated as a single business division 
("the KAYAK Group ") and (ii) Booking.com , agoda.com  and Rentalcars.com, 
which are OTA brands offering hotel and rental car reservations, respectively.  
4.1.2.1.  MSS  
(19) With the exception of the Momondo  brand ,12 the KAYAK Group offers 
consumers the opportunity to complete their booking using booking functionality 
embedded within the website of the relevant MSS  brand , powered by the OTA or 
TSP with which t he booking is actually made. Given that the booking is actually 
made with the OTA or TSP, the consumer’s contract is with the OTA or TSP, and 
the OTA or TSP provides the  booking confirmation and is responsible for 
subsequent customer service.  
(20) Most of the K AYAK Group's revenues are generated from referrals to TSP s and 
OTAs. These are charged for on either a CPC/PPC or on a CPA basis ( […]). 
Under the CPA model, the OTA or TSP  pays a flat amount or a percentage of the 
                                                 
9 This is where a customer (i.e. an OTA or a hotel) pays a proportion of the revenue it generates in a 
given month from consumers who complete a b ooking with the OTA/TSP, having clicked through to 
that OTA/TSP service from HotelsCombined’s MSS search.  
10 This is where a customer pays a fla t amount every time a HotelsCombined visitor clicks on a link to its 
website, regardless of whether a booking is made.  
11  These revenues are net of payments to commercial affiliates.  
12 […].  
5 revenue generated every time a visitor cli cks on a link to its website and makes a 
booking.  
(21) The KAYAK Group offers a MSS commercial affiliate programme covering 
flights, hotels, car rentals and package holidays. However, flights are the core of 
KAYAK’s  commercial affiliate programme in the EEA  – […]. In addition, the 
KAYAK Group, through the Momondo brand , offers a MSS commercial  affiliate 
programme for flights. The Swoodoo, Checkfelix and  Cheapflights brands do not 
offer commercial affiliate programmes.  The KAYAK group turns EUR […] 
million, equi valent to […] % of its total MSS revenues  in the EEA , with these 
programmes.  
(22) The KAYAK Group’s affiliate programme operates a s imilar revenue -sharing 
model to HotelsCombined. Affiliate customers are paid a proportion of the 
advertising revenues derived by the relevant KAYAK Group brand from the  
OTAs/TSPs to whom users click through from the affiliate site.  KAYAK also 
powers the flights offering on the websit es of Booking.com and agoda.com 
(Booking Holdings ' OTAs) on a white label commercial affiliate basis.  Revenues 
from  clicks through to OTAs/TSPs from such users are paid to the KAYAK  
Group  (which pays a portion  of such revenues to Booking.com  or agoda.com as 
appropriate), and the relevant  OTA/TSP does not have any resulting relationship 
with Booking.com/ag oda.com . 
4.1.2.2.  OTA s 
(23) With regard to Booking.com, Booking.com is an OTA that primarily allows 
consume rs to search for and book hotel rooms (and other types of 
accommodation). Booking.com is available in all major European  languages and 
makes its services available  to consumers in all EEA member states.  
Booking.com derives its revenues primarily fro m commissions paid by hotels on 
bookings made by consumers on the site.  Booking.com also offers OTA 
commercial affiliate services  for hotels.  
(24) Booking.com’s commercial af filiate programme of fers a number of 
implementation methods including white label, API and links.  It does not cost 
anything to become a Booking.com affiliate. Booking.com pays affiliate  partners 
a proportion of the commission revenue generated from stayed  bookings , i.e. from 
bookings that are non -cancelled/fulfilled, made  through the affiliate’s site. The 
proportion of the commission paid by Booking.com to  affiliate partners ranges 
from […]. This is a revenue -sharing partnership – the affiliate has  the bene fit of 
monetising its website by relying on Booking.com’s offering, while  Booking.com 
benefits from broader exposure through the affiliate site’s consumer visits.  
(25) Booking  Holding s' brand agoda.com  is an OTA that primarily allows consumers 
to search for and  book hotel  rooms (and other types of accommodation). 
Agoda.com offers commercial affiliate services for hotels.  Similarly to 
Booking.com’s  commercial affiliate programme, agoda.com offers a number of 
implementation methods  and operates a similar revenue -sharing model.  
6 (26) With regard to Booking Holdings'  brand rentalcars.com,13 it is an OTA that 
allows consumers to search for and book rental cars.  The majority of 
Rentalcars.com’s revenues are derived from margins made on car rental 
reservations and ancillary pr oducts such as insurance and the hire of child seats . 
Similarly to Booking.com’s commercial affiliate pro gramme, Rentalcars.com 
offers a number of implementation methods and operates a similar revenue -
sharing model.  
(27) Booking Holdings also operates two further OTAs : priceline.com and 
Rocketmiles, neither of which has a material presence in Europe.  
4.2. Relevant product markets  
4.2.1.  Online travel intermediation  services  
(28) In a prior decision, the Commission considered whether online travel markets 
form part of a bro ader market comprising the services provided by all suppliers in 
the travel industry's value chain, i.e. suppliers of different kinds of travel services, 
tour operators, brick -and-mortar, and OTAs and other intermediaries.14 Although 
the Commission found ev idence pointing towards the existence of a separate 
market for the online intermediation of travel services, the Commission left open 
whether there is a distinct market for the online intermediation of travel 
services.15  
(29) As neither of the Parties is active  in brick and mortar , it can be left open also in 
the present case whether the online intermediation of travel services constitutes a 
separate product market . The Commission will therefore look at the online travel 
sector only,  as the proposed Transaction would not lead to serious doubts as to its 
compatibility with the internal market under the narrower of the two market 
delineations.  
(30) The online travel sector is characterised by a multitude of players at various levels 
of the value chain, such as (i) TSPs,  (ii) OTAs and (iii) MSS  providers .16 Among 
the main ones are:  
 TSPs, such as airlines, hotel operators, car rental companies or other transport 
service suppliers;  
 OTAs, namely online retailers which sell one or more types of travel service, 
supplied by a ra nge of TSPs, such as flights, hotel and other travel 
accommodation and car rental. OTAs provide , on the one hand, search, compare 
and booking services to consumers and, on the other hand, marketing services and 
booking functionality to TSPs.  
                                                 
13 Rentalcars.com primarily offers its services in the EEA through TravelJigsaw Limited, a company 
incorporated in England and Wales.  
14 M. 8416 – Priceline/Momondo , paragraph 16.  
15 M. 8416 – Priceline/Momondo , paragraph 19.   
16 M. 8416 – Priceline/Momondo , paragraph 17.   
7  MSS, namely we bsites which aggregate information relating to one or more types 
of travel 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.17 
(31) As neither of the Parties is active at TSP level, the Commission will assess the 
impact of the proposed Transaction on MSS  and on MSS  and OTAs  combined . 
4.2.2.  Distinction between general and specialised search engines  
(32) In its prior decision practice, the Commission has concluded that internet general 
search should be distinguished from specialised search, with focuses on specific 
segments of online content, such  as, for example, travel search engines.18 In line 
with the Commission's precedents, the Parties have therefore excluded general 
search engines from the scope of the relevant market.19 
(33) As a consequence, the impact of the proposed Transaction will be assessed  on 
markets for specialised search engines.  
4.2.3.  Distinction betwe en MSS  and OTAs   
4.2.3.1.  Commission and NCAs' practice  
(34) In a prior decision, the Co mmission considered whether MSS  and OTA  service s 
are two distinct markets.20 MSS  were considered in a previous decision in which 
the Commission pointed out that MSS  providers aggregate and compare fares, but 
do not offer booking capabilities, instead channelling consumers to TSPs or travel 
agents offering the best fares. However, the Commission did not  define the 
market on which MSS  providers operate.21 
(35) 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 impac t of the 
merger on  the supply of online travel search services to UK consumers and the 
supply of online lead generation services to TSPs, without ultimately defining 
MSS markets.  
(36) In its assessment, the UK national competition au thority considered that MSS 
providers  and OTAs are both in a vertical relationship and compete with each 
                                                 
