EU Commission opens in-depth investigation into proposed acquisition of stake in ITA Airways by Lufthansa

The European Commission has opened an in-depth investigation to assess, under the EU Merger Regulation, the proposed acquisition of joint control of ITA Airways (‘ITA‘) by Deutsche Lufthansa AG (‘Lufthansa”’) and the Italian Ministry of Economy and Finance (‘MEF‘). The Commission has preliminary concerns that the transaction may reduce competition in the market for passenger air transport services on several short-haul and long-haul routes in and out of Italy.

Lufthansa and ITA operate an extensive network of domestic routes, short-haul routes within the European Economic Area (‘EEA’) as well as long-haul routes between the EEA and the rest of the world. Lufthansa also has a joint venture with United Airlines and Air Canada, through which they coordinate on price, capacity and scheduling and share revenues on transatlantic routes.

The Commission’s preliminary concerns

The preliminary investigation indicates that the transaction may reduce competition in the market for passenger air transport services on several short-haul and long-haul routes. Lufthansa and ITA are strong and close competitors in the provision of passenger air transport services on certain routes to and from Italy.

In particular, the Commission found that:

• The transaction may reduce competition on short-haul routes connecting Italy with countries in Central Europe. On certain such routes, Lufthansa and ITA compete head-to-head with non-stop connections with only limited competition, primarily from low-cost carriers, such as Ryanair, who in many cases operate from more remote airports. Moreover, the Commission will also examine routes where one of the parties is already offering services and the other is expected to enter soon, and those where one or both of the parties has a convenient one-stop connection and where non-stop connections are limited or only offered by the other party.
• In relation to long-haul routes between Italy and North America, the Commission will assess further whether the activities of ITA, Lufthansa and its joint venture partners United Airlines and Air Canada should be treated as those of a single entity after the merger.
• The transaction could reduce competition on certain several long-haul routes between Italy and the US, Canada, Japan and India, due to close competition between ITA, Lufthansa or Lufthansa’s joint venture partners – through non-stop or convenient one-stop connections and convenient airport locations – and due to potentially limited competition from other airlines with attractive connections.
• The transaction could create or strengthen ITA’s dominant position at the airport Milan-Linate, which could make it harder for rivals to provide passenger air transport services from and to Milan-Linate.
• The Commission will also examine possible negative effects on routes on which other airlines rely on access to ITA’s domestic and short-haul network for their own operations, which could affect their services to international destinations also served by Lufthansa.

The transaction was notified to the Commission on 30 November 2023. On 8 January 2024, Lufthansa submitted commitments to address some of the Commission’s preliminary concerns. However, these commitments were insufficient, in terms of both scope and effectiveness, to clearly dismiss the Commission’s preliminary concerns. The Commission therefore did not test them with market participants.

The Commission now has 90 working days, until 6 June 2024, to take a decision. The opening of an in-depth investigation does not prejudge the outcome of the investigation.

Companies and products

ITA, headquartered in Italy, is a full-service carrier with domestic and international operations in passenger and cargo air transport. ITA operates a hub-and-spoke network with its principal hubs in Rome and Milan. ITA was created by the Italian State in October 2020. ITA is a member of the SkyTeam alliance.

Lufthansa, headquartered in Germany, is a global full-service carrier with domestic and international operations in passenger and cargo air transport. Lufthansa also operates a hub-and-spoke network with its principal hubs in Frankfurt, Munich, Zurich, Vienna and Brussels. Its subsidiaries include Austrian Airlines, Brussels Airlines, Eurowings, Swiss International Airlines and Air Dolomiti. Lufthansa is a member of the Star Alliance and of a transatlantic joint venture with United Airlines and Air Canada.

MEF carries out the tasks and responsibilities of the Italian government in the fields of economic policy, financial policy, budgeting, and tax policies. MEF holds shareholdings in public and strategic companies in Italy, among others in the transport sector, and it is currently the sole shareholder in ITA. The companies in which MEF has shareholdings are active worldwide.

Merger control and procedure

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.

The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).

In addition to this proposed transaction, there are currently 3 on-going Phase II merger investigations: (i) the proposed creation of a joint venture between Orange and MasMovil; (ii) the proposed acquisition of Asiana by Korean Air; and (iii) the proposed acquisition of iRobot by Amazon.

More information will be available on the Commission’s competition website, in the Commission’s public case register under the case number M.11071.