Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229- 64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 30.6.2021  
C(2021) 4968 final  
PUBLIC VERSION 
  
Advanced Micro Devices, Inc.  
2485 Augustine Drive  
Santa Clara , CA 95054  
United States  
Subject : Case M.10097 – AMD/Xilinx  
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004
1 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 26 May 2021, the European Commission received notification of a proposed 
concentrati on pursuant to Article 4 of Council Regulation (EC) No 139/2004 (the 
“Merger Regulation”)  by which Advanced Micro Devices, Inc. (“AMD”, United 
States)  intends to acquire , sole control of Xilinx, Inc. (“Xilinx”, United States ) 
within the meaning of Article 3(1)(b) of the Merger Regulation (the “Transaction” ).3 
AMD and Xilinx together are  hereinafter referred to as the “Parties” and AMD is 
also referred t o as the “Notifying Party”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (the ‘TFEU’) has introduced certain changes, such as the replacement of 
‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used 
throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
3  Publication in the Official Journal of the European Union No C OJ C 210, 3.6.2021, p. 10.  

 
 
2 1. THE PARTIES  
(2) AMD is a publicly listed global semiconductor company headquartered in Santa 
Clara, California, United States. AMD is active primarily in the supply of central 
processing units (“CPUs”), also known as microprocessors, based on the x86 instruction set  architecture and graphics processing units (“GPUs”). AMD is also 
active in the supply of semi-custom processors for the gaming console market that 
combine a CPU, a GPU and other customer IP  as well as chipsets .  
(3) Xilinx  is a publicly listed global semiconductor company headquartered in San Jose, 
California, United States. Xilinx is active primarily in the supply of field programmable gate arrays (“FPGAs”). Xilinx is also active in the supply of a range 
of FPGA-based devi ces, primarily FPGA systems-on-a -chip, FPGA-based 
accelerator cards and an adaptive compute acceleration platform (“ACAP”). Xilinx 
does not offer CPUs, GPUs, APUs or semi -custom processors c omparable to AMD’s 
offerings.  
2. T
HE CONCENTRATION  
(4) Pursuant to an Agreement and Plan of Merger dated 26 October 2020, Thrones 
Merger Sub, Inc., an indirect wholly owned subsidiary of AMD, will merge with and 
into Xilinx, with Xilinx surviving the merger as a wholly owned indirect subsidiary 
of AMD. As a result, AMD will acquire sole control of Xilinx within the meaning of 
Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIMENSION  
(5) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million (AMD: EUR 8 547 million; Xilinx: EUR 2 846 
million) .4 Each of them has a  Union -wide turnover in excess of EUR 250 million  
(AMD: EUR […] million; Xilinx: EUR […] million) , and they do not achieve more 
than two-thirds of their aggregate U nion- wide turnover within one and the same 
Member State .5 The Transaction therefore has a U nion dimension  pursuant to 
Article  1(2) of the Merger Regulation.  
4. RELEVANT MARKETS  
4.1. Introduction  
(6) AMD and Xilinx are both global suppliers of semiconductor products, more 
precisely integrated circuits, also known as chips or microchips. Chips can be found 
in virtually every electronic device or equipment today, such as  personal  computers, 
smartphones, servers, cameras, washing machines, medical equipment, 
telecommunication and network equipment, but also in automotive and industrial applications.   
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
5  Form CO, Section 4.  
 