17 MSS generally re -direct users to a TSP o r OTA website in order to complete their booking, however 
some MSS have recently begun to offer a direct booking function, allowing the user to complete the 
transaction without leaving the MSS website.  
18 M. 8416 – Priceline/Momondo , paragraph 21.  
19 Form CO , paragraph 6.66.  
20 M. 8416 – Priceline/Momondo , paragraphs 24 -39.   
21 M. 8416 – Priceline/Momondo , paragraph 24. See also M.4523 – Travelport/Worldspan , paragraphs 
31-33. 
8 other, as they both  seek to obtain traffic by providing online travel search services 
to consumers and  online lead generation services to TSPs. However, in that 
decision, the OFT did not  conclude on the precise market definition and analysed 
competition between OTAs  and MSS only “on a cautious basis”, finding that, 
even in a potential market  including both OTAs and MSS, an OTA and a MSS 
provider “are not in fact close  competitors”.22 
(37) Conversely, in their antitrust decisions assessing most -favoured nation clauses in 
contracts for the online distribution of hotel accommodation, the German, French,  
Italian, Swedish and Swiss competition authorities and the Düsseldorf appeal 
court  in Ger many treated OTAs specialising in the distribution of hotel 
accommodation  as belonging to a distinct market, implicitly or explicitly 
excluding MSS .23 
(38) However, in Case M. 8416 – Priceline/Momondo , the Commission ultimately left 
open whether the re are distin ct markets for MSS  and OTAs.24 
4.2.3.2.  Parties' views  
(39) The P arties submit that OTAs and MSS  should not be included in the same 
market.25 On the consumer side of the market , MSS  and OTAs offer 
fundamentally different services , as OTAs enable consumers to b ook travel 
services, whilst MSS  are a price comparison tool which enables consumers to 
search for the booking platform that gives them the best deal.  The Parties refer to 
those respondents to the market investigation carried out by the Commission in 
Case M. 8416 – Priceline/Momondo  that considered that MSS  and OTAs should 
be considered as two separate markets, in particular to the argument according to 
which MSS  would 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.26 
(40) In addition, the P arties submit that support and after -sale service offered to 
consumers by OTAs are far more comprehensive than those offered by MSS  
providers . The Parties refer to those respondents to the market investigation 
carried out by the Commission in Case M. 8416 – Priceline/Momondo who 
considered that MSS  and OTAs should be considered as two separate markets, in 
                                                 
22 M. 8416 – Priceline/Momondo , paragraph 26. OFT decision of 14 May 2013 (ME/5882 -12) on the 
anticipated acquisition by Priceline.com of Kayak Software Corporation, paragraph 14 and following.  
23 M. 8416 – Priceline/Momondo , paragraph 2 7. German national competition authority's decisions of 20 
Decembe r 2013 and 23 December 2015 addressed to HRS and Booking.com respectively; French, 
Italian a nd Swedish national competition authorities' decisions of 15 -21 April 2015 addressed to 
Booking.com; Swiss national competition authority's decision of 19 October 2 015 addressed to 
Booking.com,  Expedia, Inc and HRS; judgment of Düsseldorf Higher Regional Court of 9 January 
2015, HRS vs Bundeskartellamt.  
24 M. 8416 – Priceline/Momondo , paragraph 40.  
25 Form CO, paragraphs 6.74 and following.  
26 M. 8416 – Priceline/Momond o, paragraph 36. Form CO, paragraph 6.76.  
9 particular to the argument according to which  OTAs have a more direct 
relationship with consumers, providing additional services , such as call centres 
and after-sale support and that those MSS providers  which responded to the 
market investigation in Case M. 8416 – Priceline/Momondo  stated that , for an 
MSS to start offering servi ces similar t o an OTA , significant time and investment 
would be required.27 
(41) With regard to the advertiser side of the market, the Parties  submit that MSS  and 
OTAs offer fundamentally different services to advertisers  for the following 
reasons28: (i) the primary function of MSS  is an advertising channel for OTAs, 
whilst all of an OTA's revenues are derived from TSPs, (ii) MSS  do not have a 
direct relationship with many TSPs, such as hotels, whilst OTAs have contractual 
relationships with all TSPs whose travel services are offere d on their site, (iii) 
MSS  and OTAs often adopt fundamentally different payment m odels , (iv) in the 
hotel booking sector, OTAs offer booking functionality, whilst MSS  redirect 
consumers to an OTA or a TSP to complete the booking, (v) for small and 
medium s ized hotels a MSS is not an alternative to an OTA, (vi) MSS that have 
sought to introduce booking functions have faced major obstacles, (vii) TSPs rely 
on OTAs t o provide support and after -sale services.  
(42) In addition, the Parties submit that the type of pl atform (e.g. desktop, apps)  or 
whether the service is addressed to leisure/business travellers or used for 
foreig n/domestic destinations, or for short -haul/long -haul travel  do not constitute 
an essential characteristic of the market .29 With regard to the ty pe of platform, the 
Parties clarify that (i) most major MSS providers are active across all platforms 
and as mobile websites improve, the distinction between apps and websites is 
increasingly disappearing, (ii) consumer experience is largely the same acros s 
platforms , (iii) consumers are increasingly beginning their travel research on one 
platform and continuing it on another one. With regard to whether the service is 
addressed to leisure/business travellers or used for foreig n/domestic destinations, 
or for  short -haul/long -haul, the Parties submit that all major MSS compare travel 
options on their sites with no distinction being made generally between leisure 
and business travellers. All major MSS compare prices for travel to foreign and 
domestic destination s and travel to short -haul and long -haul destinations.  
4.2.3.3.  Commission's assessment  
(43) The Commission considers that even though MSS  providers  and OTAs are both 
active in the intermediation of travel services online and both aim to attract 
consumers interested in  organising their travel, they seem to offer different 
services and generally operate on the basis of different business models.  
(44) The Commission agrees with the Parties that the type of platform do es not seem 
to represent an important characteristic of the market, given that (i) with regard to 
the type of platform, most major MSS providers are active across all platforms 
and as mobile websites improve, the distinction between apps and websites is 
                                                 
27 M. 8416 – Priceline/Momondo , paragraph 37. Form CO, paragraph 6.80.  
28 Form C O, paragraph 6.81.  
29 Form CO, paragraphs 6.86 to 6.91.  
10 increasingly disa ppearing and consumers are increasingly beginning their travel 
research on one platform and continuing it on another one. With regard to (ii) 
whether the services are addressed to leisure/business travellers or used for 
foreign or domestic destinations, or for short -haul/long -haul, the Commission 
agrees with the Parties that these aspects do not  seem to constitut e an important 
characteristic of the market.  
(45) However, as the proposed Transaction would not raise serious doubts, either on 
the basis of distinct markets for MSS  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 decis ion. 
4.2.3.4.  Conclusion  
(46) Therefore, for the purposes of this Decision, the Commission concludes that it 
may be left open whether there are distinct 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 comprising both MSS and OTAs.  
4.2.4.  Distinction by type of travel service   
4.2.4.1.  Commission and NCAs' practice  
(47) In its prior decision practice, the Commis sion considered that the online 
distribution of travel services could be further segm ented by type of travel  
products, between flights, hotels, package holidays, etc. , though ultimately the 
exact  definition of the product market was left open .30 
(48) National competition authorities have also distinguis hed between hotels, flights 
and car rentals , considering that these are not interchangeable from 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 th e supply side, as consumers may prefer to 
organise their  entire journey or holiday in a "one -stop" shop.31 
4.2.4.2.  Parties' view  
(49) The Parties, which do not overlap in OTAs  but do overlap in a broad market for 
all travel MSS and, to the extent that the MSS market is segmented by type of 
travel, in a narrower market for hotels MSS only, submit that it is not necessary to 
sub-segment the MSS market by type of travel.32 
                                                 
