Commission Decision of 14/09/2010 declaring a concentration to be compatible with the common market (Case No COMP/M.5867 - THOMAS COOK / ÖGER TOURS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

• Published date: 14 September 2010
• Subject Matter: Competition,Concentrations between undertakings

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32010M5867

Commission Decision of 14/09/2010 declaring a concentration to be compatible with the common market (Case No COMP/M.5867 - THOMAS COOK / ÖGER TOURS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

(.PICT.) |EUROPEAN COMMISSION |

Brussels, 14.09.2010

SG-Greffe(2010) D/13863 C(2010)6364

PUBLIC VERSION 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 Where possible the information omitted has been replaced by ranges of figures or a general description.

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

To the notifying party:

Dear Sir/Madam,

Subject: Case No COMP/M.5867 – Thomas Cook/ Öger Tours Notification of 10/08/2010 pursuant to Article 4 of Council Regulation No 139/2004 [1]

1. On 10 August 2010, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 [2] by which the undertaking Thomas Cook Group plc ("Thomas Cook", UK) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of a part of the undertaking Öger Tours GmbH ("Öger Tours", Germany) by way of purchase of shares.

I. THE PARTIES

2. Thomas Cook is a large leisure travel group which sells package and independent holidays, flights, hotel accommodation and travel agency services. It operates across Europe, North America, India and Egypt. Thomas Cook AG is a wholly-owned subsidiary of Thomas Cook.

3. Öger Tours is a German based tour operator which sells mainly package holidays in Germany, but also to a lesser extent in the Netherlands, Austria, Denmark and Switzerland, with a strong focus on holidays in Turkey. Öger Tours holds a wholly-owned subsidiary A.T.T. Touristik GmbH ("A.T.T."), as well as a […]% share in Holiday Plan Turizm Isletmecilik ve Ticaret Anonim Sirketi ("Holiday Plan"), a Turkish company and a […]% share (through A.T.T) in O&R Werbeagentur GmbH i.L. ("O&R").

II. THE OPERATION

4. On 11 July 2010, Thomas Cook AG and Mr. Vural Öger, the sole shareholder of Öger Tours, entered into a share purchase agreement pursuant to which Thomas Cook AG acquires 100% of the shares in Öger Tours from Mr. Öger. Holiday Plan and O&R's shareholdings will be transferred to Mr Öger upon closing of the transaction and will therefore not be acquired by Thomas Cook.

5. According to Thomas Cook the economic rationale of the operation is for Thomas Cook to broaden its product offerings by expanding its offering of package holidays in Turkey, and to achieve cost synergies.

III. CONCENTRATION

6. As a result of the operation, 100% of the share capital and voting rights in Öger Tours will be held by Thomas Cook AG and, thus, Öger Tours will become a wholly-owned subsidiary of Thomas Cook AG (and indirectly of Thomas Cook).

7. The operation is therefore an acquisition of sole control of a part of an undertaking within the meaning of Article 3(1)(b) of the Merger Regulation.

IV. EU DIMENSION

8. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million [3] [Thomas Cook: EUR 10 621 million; Öger Tours: EUR […]]. Each of them has an EU-wide turnover in excess of EUR 250 million [Thomas Cook: EUR 9 875 million; Öger Tours: EUR […]], but none of them achieve more than two-thirds of its aggregate EU-wide turnover within one and the same Member State. The notified operation therefore has an EU dimension.

V. RELEVANT MARKET

1. Leisure travel sector

9. Öger Tours achieves [90-100]% of its revenues in the segment of short haul destinations, more particularly in the sale of package holidays to Turkey. The notifying party considers that the relevant framework for the competitive assessment is the market for overall holidays, including both traditional packages and independent holidays, particularly for short-haul destinations.

10. In previous decisions however, the Commission has found that package holidays constitute a separate market from holidays where the consumer purchases the various elements individually (independent holidays). [4] [5] In previous decisions the Commission has also made a distinction between package holidays to long haul destinations as opposed to short haul destinations [6] . This view was supported by the General Court in Airtours v. Commission [7] . "Long haul" destinations are defined as all overseas destinations involving a flight time substantially in excess of three hours: the Caribbean, the Americas and South/East Asia. "Short haul" destinations include all European (mainland and islands) as well as North African destinations. This includes Eastern Mediterranean destinations and the Canary Islands, despite the fact that flights to these destinations may take up to four hours. Although the Commission has not defined in its previous decisions separate markets based on the country of destination, it has considered the possibility of such...