 
3 4.1.1. The Parties’ products  
(7) AMD’s main products are i) CPUs and ii) discrete GPUs (i.e. GPUs that are not 
integrated with another processor on the same chip), in various  configurations. In 
addition, AMD  offers iii) semi -custom CPUs for t he gaming market and iv) chipsets.  
(8) Xilinx supplies a wide range of FPGAs with various technical parameters and in 
various configurations , as well as FPGA-based  SoCs and FPGA -based  accelerator 
cards . It also offers software and hardware development tools that enable customers 
to customize Xilinx’s FPGA products.  
4.1.2. Description of the products  
4.1.2.1. CPUs  
(9) CPUs operate  as general purpose centralis ed “brains” of computer systems or other 
non-computer equipment (e.g. industrial m achines, cameras etc.). They are able to 
perform all types of operations. Typical CPU operations include running software, 
analysing data, managing networking traffic, and fetching data from memory, as 
well as transferring information to and from other sys tem resources.6 In addition, the 
CPU is the required component to execute the operating system of the host. In 
general, the complexity and performance of a CPU vary according to the field of application.  
(10) CPUs consist of one or multiple cores ,
7 which repre sent the basic processing unit of 
a CPU, and other components tha t are included in the same chip. Depending on the 
intended use of the CPU, t hese additional components can include memory, memory 
controller, links based on the PCIe standard, hard disk drive  (HDD) or solid state 
drive (SSD) interface, video and audio codecs , sensor fusion hub, integrated chipset  
etc.8 This design of incorporating other components of a computer system next to the 
CPU core on the same chip is often referred to as a “system on a  chip” (“ SoC”). 
There is no standardised definition of the term “SoC”, which means  that different 
respondents to the Commission’s market i nvestigation understand the term 
differently.9 The Parties consider that an SoC is a  device that combines several, 
almost all, or even all elements of a computer system  on a single chip.10 The 
Commission will adopt this definition for the purpose of this D ecision, while 
acknowledging, where appropriate, that other definitions are also possible. Under the Parties’  definitio n, all CPUs are S oCs as nowadays there are virtually no chips that 
only have a  CPU core or only several cores without other interfaces or components.  
(11) The main advantage of such a configuration is that  it allows higher bandwidth 
communication between the CPU and the various components . In addition, the SoC 
design saves space and results in lower power consumption relative to having the 
                                                 
6  Form CO, paragraph 215.  
7  Marwedel, P., Embedded System Design, 2021, 4th Edition, Springer Open Access, https://doi.org/10.1007/978-
3-030-60910-8, p. 157 et ss.  
8  Notifying Party’s Response to the Commission’s RFI 2, paragraphs 3.15-3.16.  
9  See the responses to the Commission’s Questionnaire Q1 to competitors and trade associations (“Q1 – Questionnaire to competitors and trade associations”), question 31; and to the Commission’s Questionnaire Q2 to 
customers (“Q2 –  Questionnaire to customers”), question 21.  
10  Notifying Party’s Response to the Commission’s RFI 3, paragraph 3.4  
 
 
4 components on separate chips. These aspects make the SoC design particularly 
suitable for mobile devices (tablets, smartphones), where the form factor of the chips 
and power consumption are important parameters. For the same reasons, a CPU SoC 
design can incorporate not only peripherals but also a different type of processor, namely a GPU. In fact, most CPUs in laptops, deskt ops and smartphones also  
contain a GPU.
11  
(12) For completeness, the Commission notes that under the above definition of SoC, an 
SoC does not have a fixed content and its components vary depending on the task 
the SoC was designed for.12 This also means that not only CPU cores but other 
processors, such as GPUs or FPGAs can also be configured as SoCs. There are, for 
example, SoCs based on FPGAs13 or complex SoCs that combine various processing 
engines. Thus, while  under the definition proposed by the Notifying Part y and 
adopted for this D ecision  all CPUs follow an S oC design (are SoCs), there are many 
SoCs that are not CP Us. The dividing line between SoCs that are CPUs and those 
that are not is the SoC’s main functionality: as long as the SoC chip’s main 
functionali ty are the CPU cores, the SoC will be a CPU. As mentioned in paragraph 
(10) above, this means that next to the CPU cores, the chip contains a number of 
other components (memory, memory controller, PCIe links et c.) and often an 
integrated GPU.  
(13) CPU cores are modelled around an instruction set architecture (“ISA”), which represents the computer language that a CPU is capable of reading to receive 
instructions from the system where it is incorporated.
14 AMD’s CPUs are based on 
the x86 ISA, which was initially developed by Intel. Currently AMD and Intel are the only two players having access to the x86 ISA. CPUs based on the x86 ISA (“x86 CPUs”) represent the majority of CPUs for servers today. The main alternative 
to x86 CPUs is represented by CPUs based on the architecture  developed by ARM, a 
British technology company (“ARM-based CPUs”).
15  
4.1.2.2. GPUs  
(14) GPUs  were f irst introduced to offload simple graphics operations from the CPU but 
today they are also used for workload acceleration in data centres, including in many of the world’s supercomputers. Even though GPUs have more limited functionalities 
than CPUs, they are much better suited to processing graphic images or 
computations that require the parallel execution of an enormous number of relatively 
simple computational tasks  (for example, parallel computation of hundreds of 
thousands of matrix calculations).
16 Thes e kind of tasks can often overburden a CPU, 
which uses sequential (instead of parallel) computation.17 As GPUs are often used to 
                                                 