30 M. 8416 – Priceline/Momondo , paragraphs41 -51. Cases M.8046 – TUI/Transat France , paragraph 
101; M.6163 - AXA/ PERMIRA/ OPODO/ GO VOYAGES/EDREAMS , paragraph 18 and following.  
31 Illustratively, OFT decision of 14 May 2013 (ME/5882 -12) on  the anticipated acquisition by 
Priceline.Com of Kayak Software Corporation, para.31; German n ationa l competition authority's 
decisions of 20 December 2013 and 23 December 2015 a ddressed to HRS and Booking.com 
respectively.  
32 Form CO, paragraph 6. 72. 
11 (50) The Parties refe r to certain responses received during the market investigation 
conducted by the Commission in Case M. 8416 – Priceline/Momondo  according 
to which  the markets for online travel intermediation should not be further 
segmented by type of travel services , as M SS and OTAs specialising in only one 
type of travel service would be 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 f or different types of 
travel services is comparable , and that even if not identical , different type s of 
travel services are complementary and thus likely to be sourced together by 
consumers.33  
(51) In addition, the Parties submit that over the past years there has been significant 
and increasing convergence in the sector and that there are few significant MSS  
that continue to offer comparisons for a single type of travel service only.34 
4.2.4.3.  Commission's assessment  
(52) The Commission considers that segmenting MSS  and OTA s markets by different 
types of travel service should be considered. However, as the proposed 
Transaction would not raise serious doubts, irrespective of whether broader 
markets comprising all travel MSS  or the narrower segment of MSS  for hotels  are 
taken into account , the exact delineation of the relevant product market may be 
left open.  
4.2.4.4.  Conclusion  
(53) As a consequence, for the purpose of the decision, the Commission concludes that 
it may be left open whether MSS  and OTAs should be further segmented based 
on the type of travel service they intermediate. The Commission will therefore 
assess the impact of the proposed Transaction on markets for hotels MSS  and a 
broader market for all travel MSS . 
4.2.5.  Commercial affiliate programmes  
(54) The MSS and OTAs markets could be segmented into (i) MSS and/or OTAs 
excluding commercial affiliate programmes, i.e. business -to-consumer ( B2C), and 
(ii) commercial affiliate programmes, i.e. business -to-business ( B2B). 
4.2.5.1.  Commission 's practice  
(55) Commercial af filiate programmes are services provided by MSS and/or OTAs to 
third party websites that wish to generate revenue by driving traffic to the 
affiliated MSS or OTA and therefore offer comparison services to their visitors 
and/or to combine different travel s ervices.   
(56) In a prior decision, the Commission assessed commercial affiliate programmes in 
the travel sector.35 The Commission left open whether commercial affiliate 
                                                 
33 Form CO, paragraph 6.69.  
34 Form CO, paragraphs 6.71 -6.72.  
35 M. 8416 – Priceline/Momondo , paragraphs 52-58. 
12 programmes constitute a distinct market or are part of broader markets for the 
operation of MSS and OTAs. Similarly, the Commission left open whether 
potential markets for commercial affiliate programmes should be further 
segmented, based on whether these are offered by MSS  or OTAs, or by type of 
travel services.36   
4.2.5.2.  The Parties' view  
(57) On the one hand, t he Parties submit that MSS  and OTAs should not be further 
segmented between (i) MSS  and OTAs excluding commercial affiliate 
programmes  (B2C)  and (ii) commercial affiliate programmes  (B2B) , as 
commercial affiliate programmes are simply an add-on used  to generate 
incremental revenue and increase traffic to MSS  and OTAs.37 In this context, the 
Parties raise similar arguments for OTAs38 and refer to the market investigation 
carried out in M.8416 – Priceline/ Momondo , in which the majority of respondents 
considered that the provision of commercial affiliate programmes by MSS  
providers  is part of the overall market for the operation of MSS , notably as they 
viewed these programmes as an additional means for MSS  to increase traffic to 
their websites.39 
(58) On the oth er hand, the Parties submit that any market for commercial affiliate 
programmes must be segmented between OTA and MSS commercial affiliate 
programmes , respectively.40 The Parties refer to the market investigation carried 
out in M.8416 – Priceline/Momondo , in which respondents were split as to 
whether commercial affiliate programmes offered by MSS  are interchangeable 
with commercial affiliate programmes offered by OTAs.41 Indeed, some 
respondents pointed out the differences in the type of services offer ed by MSS 
providers 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  providers and 
OTAs.42 The Parties refer also to the OFT's decision regarding Booking Holdings' 
acquisition of the KAYAK Group in 2013, in which the OFT, while recognising 
that there was a technical overlap between KAYAK's (MSS) and Booking 
Holdings' (OTA) affiliate programmes,  it did not consider that they overlapped to 
                                                 
36 M. 8416 – Priceline/Momondo , paragraph 57.  
37 Form CO, paragraph 6.102.  
38 Form CO, paragraph 6.108.  
39 M. 8416 – Priceline/Momondo , paragraph  54. 
40 Form CO, paragraphs 6.111 and following.  
41 Form CO, paragraph 6.112.  
42 M. 8416 – Priceline/Momondo , paragraph  55. 
13 a material degree  and did not consider the overlap in the competitive 
assessment.43  
(59) In conclusion, the Parties submit that OTAs and MSS  do not act as a material 
competitive constraint on each other in the supply  of commercial affiliate 
programmes because they have fundamentally different business models and 
therefore offer fundamentally different products to consumers, advertisers and 
affiliate partners.44 
(60) With regard to a possible segmentation by type of travel, the Parties submit that it 
would not be appropriate to sub -segment any hypothetical market for commercial 
affiliate programmes by hotels, etc.45 The Parties refer to the market invest igation 
carried out in M.8416 - Priceline/Momondo , in which resp ondents we re split a s to 
whether commercial affiliate programmes should be further segmented on the 
basis of the type of travel.46 In this context, the Parties submit that many of the 
major MSS  providers and OTAs that offer commercial affiliate programmes do so 
acros s multiple types of travel.47 In addition, many commercial affiliate 
customers use the same MSS or OTA across all types of travel.48 
(61) In addition, the Parties submit that the services provided by Google through its 
AdSense product have some significant simila rities to commercial affiliate 
services and could form part of the market for commercial affiliate services. 
However, the Parties state that they adopted a conservative approach and 
excluded Google AdSense from the relevant commercial affiliate programmes 
market and instead analysed Google AdSense as an out -of-market constraint.49 
(62) In addition, the Parties submit that, should the Commission identify a market for 
commercial affiliate programmes segmented by type of travel (i.e. hotels), the 
commercial affiliat e programmes of Airbnb should be included in the product 
market, given that (i) most major OTAs that offer commercial affiliate 
programmes list a range of accommodation on their site and offer these listings as 
part of their respective commercial affiliate  programmes, (ii) a number of MSS 
also include holiday rentals in their offering, (iii)  Airbnb's affiliate programme is 
substitutable with the commercial affiliate programmes of OTAs of fering hotel 
room reservations.50 
                                                 
43 Form CO, paragraph 6.113. See also KAYAK, Decision ME/5882 -12, Office of Fair Trading, 14 May 
2013 at paragraphs 48 to 50.  
44 Form CO, paragraph 6.114.  
45 Form CO, paragraph 6.125 and following.  
46 M. 8416 – Priceline/Momondo , paragraph  56. 
47 Form CO, paragraphs 6.126 – 6.127.  
48 Form CO, paragraph 6.129.  
49 Form CO, paragraphs 6.137 and following.  
50 Form CO, paragraph 6.143 and following.  
14 (63) Finally, the Parties submit that neith er the implementation method nor the service 
type constitute important characteristics of the market.51 Commercial affiliate 
programmes encompass a range of implementation methods which enable an 
affiliate customer to partner with an MSS provider  or OTA. Each of these 
methods involves a revenue -sharing model. The implementation methods consist 
of (i) white label52, (ii) API data feed53, (iii) links54.  
(64) The Parties submit that, from the perspective of the commercial affiliate 
customer, each implementa tion method forms part of a continuum of alternative 
solutions which allow them to achieve the following goals: (i) partner with a 
MSS/OTA to achieve a share of re venue derived by that MSS/OTA from visitors 
originating on their site  and (ii) offer relevant  travel search and/or booking 
function ality to their visitors (either on their site itself or via an easily accessible 
widget or link on their site) . The Parties submit that (i) each solution involves 
revenue sharing and ac cess to a travel search product and forms part of a 
continuum of solutions offered to customers to achieve the  same aim , (ii) m ost 
MSS offer a range of different types of commercial affiliate solutions , (iii) e ach of 
the Parties typically offers affiliate services based on the same standa rd contract 
whatever implementation solution is chosen by the customer (iv) a ffiliate 
customers do switch between different implementation models and/or  use various 
implementation models concurrently . 
4.2.5.3.  The Commission's assessment  
(65) The Commiss ion considers t hat the AdSense product can hardly  be considered as 
part of the same market . It is also rather doubtful whether it could be seen  as an 
out-of-market constraint to the market for commercial affiliate programmes  
because, unlike commercial affiliate programmes, the AdSense product matches 
text and display advertisem ents to a website, based on th e website's content, 
visitors and their searches.  Therefore , for the purpose of this case, the 
Commission  does not conside r AdSense as part of the same market or as an out -
of-market constraint . 
(66) The Commission considers that the commercial affiliate programmes of Airbnb 
exert some constraint due to the fact  that (i) most major OTAs that offer 
                                                 
