With authorities on both sides of the Atlantic examining potential anticompetitive implications, and the seller possibly hurting from the uncertainty, consultant and BT4Europe chair Patrick Diemer examines the shaky ground that Amex GBT’s proposed acquisition of CWT appears to be on.


In my opinion, the deal is falling apart. 

It’s been more than 10 months since Amex GBT announced its intention to acquire CWT. Regulators in the United Kingdom and antitrust lawyers in the United States, priority markets for both travel management companies, delayed the closing of this transaction significantly. Most likely, the deal would only be approved if Amex GBT makes significant concessions. A remedy regulators likely want to see is the exclusion of the global and multinational customer market segment. Because of the many strategic, practical and commercial considerations that make GBT unlikely to accept this, it will probably not acquire CWT. Other potential buyers will stand by, including Steve Singh/Madrona, Navan and TravelPerk.

The deal will most likely fall apart due to antitrust scrutiny and the logic of M&A transactions. It was signed in March 2024 based on 2023 business volumes and expectations for 2024. CWT probably had a difficult 2024. New business will have dried up as potential clients faced uncertainty about the provider. Negotiations with GDS firms and travel suppliers will have stalled for the same reason. Strategically and operationally, CWT has been stuck since the announcement and will remain so unless GBT secures antitrust clearance. Hence, CWT’s financial situation will become worse as time goes by. 

Patrick Diemer, BT4Europe
Patrick Diemer, BT4Europe chair of the board

The market is already highly concentrated. Both the U.K. Competition and Markets Authority (CMA) and the U.S. Department of Justice (DOJ) argue that the combination of the largest and third-largest provider of TMC service will worsen an oligopolistic situation in the corporate travel market.

Delays and concessions are consequences of these antitrust investigations — whether you think they have merit or not. Amex GBT’s expectation of closing the deal by the end of 2024 is now likely delayed by at least a year. Approvals by CMA and DOJ will likely have a price in the form of concessions. GBT already proposed to open the otherwise exclusive global CWT network of affiliated TMCs, cap pricing and fees, guarantee minimum IT investments and, most importantly, carve out the group of global and multinational clients (GMN) with a U.K. “nexus.”

In this scenario, CWT’s GMNs based in the United Kingdom could be sold to another TMC. However, this sale of large clients would be dependent on their prior approval. That in itself appears highly unlikely. These clients are typically not sold, but they select their suppliers via requests for proposals. Which TMCs will pay for a group of customers that will conduct a fresh RFP as soon as they can?

Will Amex GBT walk away from the acquisition? They can until Sept. 24, 2025, at the latest, if CMA and/or DOJ disapprove or request “burdensome conditions.” It is standard practice in M&A contracts to include a “material adverse clause,” which gives the buyer the opportunity to walk away from the deal or to negotiate a lower price if economic circumstances significantly worsen. Depending on the conditions, GBT may be obliged to pay a multimillion-dollar termination fee.

What will happen to CWT? If sellers cannot achieve the originally negotiated price, they weigh options. CWT’s owners will find many other would-be buyers knocking on their doors in due course. Here are the possibilities:

  1. The deal will be approved, with or without concessions, and Amex GBT integrates CWT. Assuming some form of concessions, other TMCs may benefit from acquiring parts of CWT’s U.K. and/or U.S. business.
  2. The deal will fall apart, as I think it will, resulting in more options:
    • CWT remains independent, which I find very unlikely because its owners will not have achieved their objective to sell their asset.
    • CWT will be acquired.

For the fun of speculation, BCD would run into the same regulatory scrutiny as Amex GBT, so it is not a CWT suitor. FCM parent Flight Centre and Corporate Travel Management probably do not have the financial resources. Steve Singh/Madrona, Navan, Emburse or TravelPerk could probably benefit the most from this development. All of them have new technology but not a global network. For them, CWT’s 4,000 clients are a very attractive asset. With a handful of potential bidders, CWT’s shareholders would find themselves in an unexpectedly comfortable situation.

One Comment

  1. Patrick, thanks for your Op Ed. We both have been around long enough to know that time is the enemy of any deal, and the GBT-CWT acquisition is no exception. The combination makes sense on paper — two established players coming together to create operational efficiencies and scale. But regulators seem to be missing out on how much the travel industry is already shifting under their feet. The biggest competitive threat isn’t consolidation — it’s the rise of AI-driven platforms, direct supplier relationships, and new business models from companies like Navan, TravelPerk and Spotnana.

    I disagree with you about the notion that these tech-first companies should acquire CWT. If there’s one thing I’ve learned from years of working in technology, it’s that innovation stalls as soon as a company prioritizes maintaining legacy systems and customer contracts over building the future. CWT possesses valuable assets — clients, supplier relationships and global infrastructure — but it also comes with legacy baggage that would impede any disruptor attempting to integrate it. The history of technology is filled with examples of acquisitions that seemed promising on paper but ultimately burdened the acquirer with outdated technology and operational complexity.

    The real opportunity isn’t buying legacy players but outpacing them. Corporate travel’s future belongs to platforms natively built for automation, data-driven decision-making and seamless integration with expense and ERP systems. Companies like Navan, TravelPerk and Spotnana don’t need CWT to win — they need to keep pushing forward, stay nimble and avoid the distractions of a legacy integration nightmare.

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