11  Notifying Party’s Response to the Commission’s RFI 3, paragraph 4.2. See also Intel’s response to Q1 – 
Questionnaire to competitors and trade associations, question 32.  
12  Notifying Party’s Response to the Commission’s RFI 2, paragraph 3.15.  
13  Notifying Party’s Response to the Commission’s RFI 1, paragraph 1.5. See also Intel’s explanation on FPGA 
SoCs at https://www.intel.com/content/dam/www/programmable/us/en/pdfs/literature/ab/ab1 soc fpga.pdf. 
14  See: Instruction Set Architecture by Dr. A. P. Shanthi at https://www.cs.umd.edu/~meesh/411/CA-
online/chapter/instruction-set-architecture/index html . 
15  Form CO, paragraph 258.  
16  Responses to Q1 – Questionnaire to competitors and trade associations, question 4; Q2 – Questionnaire to 
customers, question 4, in particular Microsoft’s response.  
17  See one customer’s response to Q2 – Questionnaire to customers, question 4.  
 
 
5 offload computational tasks from the CPU for which the GPU is well suited and 
accelerate their execution, they are referred to a s “accelerator s”. Accelerators 
include, but are not limited to, GPUs.  
(15) As mentioned in Section 4.1.2.1, GPUs  that are integrated into CPUs are parts of 
CPUs. For the purpose of this Decision, the rest of the GPUs, i.e. GPUs that are not 
integrated another processor technology, are referred to as “discrete GPUs” . Discrete 
GPUs  are used in many areas, which broadly fall into two use cases: i) high 
performance computing and AI applications in data centres and ii) applications requiring high quality graphics or visualisation, such as gaming, compute r-aided  
design (CAD ), flight simulators etc.
18 Discrete GPUs are also commonly offered as 
SoCs ,19 in which the GPU is the main functionality. Furthermore, G PUs are often 
sold as a graphics card, i.e. a ready-made hardware that can be plugged into a 
computer, instead of as a discrete chip.  
4.1.2.3. FPGAs  
(16) FPGAs are a  type of programmable logic device that can be configured by customers 
after fabrication to perform logic and processing tasks.20 The ability to reprogram 
FPGAs with desired application or functionality requirements after manufacturing 
(i.e., “in the field”) distinguishes them from other chips , which cannot be changed 
after fabrication. Due to this feature, FPGAs are an attractive option for applications 
with evolving standards and algorithms.21 Like GPUs, FP GAs can be used in data 
centre servers to offload and accelerate a variety of workloads from a CPU. As such, FPGAs are also included among accelerators, along with GPUs. Lower performance 
FPGAs are used to perform system control and power management tasks  in data 
centres .
22 Other than data centres (servers), FPGAs are also used in a variety of 
vertical industries, including in the telecommunications , automotive, aerospace and 
defence sectors,  and in  industrial controls.23  
(17) Contrary to CPUs and GPUs, which are programmed to perform tasks through the use of software, in the case of FPGAs engineers program directly the hardware. Thus 
FPGAs are deployed for tasks that benefit from dedicated hardware. In such tasks FPGAs offer better latency, connectivity and thus performance than a CPU or GPU 
in combination with software.
24 However, programming directly the FPGA is much 
more difficult than programming via software and thus their use involves higher 
engineering costs relative to CPUs or GPUs.25  
(18) FPGAs, including some of the FPGAs offered by Xilinx,  can be sold as SoCs, i.e. 
with other elements of a computer system on the same die ,26 but this is not 
                                                 