51 Form CO, paragraphs 6.131 -6.136.  
52 The affiliate customer is given access to a reproduction of the MSS/OTA  site which can be customised 
with the brand of the affiliate customer (e.g. HotelsCombined’s arrangement with the […], or Kayak’s 
agreement with […]). 
53 A “back -end” live information fee d including, for example, hotel room availability and prices. This 
can be used to  provide a full MSS solution or by an existing MSS to “plug” gaps in its ex isting 
inventory coverage. This solution allows a much higher level of customisa tion of the consumer 
interface, the look and feel of the website and the presentat ion/com parison of listings – it is also as a 
result the most complex to implement and therefore only suitable for affiliates with sophisticated IT 
resources.  
54 This implementation method involves prov iding a link (/referral) to the MSS/OTA site. Clicking on 
the link takes the consumer directly to th e MSS/OTA site front page. The affiliate gets a revenue sh are 
if the user then goes on to click -out (to a TSP/OTA in the case of a MSS) or book (on the OTA in the 
case of an OTA) within a specified time period . 
15 commercial affiliate programmes li st a range of accommodation on their site and 
offer these listings as part of their respective commercial affiliate programmes, 
(ii) a number of MSS also include holiday rentals in their offering, (iii) Airbnb's 
programme  is substitutable with the commerci al affiliate programmes of OTAs 
offering hotel room reservations . In any event the question whether the 
commercial affiliate programmes of Airbnb  are part of the commercial affiliate 
programmes product market can be left open for the purpose of this Decisi on 
since the proposed Transaction would not lead to serious doubts as to its 
compatibility with the internal market  whether or not the programmes of Airbnb 
are included . Therefore, for the purpose of this Decision , the commercial affiliate 
programmes of Ai rbnb are included in the relevant market.  
(67) The Commission agrees with the Parties that neither the implementation method 
nor the service type seem to constitute important characteristics of the market , for 
the following reasons: (i) each solution involves revenue sharing and access to a 
travel search product and forms part of a continuum of solutions offered to 
customers to achieve the same aim, (ii) most MSS offer a range of different types 
of commercial affiliate solutions, (iii ) each of the Parties typically offers affiliate 
services based on the same standard contract whatever implementation solution is 
chosen by the customer and (iv) affiliate  customers do switch between different 
implementation models and/or use various imple mentation models concurrently . 
(68) 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, the Commission considers that  it may be 
left open whether potential markets for commercial affiliate programmes should 
be further segmented, based on whether these are offered by MSS  or OTAs, or by 
type of travel services . 
4.2.5.4.  Conclusion  
(69) The Commission concludes that, for the purpose of this Decision, whether there 
are distinct markets for the provision of commercial affiliate programmes by MSS  
providers and OTAs and the exact delineation thereof can be left open, as the 
proposed Transaction does not raise serious doubts under any such pl ausible 
product market definition.  
4.3. Relevant geographic  markets  
4.3.1.  MSS and OTAs  
4.3.1.1.  Commission and NCAs' decision practice  
(70) In its prior decisions, the Commission considered that, notably due to language 
barriers, markets for the distribution of various types of travel services are likely 
to be national.55 
(71) National competition authorities in the EEA have also assessed markets for MSS 
and OTAs on a national basis.56 
                                                 
55 M. 841 6 – Priceline/Momondo , paragraph  59. See also M.8046 – TUI/Transat , paragraph 104 and 
following. M.6163 – AXA/Permira/OPODO/Go Voyages/Edreams , paragraph 29 and following.  
16 (72) However, in M.8416 – Priceline/Momondo , the Commission concluded that the 
exact geographic scope of MS S and OTA markets may be left open and, as a 
consequence, assessed the impact of the Transaction at global, EEA -wide and 
national level.57 
4.3.1.2.  Parties' view  
(73) The Parties submit that most major MSS and OTAs are active on a pan -European 
or global basis. Other national or regional players have also sought to expand into 
new markets, such as EasyVoyage, which intends to expand into Northern Europe 
from its well -established position in Southern Europe.58 
4.3.1.3.  Commission's assessment  
(74) As the proposed Transaction would no t raise serious doubts, irrespective of 
whether global, EEA -wide or national markets are taken into account, the exact 
delineation of the geographic markets may be left open.  
4.3.1.4.  Conclusion  
(75) For the purpose of this Decision, the Commission concludes that the e xact 
geographic scope of MSS and OTA markets may be left open. The Commission 
will assess the impact of the proposed Transaction at global, EEA -wide and 
national level.  
4.3.2.  Commercial affiliate programmes  
4.3.2.1.  Commission's  decision practice  
(76) In a prior decision, th e Commission considered that the geographic scope of any 
potential market for commercial affiliate programmes would be likely to be 
global.  However, as the Transaction did not give rise to serious doubts under any 
plausible geographic market definition, th e exact geographic delineation was left 
open.59 
4.3.2.2.  Parties' view  
(77) The Parties submit that the geographic scope of any possible market for the 
supply of commercial affiliate programmes would be at least EEA -wide, for the 
following reasons: (i) competition betwee n suppliers of commercial affiliate 
programmes takes place on at least an EEA -wide basis, (ii) many of the Parties' 
competitors in both MSS and OTAs are active on a pan -EEA – if not global – 
                                                                                                                                                 
56 M. 8416 – Priceline/Momondo , paragraph 60. German national competition authority's  decisions o f 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.  
57 M. 8416 – Priceline/Momondo , paragrap h 69.  
58 Form CO, paragraphs 6.154 -6.155.  
59 M. 8416 – Priceline/Momondo , paragraph  72. 
17 basis and (iii) many affiliate customers have agreements covering  multiple 
country domains, covering Europe as whole or even globally.60 
4.3.2.3.  Commission's assessment  
(78) The Commission considers  that the geographic scope of any potential market for 
commercial affiliate programmes would be likely to be global. However, as the 
Transaction would  not give rise to serious doubts under any plausible geographic 
market definition, the exact geographic de lineation may be  left open .  
4.3.2.4.  Conclusion  
(79) For the purpose of this Decision, the Commission concludes that the exact 
geographic scope of the markets for commercial affiliate programmes may be left 
open. T he Commission will assess the impact of the proposed T ransaction at 
global, EEA -wide and national level.  
5. COMPETITIVE ASSESSMENT  
5.1. Overview of affected markets  
(80) The proposed Transaction gives rise to the following  horizontally affected 
potential markets, namely those  for (i) MSS including commercial affiliate 
programmes  (B2C+B2B) in Denmark and Sweden , (ii) MSS  excluding 
commercial affiliate programmes (B2C) in Denmark and Sweden for hotels, in 
Austria, Denmark and Sweden for all travel services ; (iii) MSS  commercial 
affiliate services (B2B) at global , EEA leve l and in each EEA Member State , (iv) 
MSS and OTAs combined, excluding commercial affiliate services (B2C), at 
global, EEA level and in each EEA Member State , (v) MSS and OTA combined – 
commercial affiliate programmes (B2B) at worldwide, EEA  and in each EEA  
Member State , (vi) MSS and OTA combined including commercial affiliate 
programmes  (B2C+B2B)  at worldwide, EEA and in each EEA Member State ; 
(81) The proposed Transaction also gives rise to three groups of vertically affected 
potential markets, namely (i) MSS excluding commercial affiliate services – 
OTA s excluding commercial affiliate services; (ii) MSS commercial affiliate 
programmes – MSS excluding commercial affiliate programmes; and (iii) MSS 
and OTA commercial affiliate services – MSS and OTA excluding co mmercial 
affiliate services. Group (i) is vertically affected in all EEA member states, while 
groups (ii) and (iii) are affected in the EEA -wide market upstream and in each 
EEA member state downstream.  
5.2. Sectoral overview  
(82) In 2017 , the MSS market  in the EEA  had an estimated value of around EUR […] 
billion.  
(83) Booking  Holdings  has a relatively strong footprint in the EEA, where it achieves 
[…] of its turnover of more than EUR 11 billion . Its total revenues in MSS (both 
                                                 
