Major Travel Deal Alert: UK Approves AmEx-CWT Merger While US Regulators Push Back

Posted by author February 18, 2025 Bussiness

American Express Global Business Travel (NYSE: GBTG) has received provisional clearance from the UK’s Competition and Markets Authority (CMA) for its proposed acquisition of CWT, a global business travel solutions provider. The CMA has preliminarily concluded that the acquisition raises no competition concerns, with a final decision expected by March 9, 2025.

However, the company faces ongoing challenges as it defends against a lawsuit filed by the U.S. Department of Justice’s Antitrust Division in January 2025, which seeks to block the transaction. GBT’s Chief Legal Officer argues that the DOJ’s lawsuit is fundamentally flawed, citing an outdated view of competition that overlooks emerging competitors in the business travel sector.

The acquisition, announced on March 25, 2024, remains subject to customary closing conditions and regulatory approvals. GBT’s CEO states the merger would enhance investment and innovation in business travel, benefiting customers, suppliers, and CWT employees.

Positive

Received provisional UK antitrust clearance for CWT acquisition

Potential for increased market presence and business expansion through acquisition

Expected synergies in investment and innovation capabilities

Negative

Facing DOJ lawsuit seeking to block the acquisition

Regulatory uncertainty with pending final CMA approval

Potential delays in transaction completion due to legal challenges

Insights

The UK Competition and Markets Authority’s provisional clearance of Amex GBT’s acquisition of CWT marks a important regulatory milestone, but creates an intriguing transatlantic regulatory divergence. The CMA’s stance notably contradicts the DOJ’s position, which filed a lawsuit in January 2025 to block the transaction.

This regulatory split highlights fundamental differences in how these authorities view market competition in the business travel sector. The CMA’s provisional conclusion suggests they’ve found sufficient competitive dynamics in the UK market, including the presence of emerging players and technological disruptors. In contrast, the DOJ’s lawsuit, described by GBT as “fundamentally flawed,” indicates serious concerns about market concentration in the US.

The provisional nature of the UK clearance, with a final decision due by March 9, 2025, introduces several critical considerations:

The divergent regulatory views could complicate the global integration planning and potentially require market-specific remedies
The provisional clearance might strengthen GBT’s position in defending against the DOJ’s lawsuit, providing evidence that other sophisticated regulators view the competitive landscape differently
The timing gap between the UK’s final decision and the resolution of the DOJ lawsuit could impact the deal’s closing timeline and potentially the transaction terms

Historical precedents suggest that when major regulators diverge on merger assessments, companies often need to negotiate different remedies in each jurisdiction. This could lead to a more complex and potentially costly approval process, though the UK’s favorable view provides GBT with significant leverage in its DOJ negotiations.

02/18/2025 – 09:31 AM

NEW YORK–(BUSINESS WIRE)–
American Express Global Business Travel, which is operated by Global Business Travel Group, Inc. (NYSE: GBTG) (“Amex GBT” or the “Company”), a leading software and services company for travel, expense, and meetings & events, today announced that the UK’s Competition and Markets Authority (the “CMA”) has provisionally concluded that it has not identified any competition concerns with GBT’s proposed acquisition of CWT, a global business travel and solutions provider. The CMA’s final decision is required to be made by March 9, 2025.

The Company continues to defend itself against a lawsuit filed in January 2025 by the Antitrust Division of the U.S. Department of Justice (the “DOJ”), seeking an injunction to prevent the proposed transaction.

Eric J. Bock, GBT’s Chief Legal Officer and Global Head of M&A stated: “The updated provisional conclusions by the CMA is an important milestone toward the consummation of the transaction. The CMA’s revised findings reinforce the Company’s belief that the DOJ’s lawsuit is fundamentally flawed, taking a narrow and outdated view of competition, and disregarding the emergence of numerous significant competitors in business travel.”

Paul Abbott, Amex GBT’s CEO said: “If consummated, this transaction will accelerate investment and innovation in business travel, creating more choice and value for customers and suppliers, and more opportunities for CWT employees.”

The Company previously announced on March 25, 2024, that it agreed to acquire CWT, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

About Amex GBT

Amex GBT is a leading software and services company for travel, expense, and meetings & events. We have built the most valuable marketplace in travel with the most comprehensive and competitive content. A choice of solutions brought to you through a strong combination of technology and people, delivering the best experiences, proven at scale. With travel professionals and business partners in more than 140 countries, our solutions deliver savings, flexibility, and service from a brand you can trust – Amex GBT.

Visit amexglobalbusinesstravel.com for more information about Amex GBT. Follow @amexgbt on Twitter, LinkedIn and Instagram.

Forward-Looking Statements

This communication contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our current expectations or forecasts of future events. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this communication are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us, including as a result of the transaction, will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: (1) changes to projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities; (2) our ability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors; (3) various conflicts of interest that could arise among us, affiliates and investors; (4) our success in retaining or recruiting, or changes required in, our officers, key employees or directors; (5) factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control; (6) the impact of geopolitical conflicts, including the war in Ukraine and the conflicts in the Middle East, as well as related changes in base interest rates, inflation and significant market volatility on our business, the travel industry, travel trends and the global economy generally; (7) the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs; (8) the effect of a prolonged or substantial decrease in global travel on the global travel industry; (9) political, social and macroeconomic conditions (including the widespread adoption of teleconference and virtual meeting technologies which could reduce the number of in-person business meetings and demand for travel and our services); (10) the effect of legal, tax and regulatory changes; (11) the decisions of market data providers, indices and individual investors; (12) the outcome of any legal proceedings that may be instituted against Amex GBT or CWT in connection with the transaction; (13) the inability to complete the transaction; (14) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transaction; (15) the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction; (16) the inability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (17) costs related to the transaction; (18) risks related to the business of CWT or unexpected liabilities that arise in connection with the transaction or the integration with CWT; (19) the risk that the assumptions, estimates and estimated adjustments described in this communication may prove to be inaccurate; and (20) other risks and uncertainties described in the Company’s Form 10-K, filed with the SEC on March 13, 2024, and in the Company’s other SEC filings. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250218376815/en/

Media:

Megan Kat

Senior Director Global Communications and Public Affairs

megan.kat@amexgbt.com

Investors:

George Anderson-Brown

Vice President of Finance

investor@amexgbt.com

Source: Global Business Travel Group, Inc.

FAQ

What is the status of GBTG’s acquisition of CWT as of March 2024?

GBTG has received provisional clearance from the UK’s CMA for the CWT acquisition, but faces a DOJ lawsuit in the US seeking to block the transaction. The final CMA decision is expected by March 9, 2025.

Why is the US Department of Justice opposing GBTG’s acquisition of CWT?

The DOJ’s Antitrust Division filed a lawsuit in January 2025, arguing competition concerns. GBTG contends that the DOJ’s view is narrow and outdated, failing to consider emerging competitors in business travel.

When did GBTG announce the CWT acquisition agreement?

GBTG announced the agreement to acquire CWT on March 25, 2024, subject to customary closing conditions and regulatory approvals.

What are the expected benefits of GBTG’s acquisition of CWT?

According to GBTG’s CEO, the acquisition would accelerate investment and innovation in business travel, creating more choice and value for customers and suppliers, while providing more opportunities for CWT employees.