18  Notifying Party’s Response to the Commission’s RFI 2, paragraph 18.2; Resposes to Q1 – Questionnaire to 
competitors and trade associations, question 33; Q2 – Questionnaire to customers, question 23.  
19  Notifying Party’s Response to the Commission’s RFI 1, paragraph 1.5.  
20  Form CO, paragraphs 223-224. 
21  Form CO, paragraphs 223-224. 
22  See for example: https://www.latticesemi.com/en/Blog/2020/02/25/19/33/Different Types of FPGAs. 
23  Form CO, paragraph 312; minutes of a phone call with Intel, paragraph 5.  
24  Minutes of a phone call with Intel.  
25  Minutes of a phone call with Intel.  
26  Notifying Party’s Response to the Commission’s RFI 1, paragraph 1.5. See also Intel’s explanation on FPGA SoCs at https://www.intel.com/content/dam/www/programmable/us/en/pdfs/literature/ab/ab1 soc fpga.pdf. 
 
 
6 necessarily always the case. For example, [20-30]% of Xilinx’s FPGAs are sold as 
SoCs.27 FPGA SoCs usually incorporate also a n ARM-based  CPU, which provide s 
low-power compute functionality to support the FPGA.28 The benefits of the SoC 
design are similar to those discussed in relation t o CPUs: printing the CPU, other 
components and the FPGA logic blocks on the same die results in lower power 
consumption, smaller board size, and higher bandwidth communication between the processor and FPGA.
29 Even though a CPU is included in these SoCs, th e main 
functionality of the chip remains the FPGA technology. As such , these FPGA SoCs 
are very different from the CPU -based SoCs offered by AMD.  
(19) FPGAs can also be sold as FPGA accelerator cards, i.e. as ready -to-use hardware 
that can be inserted into a server’s expansion slot . These cards have the same 
function as the FPGA, i.e. to accelerate the processing of certain workloads by 
offloading them from the server CPU to the FPGA. A type of FPGA accelerator 
card, for example, is the so -called Smart Network Interface Card or Smart  NIC,  
which accelerates  in particular networking functions.  
4.1.2.4. ASICs and ASSPs 
(20) By way of context, accelerators include not only GPUs and FPGAs but also 
application -specific standard products (ASSPs) and applicat ion-specific integrated  
circuits (ASICs).30 ASSPs are custom -designed for a specific function that appeals to 
a wide market. As such they are “off-the-shelf” products that can be purchased in 
identical form by a number of different customers. By contrast , ASICs are custom 
designe d chips for a specific customer.31 As they are custom designed for a specific 
task both chip types offer superior performance for that particular task. ASICs are 
generally used when superior performance (including optimal energy consumption properties) is desired but an ASSP for the specific application is not available and 
the large development cost of a customi sed chip results in economical unit cost in 
light of the large volume of products
32 that will contain the chips. Neither Party 
offers ASSPs or ASICs.  
4.1.2.5. Other products 
(21) Other than the core products mentioned above, AMD also offers semi -custom SoCs 
for the gaming market. These are semi-customis ed chips designed for Microsoft 
and Sony game consoles, built to the order of these customers for their Xbox and PlayStation products respectively.
33 Because of their semi -customis ed nature, they 
are quite different from AMD’s general CPUs and discrete GPUs.  
(22) Finally, AMD also offers chipsets, which are integrated circuits that manage the data flow between the CPU, the main memory, and peripherals such as graphics cards, 
                                                 
27  Notifying Party’s Response to the Commission’s RFI 1, paragraph 1.5.  
28  Form CO, paragraphs 128 – 133.  
29  See: https://www.intel.com/content/dam/www/programmable/us/en/pdfs/literature/ab/ab1 soc fpga.pdf.  
30  Form CO, paragraphs 219-226.  
31  Form CO, paragraphs 225-226.  
32  Responses to Q1 – Questionnaire to competitors and trade associations, questions 6-7. Q2 – Questionnaire to 
customers, questions 5-6. 
33  Form CO, paragraph 363.  
 