60 Form CO, paragraph 6.159.  
18 B2C and B2B) are around EUR […] million and  therefore more than […] times 
larger than the revenues of HotelsCombined.  
(84) HotelsCombined's home region is the Asia -Pacific  region . It is small in the EEA, 
with revenues of around EUR […] million for MSS excluding commercial 
affiliate programmes (i.e., MSS  services to travellers , B2C) and  another EUR […] 
million for MSS commercial affiliate programmes  (B2B). HotelsCombined 
largest customer for affiliate programmes was […]which accounted for […]  of 
HotelsCombined revenues in 2017 when the cont ract was terminated  […]. 
Moreover, HotelsCombined only offers MSS services for hotels , while Booking 
Holdings in 2017 earned [the majority] of its MSS revenues with flights and only 
[…]% with  hotels . 
(85) In addition to the Parties, other MSS providers active in the EEA  include large 
global players, such as  Google,61 Trivago, Skyscanner  and TripAdvisor, which 
are all larger than the merged entity at the EEA level for MSS services, as well as 
a number of well -established national players . 
5.3. Horizontal effects  
5.3.1.  MSS 
5.3.1.1.  MSS - including commercial affiliate programmes  
(86) For all MSS, i.e. including commercial affiliate programmes (B2B+B2C), a t 
national level, the Parties submit that estimating market shares is challenging. 62 
However, on a theoretical and conservative basis, the  Parties submit that the 
Parties' combined market share is less than 20% in all EEA Member States except 
Denmark ( [30-40]% with an increment of  [5-10]% brought about by 
HotelsCombined) and Sweden ( [20-30]%, with an increment of [5-10]% brought 
about by Hotel sCombined) in the hotels segment. However, by taking into 
account the termination of HotelsCombined's contract with […], the Parties' 
combined market share will be less than [30-40]% in Denmark and less than [20-
                                                 
61 Only in respect of MSS excluding commercial affiliate programmes (B2C).  
62 The Parties submit that the estimation of market shares from the supply of MSSs commercial affiliate 
programmes is challenging given that (i) the Parties are not aware of any reliable and comprehensive 
source of market share data and (ii) it is not possibl e to identify with accuracy the number and identity 
of competitors' customers of commercial affiliate programmes. The Parties prepared estimates of 
market shares from the supply of commercial affiliate services as follows: (a) the estimates used the 
KAYAK Group’s and HotelsCombined’s actual revenues as an input. These revenues were allocated 
to the country in which the domain of the commercial affiliate customer is located or, in the case of a 
‘.com’ domain, the location of the consumer ‘click’ or booking. These revenues were net of payments 
to affiliates. (ii) KAYAK Group used these actual revenues to estimate the revenues generated by its 
key competitors in the supply of MSSs affiliate services, taking into account any material customers 
known of, the like ly number of ‘long -tail’ links customers, the level of commission charged (where 
publicly available) and, where appropriate, the extent to which an affiliate provider may benefit from 
having a well -known MSS excluding commercial affiliate programmes presen ce in a given market, 
(iii) These estimates were adjusted to take into account feedback from the business team in 
HotelsCombined. The market investigation confirmed that precise market share data is not readily 
available and the Parties' competitors do not  tend to have a good market overview either. However, the 
market investigation confirmed the relative position of the merging parties and their main competitors 
based on turnover data. (Form CO, Annex 3)  
19 30]% in Sweden. As outlined above, the marke t shares are driven by the 
comparative size of the B2C segment and including the B2B segment does not 
have any material impact on the market shares.  
(87) At EEA level, according to the Parties' best estimates, the Parties' combined 
market share is [5-10]% (with  an increment of [0-5]% brought about by 
HotelsCombined) in the hotels segment. The Parties submit that the estimated 
EEA -wide B2C market size is EUR […] million, whilst the B2B segment is only 
EUR […] million, i.e. [0-5]% of the size of the B2C segment. M arket shares are 
driven by the B2C position and including B2B revenues does not have any 
material impact on market shares, given the comparatively non -significant size of 
the B2B segment.  
(88) According to the Parties' best estimates, the Parties' combined mark et share at 
worldwide level is [5-10]% (with an increment of [0-5]% brought about by 
HotelsCombined) in all travel. In the hotels segment, according to the Parties' best 
estimates, the Parties' combined market share at worldwide level is [0-5]% (with 
an in crement of [0-5]% brought about by HotelsCombined). Market shares are 
driven by the B2C position. The Parties submit that commercial affiliate 
programme revenues in the hotels segment are only EUR […] million in a 
combined worldwide B2C and B2B market of E UR […] billion. In conclusion, 
including B2B revenues does not have any material impact on market shares 
given the comparatively non -significant size of the B2B market.  
(89) There are several reasons why the proposed Transaction will not lead to any 
serious dou bts in this potential market, other than the small to modest combined 
market shares. First, t he Parties are not close competitors, as HotelsCombined is 
only active in hotel MSS while Booking Holdings mostly provides flight s MSS. 
Therefore, prior to the pro posed Transaction, the constraint imposed on Booking 
Holdings by HotelsCombined is negligible. Second , as confirmed by the market 
investigation, the merged entity will continue to be constrained by important 
competitors , such as TripAdvisor, Trivago and Sk yscanner.   
(90) Moreover, the majority (two -thirds) of the respondents to the market investigation 
expressed an intention to enter or expand their services in MSS excluding 
commercial affiliate services in the next 3 years. And t he majority (more than 
three -quarters) of respondents to the market investigation expressed an intention 
to enter or expand their services in MSS commercial affiliate programmes in the 
next 3 years. Of those respondents who expressed an intention to enter or expand, 
more than 70% stated this would apply to both hotels and flights; and more than 
70% stated this would include all or part of the EEA. This indicate s that barriers 
to entry and expansion are low. The investment costs for entering the market are 
limited and MSS providers do not need a physical presence to be able to operate 
in a given EEA Member State. Many incumbents seem to be well placed to 
expand their market presence.  
5.3.1.2.  MSS excluding commercial affiliate programmes   
(91) For all travel MSS  excluding commercial affiliate programmes , according to the 
Parties' best estimates, the Parties' combined market share s are  [20-30]%, [50-
60]% and [20-30]% in Austria, Denmark and Sweden respectively, but the 
20 increment brought about by HotelsCombined is de minimis  (below [0-5]%) in 
each of these countries .63 Moreover, the Parties are not close competitors, as 
HotelsCombined is only active in hotel MSS while Booking Holdings mostly 
provides flight MSS. Therefore, prior to the proposed Transaction, the constrain t 
impos ed on Booking Holdings by HotelsCombined is negligible. In addition, the 
merged entity will  continue to be constrained by important competitors:  
(a) In Austria, by Trivago, TripAdvisor and Google64 (among others), with 
market shares of [20-30]%, [10-20]% and [10-20]% respectively.  
(b) In Denmark, by Google with a market share of [10-20]% (and growing ), 
as well as smaller but well -established players such as Travel Super market, 
Skyscanner, TripAdvisor and Trivago, each with market shares of [5-10]% 
to [5-10]%. 
(c) In Swe den, by Flygresor, Google and Skyscanner, with market shares of 
[20-30]%, [10-20]% and [10-20]% respectively.  
(92) For hotel s MSS, according to the Parties' best estimates, the Parties' combined 
market share is [30-40]% in Denmark and [20-30]% in Sweden, with an 
increment of [0-5]% in each country, while Austria is not an affected market. As 
with all travel MSS, the merged entity will be  constrained by strong competitors:  
(a) In Denmark, by Trivago with a market share of [20-30]% and Google with 
a market share of [10-20]%, as well as by Skyscanner, TripAdvisor and 
Travel Super market, each with market shares of [10-20]% to [10-20]%. 
(b) In Sweden, by Trivago, Flygresor and Google, with market shares of [20-
30]%, [20-30]% and [10-20]% respectively.  
(93) For the EEA as a whole, according to the Parties' best estimates, the combined 
market share is [10-20]% for all travel and [0-5]% for hotels, whilst  at worldwide  
level it is [5-10]% for all travel and [0-5]% for hotels.  
(94) Moreover, the majority (two -thirds) of t he respondents to the market investigation 
expressed an intention to enter or expand their services in MSS excluding 
commercial affiliate services in the next 3 years. This indicates  that barriers to 
entry and expansion are low. The investment costs for en tering the market are 
limited and MSS providers do not need a physical presence to be able to operate 
in a given EEA Member State. Many incumbent s seem to be well placed to 
expand their market presence.65 
(95) The majority of the respondents who expressed such an intention included both 
hotels and flights in their entry or expansion plans, the segments in which the 
Parties are strongest. Furthermore, t he majority of the respondents who expressed 
                                                 
