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   Delta Air Lines proposes to acquire Pan Am's route authorities to provide
   air  services between the United States and Europe and  beyond,  together
   with  Pan  Am's Frankfurt hub operation and certain assets  of  Pan  Am's
   shuttle operations.
   The  purchase agreement is part of a wider transaction concluded  between
   the parties in the context of a Chapter 11 US Bankruptcy Code  Procedure,
   under  which  Pan  Am  filed for the purpose  of  reorganisation  at  the
   beginning of January 1991.
   Delta  Air  Lines is one of the major American  air  carriers,  providing
   scheduled  air  transport  mainly in the US, but  also  to  international
   destinations.  Pan  Am's  scheduled  air  transport  activities   concern
   primarily international routes.
   The  Commission has examined carefully the question of the definition  of
   the  relevant  market  analysing the individual  routes  between  various
   European and US cities, as well as the overall market constituted by  the
   most important routes between the US and Western Europe. It has concluded
   that under neither of these approaches would the present operation create
   a  dominant position as a result of which effective competition would  be
   significantly  impeded in the common market or in a substantial  part  of
   it.
   In  reaching  this conclusion the Commission has taken into  account  the
   relatively  limited market shares attained by the parties as a result  of
   the  concentration  and the importance of the other  competitors  in  the
   market.
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