 
7 Ethernet, USB or audio devices .34 Often the chipset is integrated with the CPU on 
the same chip in a n SoC configuration, but sometimes it is sold separately from the  
CPU.35 Even in the case of a separate  sale, however, a chipset is only compa tible 
with the CPU it was designed for and does not work with any other CPU.36 For 
instance, AMD makes its chipsets for use with its own CPUs, and an AMD chipset 
cannot be used with an Intel CPU or vice versa. In this sense, chipsets can be 
regarded as CPU accessories rather than independent products. 
4.1.2.6. Interconnect technologies  
(23) In computer systems, the various components need to be connected with the CPU  
using an interconnect technology. The Peripheral Component Interconnect express 
(PCIe) is an open interconnect standard available to everyone on FRAND terms and 
widely used to interconnect high-speed devices,  including CPUs and accelerators, 
especially in servers . In this regard, PCIe ensures interoperability between the 
different components in servers , regardless of the manufacturer that supplied such 
components . All chips supplied by the Parties, as well as by their main competitors, 
are compatible with the PCIe interconnect technology.37 
(24) In recent years, a new open interconnect standard has emerged , the Compute Express 
Link (CXL ), that may replace the PCIe standard. CXL  has been designed to target  
intensive work loads and to offer superior interconnect techn ology between CPUs 
and specialis ed chips such as GPUs, FPGAs etc. compared to the PCIe (e.g. 
improved speed and larger bandwidth). This, among other elements, makes the CXL 
standard more suitable especially for data centres. The CXL standard is backed by a consortium that includes the main semiconductor suppliers (s uch as Intel, AMD,  
ARM, IBM and Xilinx).
38  
(25) Last, certain semiconductor suppliers  other than the Parties (e.g., Nvidia and Intel ) 
have developed proprietary interconnect technologies in order to increase the 
performance of their processor systems.  
4.2. Product  market definition  
4.2.1. Distinction between CPUs, discrete GPUs and FPGAs 
4.2.1.1. Commission precedents  
(26) The Commission dealt with the market definition of semiconductors, and in particular CPUs, GPUs and FPGAs in several previous cases. These include the 
Intel 
antitrust decision (“Intel ”),39 and the  Intel/McAfee40, Intel/Altera41 and 
                                                 
34  Form CO, paragraph 293.  
35  Notifying Party’s Response to the Commission’s RFI 3, paragraph 20.12.  
36  Notifying Party’s Response to the Commission’s RFI 3, paragraph 20.12.  
37  Form CO, paragraph 242 – 250. 
38  Form CO, paragraph 242 – 250. 
39  Case COMP/37.990 –  Intel, Commission decision of 13 May 2009. The decision is currently under appeal in case 
T-286/09 RENV Intel v. Commission.  
40  Case COMP M.5984 - Intel/McAfee, Commission decision of 26 January 2011.  
41  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015.  
 
 
8 Nvidia/Mellanox42 merger decisions. In these cases, t he Commission never 
considered a product market wider than the markets for CPUs, discrete GPUs or 
FPGAs. In other words, it never included CPUs, discrete  GPUs and FPGAs in the 
same product market.  By contrast, in some of these cases it defined narrower 
markets than all CPUs  or all GPUs . 
(27) More specifically, i n Nvidia/Mellanox, the Commission considered that di fferent 
types of accelerators (i.e. GPUs, FPGAs, ASSPs and ASICs) are generally suitable 
for different applications, a nd therefore they are likely not part of the same market.43 
In particular, especially as regards data centre s, the market investigation indicated 
that different types of data processing solutions are suitable for different kinds of tasks.
44 Respondents indicated that  discrete  GPUs have become the default solution 
for specific parallel workloads in datacentres45 and several customers submitted they 
would not be willing to perform certain compute -intensive workloads with other 
accelerators than discrete GPUs for datacentres . On this basis, the Commission 
considered possible product markets for discrete GPUs that d id not include other 
processor technologies such as CPUs and FPGAs.    
4.2.1.2. The Notifying Part y’s view s  
(28) The Notifying Party submit s that different types of accelerators such as GPUs and 
FPGAs belong to separate product markets  in line with the Commission’s approach 
in Nvidia/Mellanox .46 The Notifying Party does not expressly consider the 
distinction between CPUs and FPGAs, or that between CPUs and discrete GPUs. 
However, the Notifying Party’s view that CPUs, GPUs and FPGAs all fall into 
separate market is implicit from the fact that it  only discuss es distinctions w ithin 
these chip types and the  technical description of the products. Namely, the Notifying 
Party  explain s that CPUs are general purpose processors capable of performing all 
types of operations, while accelerators (which include FPGAs and GPUs) are specialis ed chips that improve the processing performance of CPUs by offloading 
certain computational tasks from the CPU.
47 The specialis ed chips are better suited 
to certain tasks than the CPU but they cannot do everything that a CPU can do  and 
entail some drawbacks such as the difficulty of programming, higher power 
consumption etc.48 The Notifying Party further explains  that each accelerato r is 
suitable for different operations with GPUs being ideal for processing graphic images or computations that require massive parallel execution of relatively simple 
computational tasks  and reprogrammable FPGAs being an attractive option for 
applications  with evolving standards.
49 The Notifying Party also note s that FPGAs 
offer high performance with low latency but programming an FPGA is difficult.  
                                                 