63 See footnote 62 above on the methodology for the c alculation of market shares.  
64 For flights and hotels (B2C , excluding commercial affiliate programmes ).  
65 Form CO, paragraph 6.221. See also M. 8416 – Priceline/Momondo , paragraph  107. 
21 such an intention included a ll or part of the EEA in the geogr aphic scope of their 
expansion plans.  
5.3.1.3.  MSS commercial affiliate programmes66  
(96) At a worldwide level, according to the Parties' best estimates, the Parties' 
combined market share in MSS commercial affiliate programmes would be [20-
30]% with an increment of [5-10]% brought about by the Kayak Group.  
(97) In the EEA, according to the Parties' best estimates, the Parties' combined market 
share would be [30-40]% for 2017, (HotelsCombined [10-20]%, Kayak Group 
[10-20]%). HotelsCombined's market  share is, however, overst ated because 
approximately […]% of its EEA turnover in 2017 is attributable to two contracts 
(with […]) in respect of which, the Parties submit that notice to terminate was 
served prior and independently to the proposed Transaction.67 As a consequence, 
the Parties' combined market share would drop to around [20-30]% (with an 
increment of [10-20]%).  
(98) At national level, given that there is no reliable data, the Parties submit that they 
believe  that HotelsCombined's market sha re will be higher in the Nordic cou ntries  
than elsewhere in the EEA.  However, […]. Given that the contract with […]was 
terminated, HotelsCombined's 201 8 revenues and market shares in the Nordic 
countries will be  significantly lower  than in 2017 . 
(99) The Parties will continue to be constrained by large competitors such as 
Skyscanner, Trivago and TripAdvisor among others, with market shares of [20-
30]%, [10-20]% and [10-20]% respectively.  
(100)  The Parties are not close competitors, as HotelsCombined is only active in hotels 
while [the majority]  of Booking Holdings' MSS commercial affiliate programme 
revenues are accounted for by flights.  
(101)  Focussing on the hotels segment, according to the P arties ' best estimates, the 
Parties' combined market share at worldwide level would be  [30-40]% with an 
increment of [0-5]% brought about by the Kayak Group. According to the Parties' 
best estimates, t he Parties' combined market share would be [40-50]% in the 
EEA, with an increment of only [0-5]% brought about by the Kayak Group .  
(102)  There are several strong competitors such as Trivago and TripAdvisor with EEA 
market shares of [20-30% and [20-30]% respectively.  The market investigation, 
on the basis of turnover data , confirmed the relative position of the Parties and 
their main competitors in the markets considered.   
(103)  At national level,68 given that there are is no reliable data, the Parties submit that 
they expect that in all the EEA Memb er States other than the Nordic countries  (in 
                                                 
66 See footnote 62  above on the methodology for the calculation of market shares.  
67 Contracts won recently are included . 
68 Booking Holdings notes that KAYAK Group’s hotels MSS B2B revenues across the EEA as a whole 
are just € […]. HotelsCombined’s revenues are […] times larg er at € […] million.  
22 which market share s are expected to be higher) , the Parties' combined hotels MSS 
commercial affiliate programmes market share would be less than [30-40]% (with 
an increment brough t about by KAYAK Group of [10-20]% or less  in all such 
Member States and be [5-10]% or less  in most such Member States ). In the 
Nordic countries , KAYAK Group is only active in Denmark and Sweden, 
generating  just EUR […] of revenue. The increment brought about by KAYAK in 
each of these Member States w ould be sig nificantly less than [0-5]%. 
(104)  The Parties are not close competitors due to their complementary produ ct 
offerings. HotelsCombined focusses exclusively on the hotels segment, while the 
Kayak Group has a focus on flights .  
(105)  Moreover, the majority (more than thr ee-quarters) of respondents to the market 
investigation expressed an intention to enter or expand their services in MSS 
commercial affiliate programmes in the next 3 years. Of those respondents who 
expressed an intention to enter or expand, more than 70% s tated this would apply 
to both hotels and flights; and more than 70% stated this would include all or part 
of the EEA.  
(106)  This indicate s that there are low barriers to entry and expansion for an existing 
MSS provider seeking to provide commercial affiliate s ervices in a sector in 
which it is active as a B2C MSS provider. Once a consumer -facing MSS provider 
has the OTA/TSP inventory and the technology to provide a search and 
comparison functionality it can begin providing commercial affiliate services 
relative ly quickly and at a low cost.  
5.3.2.  MSS and OTAs  
5.3.2.1.  MSS and OTAs combined, excluding commercial affiliate programmes  
(107)  The Parties submit that accurate data on total market volumes and consequently 
Booking Holdings' share of the hotels OTA segment is not available. This 
statement was confirmed by the market investigation. As a consequence, the 
Parties have adopted a conservative approach and assumed that the market for 
MSS and OTAs combined, excluding commercial affiliate services, for all travel 
and hotels is affect ed at global, EEA and national level.69 
(108)  At worldwide  level, according to the Parties' best estimates, the Parties' combined 
market share for all travel MSS and OTAs combined, excluding commercial 
affiliate programmes is [20-30]%, with an increment brought about by 
HotelsCombined of less  than [0-5]% for all travel. For hotels  MSS and OTAs 
combined, excluding commercial affiliate programmes , at worldwide  level, 
according to the parties' best estimates, the Parties' combined market share  is [20-
30]%, w ith an increment of less  than [0-5]%. 
(109)  At EEA level, according to the Parties' best estimates, the market for MSS and 
OTAs for hotels excluding commercial affiliate programmes is affected. […].70 
                                                 
