Amex GBT Labels DOJ Lawsuit to Block CWT Merger a ‘Blatant Politicized Effort’

Amex GBT characterized the Justice Department’s lawsuit to block its proposed merger with CWT “a blatant politicized effort” that failed to recognize the robust and evolved nature of the competitive landscape.

“Ignoring these realities, the government’s Complaint, filed in the waning days of the Biden administration even after understanding this transaction would not close before March 2025, presents a completely inaccurate picture of the current industry using cherry-picked facts, isolated examples, and stale, out-of-context statements that do not reflect today’s competitive landscape, all in a blatant politicized effort to bring one final anti-business merger challenge,” Amex GBT’s answer to the government’s lawsuit states.

The travel management company noted that DOJ lawsuit came just five days before President-Elect Trump’s inauguration and was “apparently politically motivated.”

“The timing of this action is particularly puzzling in light of the government being told by Amex GBT and CWT that this transaction would not close prior to March 2025,” the Amex GBT legal filing states. “There was no reason, other than a political one, to rush this action.”

More Intense Competition in Business Travel

Amex GBT and CWT are the world’s top two travel management companies.

The Justice Department’s January 10 lawsuit alleged that large corporate customers would face higher prices and reduced choice, and that innovation would be stifled if the merger were allowed.

Amex GBT’s answer, filed Tuesday, claims that the DOJ underestimates how dramatically the business travel market changed after the pandemic. Technology-led corporate travel agencies such as Navan, Booking Holdings’ Kayak for Business, and Spotnana made significant strides, it argues.

These companies, along with traditional agencies such as BCD, FCM and Direct Travel, have won “more bid value in actual new customer contracts from Amex GBT than does CWT,” the Amex GBT answer states.

Amex GBT’s answer also points out that CWT has been in a weakened condition in recent years, having filed for bankruptcy in 2021 and recapitalized a couple of years later.

The Justice Department alleged that Amex GBT and CWT have identified themselves and BCD Travel as their primary competitors.

‘Out of Context Statements’

Amex GBT claims the DOJ presented some of its arguments without proper context.

One example, in Amex GBT’s view, was an email excerpt from CEO Paul Abbott allegedly giving lip service to the company’s use of IATA’s New Distribution Capability, while actually wanting to slow-walk it until kinks could be sorted out.

In its answer, Amex GBT stated that in fact nearly 50% of the American Airlines transactions it handled used NDC rather than legacy tech. The airline had mandated at one point that corporate agencies needed to process at least 30% of their American transaction using NDC to become a preferred agency with access to robust content from the airline. (American later withdrew the mandate.)

“Amex GBT believes it is one of the few TMCs to hit this target at scale, demonstrating its commitment to NDC and innovation leadership in partnership with customers, supplier, and technology partners,” the company’s answer states.

Amex GBT argues that a merger with CWT would be “procompetitive” and the impact would “greatly benefit customers. These benefits greatly outweigh any alleged anticompetitive effects.”

Skift asked Chris Dane, president of corporate travel alliance Hickory Global Partners, what he thinks of a prospective Amex GBT-CWT merger.

“After conducting the appropriate investigation and posing all the pertinent questions, I believe that the Department of Justice and the Competition and Markets Authority in the UK have come to the correct conclusion,” Dane said in a statement. “Any other decision would be equivalent to permitting the merger between United and Delta. This merger is only advantageous to GBT and CWT. Neither the vendors nor the travelers nor the corporate clients would gain anything from this merger.”

As of this writing, CWT had not filed a response to the DOJ lawsuit.

Termination Fee

While the DOJ lawsuit makes it way through the Southern District of New York, all parties await a ruling on the merger within the next two weeks by the UK’s Competition and Markets Authority. In November, the authority made a preliminary determination that the merger could weaken competition.

Meanwhile, it’s unclear how the Justice Department, under new Trump Administration leadership, may view this lawsuit and whether it would get the backing of the department’s antitrust leadership.

If the deal, which was announced last March 24, is ultimately blocked, Amex GBT could be obligated to pay CWT a hefty termination fee. The termination fee could range from $32 million to $35 million, depending on whether Amex GBT were to extend the initial January 24, 2025 deadline.