42  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019.  
43  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraph 27.  
44  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraph 27.  
45  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraph 28.  
46  Form CO, paragraphs 368. Precisely, the Parties consider distinct GPUs a separate product market from “data 
centre processing and acceleration soluti ons (such as FPGAs, ASICs / ASSPs or other acceleration technologies).  
47  Form CO, paragraphs 215-226.  
48  Form CO, paragraphs 215-226.  
49  Form CO, paragraphs 219-226.  
 
 
9 4.2.1.3. The results of the market investigation and the Commission’s assessment  
(29) In line with the Commission’s consistent case practice, the market investigation 
confirms that  CPUs, discrete GPUs and FPGAs belong to different product markets.  
(30) A large majority of both customers and competitors was of the view that FPGAs are  
almost never credible al ternatives to CPUs and GPU s or that any substitution 
between these chips is limited to some very specific applications.50 For example a 
customer submitted that FPGAs can only replicate GPUs in limited circumstances 
within a networking context and that FPGAs  cannot typically operate a software like 
a CPU.51 Another customer considered that GPUs excel in processing information 
streams in a highly parallel manner and FPGAs generally cannot do the same. If  this 
is possible in the case of very performant FPGAs, the power consumption and cost 
of an FPGA wo uld be higher than that of a GPU so as to ex clude substitutability. 
This view was echoed by another customer who submitted that even if an FPGA can 
be programmed to execute similar tasks as a CPU, it would have a different power 
consumption and cost profile.52 In the same vein, another respondent  observed that if 
multicore GPU and CPU functions are implemented via an FPGA, the FPGA would 
have lower clock speed, higher power consumption and thus would not be 
competitive.53 A competitor submitted that CPUs are more versatile than FPGAs and 
are consequently far more suitable for performing general computing workloads, 
which have a large quotient of serial computations. GPUs are typically more 
efficient and cost -effective than FPGAs in performing parallel computations, which 
are used in many high-performance computing (HPC) and AI workloads. FPGAs, on the other hand, are better suited than CPUs or GPUs to workloads for which an 
application -specific chip design is desirable and the FPGA implementation is 
economical
54 (versus ASSPs or ASICs).  
(31) The responses thus confirm that CPUs are optimi sed for general purpose computing 
and sequential proces sing, while GPUs are optimis ed for the parallel execution of a 
very large number of s imple tasks.  Although FPGAs can be programmed to do 
similar computational tasks, they are a poor substitute for both GPUs and CPUs in 
these functions in terms of energy consumption, cost and/or performance. By 
contrast , FPGAs are better suited to , and offer superior performance in, workloads 
requiring a specific hardware. Thus , the Commission considers that there is no 
demand-side substitution between CPUs and GPUs on the one hand and FPGAs on 
the other hand.   
(32) The results of the market investigati on were equally conclusive on the demand-
substitutability between CPUs and GPUs. A very large majority of both competitors 
and customers considered that CPUs and GPUs are almost never credible 
alternatives to each other or that any substitution is limited to certain very specific 
cases.55 Almost all qualitative replies point ed to the distinction mentioned before, 
                                                 
50  Responses to Q1 –  Questionnaire to competitors and trade associations; Q2 – Questionnaire to customers, 
question 3.  
51  One customer’s response to Q2 – Questionnaire to customers, question 3.  
52  One customer’s response to Q2 – Questionnaire to customers, question 3.  
53  One customer’s response to Q2 – Questionnaire to customers, question 3.  
54  One competitor’s response to Q1 – Questionnaire to competitors and trade associations, question 3.  
55  Responses to Q1 –  Questionnaire to competitors and trade associations, question 4; Q-2 Questionnaire to 
customers, question 4.  
 