69 Form CO, paragraphs 6.271 and ff.  
70 Form CO, paragraph 6.274: […]. 
23 The Parties submit that […], the increment brought about by H otelsCombined 
would be less than [0-5]%.71 
(110)  At national level, the Parties estimate the increment at Member State level to be 
below [0-5]% for each Member State and below [0-5]% in the majority of 
Member States. Even under the most conservative estimate, the  increment is 
below [0-5]% in all Member States.  
(111)  In a market for MSS and OTA for all travel services, the increment would be 
smaller still, as HotelsCombined is only active in hotels.  
(112)  The market investigation, on the basis of turnover data, confirmed the r elative 
position of the Parties in the markets considered. The Parties will continue to be 
constrained by competitors active in the MSS segment (such as Google, Trivago, 
TripAdvisor and Skyscanner), as well as OTAs (such as Expedia, Airbnb and 
HRS).  
(113)  The e ntry plans mentioned in the section on MSS directly above also apply to a 
broader market encompassing both MSS and OTA. This indicates  that barriers to 
entry and expansion are low. The investment costs for entering the market are 
limited. Many incumbent s seem to be well placed to expand their market 
presence . 
5.3.2.2.  MSS and OTA combined - commercial affiliate programmes72  
(114)  According to the P arties' best estimates, t he Parties' combined market share in a 
broad market encompassing OTA and MSS commercial affiliate programmes  for 
all types of travel is [30-40]% at worldwide  level with an increment brought 
about by HotelsCombined  of [0-5]%. In the EEA , according to the Parties' best 
estimates, the Parties' combined market share  is [30-40]% with an increment 
brought ab out by HotelsCombined of only [0-5]%. The Parties will continue to be 
constrained by large competitors such as Expedia, CarTrawler and Hotelbeds 
among others, with market shares of [20-30]%, [10-20]% and [10-20]% 
respectively.   
(115)  At national level, given tha t reliable data is not available, the Parties submit that 
they expect the increment to be moderate  in all EEA Member States except 
possibly the Nordic countries . However, the Parties highligh t that due to the fact 
that HotelsCombined's contract with […], w as terminated in 2017, 
HotelsCo mbined's revenues in the Nordic countries  and the relevant increment 
will have  reduced.  
(116)  Focussing on the hotels segment in a market combining MSS and OTA, 
commercial affiliate programmes , according to the Parties' best estima tes, the 
combined market share  at worldwide  level  would be [40-50]% with an increment 
brough t about by HotelsCombined of [0-5]%. A t EEA level , according to the 
                                                 
71 The Parties submit that they do not have reliable information on the market size and thus on their own 
market shares, let alone competitors' market shares. The incr ement analysis is based on a comparison 
between the two Parties' revenues.  
72 See footnote 62  above on the methodology for the calculation of market shares.  
24 Parties' best estimates, the combined market share  would be [40-50]% with an 
increment of [0-5]% brought about by HotelsCombined . The Parties will continue 
to be constrained by large competitors such as Expedia and Hotelbeds among 
others, with market shares of [20-30]% and [10-20]% respectively.  
(117)  At national level, given that reliable data is not available, the Parties submit that 
they expect the increment to be significantly less than [5-10]% in all EEA 
Member St ates except possibly the Nordic countries . However, the Parties 
highlight that due to the fact that HotelsCombined's  contract with […], was 
terminated in 2017, HotelsCombined's revenues in the Nordics and the relevant 
increment will have  reduced.  
(118)  The Parties are not close competitors in a potential market for MSS and OTA  
commercial affiliat e programmes , as the vast majority of Booking Holdings 
turnover is derived from  the OTA segment in which HotelsCombined is not 
active . The entry plans mentioned in the section on MSS commercial affiliate 
programmes directly above also apply to a broader ma rket encompassing both 
MSS and OTA commercial affiliate programmes. Commercial affiliate 
programmes are characterised by low barriers to entry and expansion. While 
barriers to entry in respect of consumer -facing OTA services are generally higher 
than consu mer-facing MSS, the same does not hold in respect of OTA and MSS 
commercial affiliate programmes as, in both cases, commercial affiliate 
programmes are simply an add -on to the consumer -facing site and require little 
promotional investment.  
5.3.2.3.  Conclusion on MS S and OTAs  
(119)  The Commission considers that it is not necessary to assess the impact of the 
proposed Transaction on a broader possible affected market for MSS and OTA 
combined including commercial affiliate programmes73 for the following reasons: 
(i) the Parties do not overlap in the OTA segment , (ii) the market position will be 
driven by the B2C segment , (iii) according to the Parties'  best estimates, the  
combined market share at worldwide  level is [20-30]% (with an increment of less 
than [0-5]% ) for eac h of all travel and hotels, (iv) the relevant increment at EEA 
level for hotels would be less than [0-5]%,74 (v) at national level,75 the Parties 
expect that the increment  for the hotels segment  in the Nordic  countries  and 
Ireland will be [0-5]% or less and considerably below [0-5]% in all other Member 
States.  
                                                 
73 There is no reliable data for the OTA and for the commercial affiliate segments.  
74 Booking Holding s’ hotels OTA revenues (B2C and B2B) were around € […]bn in the EEA in 2017. 
HotelsCombined’s hotels MSS revenues (B2C and B2B) were € […]m in the EEA.  
75 The Parties submit that a cross the EEA as a whole, Booking Holdings’ OTA B2C+B2B revenues were 
around € […]bn in the hotels segment in 2017. HotelsCombined only had revenues of € […]m in the 
EEA as a whole.  Booking.com’s hotels OTA B2C+B2B revenues are at least […] larger  than 
HotelsCombined’s MSS B2C+B2B revenues in all member states (indeed, they are […] larger in all 
Member States outside the Nordic  countries  and Ireland ).  
25 5.3.3.  General view of market participants  
(120)  The majority of the respondents to the market investigation (two -thirds) did not 
raise any concerns about the competitive effects of th e proposed  Transa ction. 
One-third of the competitors who responded to the market investigation expressed 
the general concern that , due to the fact that post -Transaction there will be one 
less independent MSS provider in the market,  the proposed  Transaction would 
lead to in creased concentration or increase the market power of Booking 
Holdings. None of the respondents who raised such concerns provided any 
evidence for the strength of the competitive constraint imposed by 
HotelsCombined or the closeness of competition between the Parties to counter 
the small increment and the complementarity of the Parties in terms of type of 
travel service mentioned above.  
5.3.4.  Summary and conclusion on horizontal effects  
(121)  Irrespective of the precise market definition, in all horizontally affected markets, 
the increment brought about by HotelsCombined (or KAYAK Group)  is small or 
even negligible , with the exception of MSS commercial affiliate programmes  for 
all travel services provided by MSS,  where however the combined market share is 
moderate ; the Parties are not close competitors as HotelsCombined is only active 
in hotels while Booking Holdings is much stronger in flights; the merged entity 
will continue to be constrained by large and well -known competitors and there is 
evidence for entry or exp ansion plans including for flights and hotels in the EEA.  
(122)  Therefore,  the Commission concludes that the proposed Transaction does not 
raise  serious doubts as to its compatibility with the internal market as regards the 
Parties' horizontal overlaps.  
5.4. Vertica l effects  
(123)  The proposed Transaction also gives rise to three groups of vertically affected 
potential markets, namely (i) MSS in the hotels segment ( excluding commercial 
affiliate services ) – OTA s in the hotels segment  (excluding commercial affiliate 
servic es); (ii) MSS commercial affiliate programmes in the hotels segment – MSS 
excluding commercial affiliate programmes  in the hotels segment ; and (iii) 
combined MSS and OTA commercial affiliate services  in the hotels segment  – 
MSS in the hotels segment ( exclu ding commercial affiliate services ).  
5.4.1.  Market for the supply of MSS in the hotels segment (excluding commercial 
affiliate programmes ) to OTAs  in the hotels segment  (excluding commercial 
affiliate services ) 
(124)  Both Parties are active in the upstream market for MSS for hotels ( excluding 
commercial affiliate programmes ). HotelsCombined is only active in the hotels 
segment. The Commission therefore consider s that any foreclosure of lead 
generation services by MSS or OTAs resulting from the proposed Transaction 
derive from the Parties' position in hotels MSS , since this is the only market 
segment in which the merged entity would have a strong er position post-
Transaction . Consequently, even on a broader market for all travel OTAs, what 
would be impacted by such in put foreclosure strategy would be traffic directed to 
26 hotels  OTAs. Therefore, the input foreclosure analysis focussed on the 
relationships between hotel  MSS and hotels  OTAs.76 
5.4.1.1.  MSS excluding commercial affiliate programmes in the hotels segment 
(upstream )  
(125)  According to the P arties' best estimates, t he Parties' combined market share in the 
upstream market for MSS for hotels excluding commercial affiliate services is [0-
5]% at worldwide  level, [0-5]% at EEA level and less than 30% in all EEA 
Member States (with  the only exception of Denmark, in which it will be [30-
40]%). 
5.4.1.2.  OTA s excluding commercial affiliate programmes ( downstream ) 
(126)  There is no overlap between the Parties at OTA level  as HotelsCombined is only 
active at MSS level . In addition, the Parties submit t hat Booking Holdings does 
not have accurate data on its share of the hotels OTA segment.  
5.4.1.3.  Input foreclosure  
(127)  With regard to ability, the Parties will have no ability to foreclose rival OTAs, 
given that , according to the Parties' best estimates,  the Parties ' combined market 
share in the upstream market for MSS for hotels excluding commercial affiliate 
programmes is only [0-5]% at global and at EEA level and below 30% in all the 
EEA Member States with the only exception of Denmark.  
(128)  With regard to incentive, the Parties submit that vertical integration is already 
commonplace in the industry, yet this has not led to input foreclosure. In addition, 
any hypothetical strategy by the Parties to delist rival OTAs would likely drive 
consumer s to bigger rivals. Moreover, vertically integrated rivals could retaliate, 
thereby further reducing the incentives to engage in input foreclosure.  
5.4.1.4.  Customer foreclosure  
(129)  With regard to ability  to foreclose , in the present case it is difficult to assess 
whether the Parties will have the ability to foreclose rival hotels MSS by only 
listing Booking Holdings' hotels OTAs on the Parti es' MSS post -Transaction , 
since  there are no accurate data available on Booking Holdings ' share of the 
hotels OTA segment.  
(130)  Howeve r, the Parties will have no  incentive to engage in customer foreclosure, by 
refusing to list their OTAs on rivals' MSS platforms, since Booking.com 
generates approx imately  […]-times the revenues generated by the Parties' 
combined MSS excluding commercial a ffiliate programmes. In addition, 
Booking.com receive s less than […]% of its  MSS traffic from the Parties' MSS.  
                                                 