 
10 namely that CPUs are general purpose processors that can do all tasks but operate 
with sequential processing  (which most computational tasks require)  and thus do not 
handle well tasks that require parallel sequencing of a large number of simple tasks  
(e.g. hundreds of thousands of matrix calculations in parallel or rendering an image or video, which requires the parallel processing of a multitude of pixels) . By 
contrast , GPUs are specialis ed chips exactly for this type of computational tasks but 
as specialis ed chips they are  less suited to general computational tasks . Contrary to 
CPUs, GPUs are also not able to do all types of computations  as many alg orithms 
are not suited for GPU execution.
56  
(33) In line with the results of the market investigation, the Parties’ internal documents show that [evaluation of AMD’s and Xilinx’s products].
57 58  
(34) As regards supply- side substitution, all responding competitors confirmed that a 
semiconductor company that is only active in the design and supply of either of the 
three chips (CPUs, discrete GPUs, or F PGAs) cannot switch to supplying  one of the 
other two chips within 6 months and at modest costs.59 Respondents submitted that 
the relevant timeframe for new chip development is 3-5 years and the requisite investment is very substantial. In addition, de novo developments of GPUs or 
FPGAs by players active in the supply of other chips are exceptional (one case of de 
novo GPU development by Intel) or non-existent (FPGAs).
60  
(35) Accordingly, for the purpose of the present Decision , the Commission concludes that 
CPUs, discrete GPUs and FPGAs belong to separate product markets.  
4.2.2. CPUs 
4.2.2.1. Commission precedents  
(36) In Intel,61 the Commission found that there is  no substitutability between (i) x86 
CPUs and ii) non-x86 CPUs . Demand substitution was excluded because non-x86 
CPUs were incompatible with the Windows operating system and the x86 
architecture was the standard archite cture in the market , and products and 
applications designed for the x86 CPUs would not run on a CPU with a non-x86 
architecture.62 The Commission also excluded supply-side substitution in light of the 
evidence, which indicated that switching production between CPUs of different 
architectures requires several years and very large sunk costs.63 In the same decision, 
the Commission also found that there is no substitutability between (i) CPUs for computers; and  (ii) CPUs for non-computer devices .
64 From the demand side, the 
                                                 
56  Responses to Q1 –  Questionnaire to competitors and trade associations, question 4; Q-2 Questionnaire to 
customers, question 4.  
57  [Internal document].  
58  Parties’ internal documents submitted under Form CO section 5.4 and in copy under US-HSR section 4-c and 
4-d; Minutes of a call with Microchip.  
59  Responses to Q2 – Questionnaire to customers, question 5.  
60  Responses to Q2 – Questionnaire to customers, question 5.  
61  Case COMP/37.990 –  Intel, Commission decision of 13 May 2009.  
62  Case COMP./37.990 – Intel, Commission decision of 13 May 2009, paragraphs 803-808.  
63  Case COMP/37.990 –  Intel, Commission decision of 13 May 2009, paragraphs 821-824.  
64  Case COMP/37.990 – Intel, Commission decision of 13 May 2009, paragraphs 814, 831, 835. These non-
computer devices include cameras, washing machines, calculators, fridges, industrial robots, medical devices, 
 
 
 