76 M. 8416 – Priceline/Momondo , paragraph  165 in which the relevant market segment was flights.  
27 5.4.2.  Market for the supply of MSS commercial affiliate programmes  in the  hotels  
segment  – to MSS excluding commercial affiliate services  in the hotels segment  
(131)  HotelsCombined is only active in the hotels segment, whilst Booking Holdings is 
active in relation to travel services more broadly. As a result, equivalent markets 
for the supply of travel services would also be technically verticall y affected. 
However, the Commission considers  that, given that  there would only be an 
overlap in the hotels  segment , any input foreclosure strategy would only impact 
the operation of hotels MSS  and any customer foreclosure strategy  would only 
affect  the op eration of hotels commercial affiliate programmes. As a 
consequence, it is only necessary to examine relationships between the provision 
of hotels commercial affiliate programmes and the operation of MSS and OTAs 
for hotels.77 
5.4.2.1.  MSS commercial affiliate progr ammes in the  hotels segment  (upstream ) 
(132)  According to the Parties' best estimates, t he Parties' combined market share is 
[30-40]% at worldwide  level and [40-50]% at EEA level , and there will also be 
affected markets at national level . However, the above -ment ioned market shares 
are overstated. Once adjusted to take into account HotelsCombined's  loss of the 
[…] contracts (and even if updated to reflect anticipated revenues from new 
customers) market share s will be lower.  
5.4.2.2.  MSS excluding commercial affiliate progr ammes in the hotels segment 
(downstream )  
(133)  According to the Parties' best estimates, t he Parties' combined market share in the 
downstream  market for MSS excluding commercial affiliate services in the hotels 
segment is [0-5]% at worldwide  level, [0-5]% at EEA level and less than 30% in 
all EEA Member States (with the only exception of Denmark, in which it will be 
[30-40]%). 
5.4.2.3.  Input foreclosure  
(134)  With regard to ability  to foreclose , the Parties will have no ability to foreclose 
rival MSS providers in the h otels segment. The Parties' combined market share is 
overstated as it should be adjusted to take into account the loss of the […] 
contracts (and even if updated to reflect anticipated revenues from new 
customers) the Parties' combined share would be lower.  In addition, the merged 
entity will contin ue to be constrained by  major MSS competitors such as  Trivago, 
TripAdvisor and Skyscanner . 
(135)  With regard to incentive  to foreclose , the Parties will have no incentive to refuse 
to supply hotels MSS commercial affili ate programmes to rival MSS providers or 
to raise their costs. Indeed, […]. An input foreclosure strategy would put at risk 
HotelsCombined's commercial affiliate revenues, which account for [the 
majority ] of its EEA revenues, without a clear benefit for th e Parties.  
(136)  In addition, any plausible input foreclosure strategy would only benefit Booking 
Holdings' MSS if it had a strong presence in the downstream MSS market in the 
                                                 
77 M. 8416 – Priceline/Momondo , footnote 97 to paragraph 193.  
28 hotels segment. Even if an input foreclosure were pursued , it is unlikely  that 
consumers would switch to one of the Parties' brands in sufficient numbers to 
compensate for the loss of the upstream revenues.  Furthermore, existing vertical 
integration in the sector has not led to foreclosure.  
5.4.2.4.  Customer foreclosure  
(137)  The merged entit y will have neither the  ability nor the incentive to engage in 
customer foreclosure, i.e. to raise the price of (or refuse access to) MSS services 
excluding commercial affiliate services (i.e., B2C), since the Parties ' combined 
market share in the downstre am market is limited and the Parties are not 
customers of MSS commercial affiliate services , with the only exceptions of (i) 
[…] and (ii) […].  
5.4.3.  Market for the supply of both MSS and OTA commercial affiliate programmes  in 
the hotel s segment  – to both MSS and OTA  in the hotels segment ( excluding 
commercial affiliate services )  
5.4.3.1.  MSS and OTA commercial affiliate programmes in the hotel s segment 
(upstream )  
(138)  According to the P arties' best estimates, t he Parties' combined market share is 
[40-50]% at worldwide  level  (with an increment of [0-5]%) and EEA level (with 
an increment of [0-5]%), and there will also be affected markets at national level.  
5.4.3.2.  MSS and OTA s in the hotels segment  (excluding commercial affiliate services ) 
(downstream )  
(139)  At worldwide  level, according to the Parties' best estimates, the Pa rties' combined 
market share is [20-30]%, with an increment lower than [0-5]%. At EEA level, 
according to the Parties' best estimates, the combined share is affected. The 
Parties provided […].78 The Pa rties submit that […], the increment would be less 
than [0-5]%.79 At national level, the Parties estimate the increment at Member 
State level to be below [0-5]% for each Member State and below [0-5]% in the 
majority of Member States. Even under the most con servative estimate, the 
increment is below [0-5]% in all Member States.  
5.4.3.3.  Input foreclosure  
(140)  With regard to ability  to foreclose , the Parties will have no ability to foreclose 
rival MSS and OTAs as a number of major MSS will continue to provide 
commercial aff iliate programmes in the hotel s segment. In addition, the increment 
brought about by the proposed Transaction is limited. However, even assuming 
that the Parties will have ability to foreclose , they will have no incentive.  
                                                 
78 Form CO, paragraph 6.274: the Parties have conducted the assessment […]. 
79 The Parties submit that they do not have reliable information on the size of the market  and thus on 
their own market shares, let alone competitors' market shares. The increment analysis is based on a 
compari son between the two Parties' revenues.  
29 (141)  With regard to incentive  to forec lose, the Parties will have no incentive to refuse 
to supply MSS or O TA commercial affiliate programmes for hotels to rival MSS 
or OTAs. […]. Thus, any input foreclosure is unlikely to benefit the Parties. In 
addition, the Parties submit that vertical integration by their competitors has not 
led to foreclosure.  
5.4.3.4.  Customer foreclosure  
(142)  With regard to ability and incentive  to foreclose , the propos ed Transaction cannot 
give rise to a risk that rival providers of MSS and OTA commercial affiliate 
programmes for hotels will be foreclosed as the Parties are not customers of 
hotels OTA commercial affiliate programmes.  
5.4.4.  Summary and conclusion on vertical e ffects  
(143)  For the reasons set out above, irrespective of the precise market definition, in all 
vertically affected markets, the merged entity will not have the ability and 
incentive to engage in customer or input foreclosure. Therefore, the Commission 
conclud es that the proposed Transaction does not raise serious doubts as to its 
compatibility with the internal market as regards the Parties' vertical links.  
6. CONCLUSION  
(144)  For the above reasons, the European Commission has decided not to oppose the 
notified operati on 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  
Member of the Commission