11 performance of non-computer CPUs was insufficient for use in computer systems 
and they were incompatible with the operating systems that run on computers. There 
was also no supply- side substitutability based on the time and cost necessary t o 
switch production between these CPU types.65 The Commission also considered, but 
eventually left open, whether the relevant product market for  x86 CPU s should be 
further segmented based on the different computer devices in which x86 CPUs are 
incorporated, i.e. x86 CPUs for: ( i) desktops ; (ii) laptops ; and (iii) servers .66  
(37) In Intel/McAfee, the Commission concluded, in line with the Intel decision , that x86 
CPUs constituted a relevant product market separate from non-x86 CPUs.67 In the 
same decision, the Commission again  considered the possible  segment ation of the 
market  for x86 CPUs  into x86 CPUs for (i) servers ; (ii) desktops ; (iii) notebooks ; 
and (iv) certain new types of devices, such as netbooks, tablets, handheld devices 
and consumer electronics . However, the Commission eventually left such possible  
segmentation open.68 
(38) In Intel/Altera , the Commission considered product markets for CPUs segmented by 
device type and architecture . The market investiga tion suggested that it is 
appropriate to segment the CPU market by device type ,69 whereas  the results  
regarding a possible  segmentation by architecture were mixed70 in that respondents 
indicated a lack of substitutability for computer devices and a certain degree of substitutability for CPUs  for non-computers . The Commission, in any case, left the  
product market definition open.
71  
4.2.2.2. The Notifying Part y’s view s  
(39) The Notifying Party agree s with the Commission’s approach in Intel/Altera insofar 
as the Commission determined that a single re levant product market might exist 
encompassing all CPUs, but that further segmentation might be appropriate .72 
However, i n the Notifying Party’ view, for the purpose of this Decision  it can be left 
open whether the relevant product market for CPUs should be segmented based on 
(i) the type of architecture  used (x86 CPUs vs. non-x86 CPUs); (ii) CPUs used in 
computer or in non-computer devices; and, within CPUs for computer devices , (iii) 
the type of device  into which the CPU is incorporated (e.g. se rvers, desktops, laptops 
etc.). According to the Notifying Party, the Transaction does not raise any 
competition concerns regardless of the precise market definition.  
(40) With regard to these distinctions , the Notifying Party adds that CPUs  for computer 
devices and CPUs for non-computer devices  (i.e. CPUs used in an industrial 
machine)  may constitute separate relevant product market s.73 In this regard, the 
                                                                                                                                                      
cars, cash registers, ATMs etc. The industry sometimes refers to these as “embedded CPUs”. The Commission 
will use the term “CPUs for non-computers” to designate these CPUs.   
65  Case COMP/37.990 –  Intel, Commission decision of 13 May 2009, paragraphs 825-830.  
66  Case COMP/37.990 –  Intel, Commission decision of 13 May 2009, paragraph 835.  
67  Case COMP M.5984 - Intel/McAfee, Commission decision of 26 January 2011, paragraph 28.  
68  Case COMP M.5984 - Intel/McAfee, Commission decision of 26 January 2011, paragraphs 29 -  30. 
69  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraphs 19-20.  
70  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraph 21.  
71  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraph 22.  
72  Form CO, paragraph 344.  
73  Form CO, paragraph 355.  
 
 
12 Notifying Party submit s that there is limited substitutability on the demand side , as 
non-computer applications require certain characteristics, such as longevity , low -
power consumption and mec hanical and thermal robustness that CPU s for computer 
devices do not have. Buyers of CPUs for non-computer applications require devices 
with a high degree of reliability rather than fas t and powerful compute engines. 
Furthermore, industrial systems are often certified, therefore non-computer CPUs 
need to resist for a longer period in the sa me system  than computer CPUs, in order to 
avoid expensive re -certification process.74  
(41) However, on the supply side, the Notifying Party considers  that there is 
substitutability between these types of CPUs , as suppliers of one type can easil y 
switch to desig ning and supplying CPUs of the other type. The Notifying Party 
submit s that AMD and Intel are a case in point, as they both offer a range of CPUs 
for non-computers  alongside their high-performance CPUs for computer devices. 
More specifically, AMD’s CPUs for non-computers  are based on their computer 
CPUs, which are modified to meet the requirements of customers in the non-
computer space .75 In any event, the Notifying Party considers  that the relevant 
product  market definition can remain  open, since the assessment of t he Transaction 
remains unchanged whether or not CPUs  for computer and for non-computer devices  
belong to separate product markets.76  
(42) The Notifying Party submit s that SoCs in which the main element is a CPU should 
be regarded as CPUs and thus part of the CPU product market .77 In the notifying 
Party’s view,  even if SoCs  include a number of different components of a computer 
system, an SoC’s primary functionality is what defines it as a device. Furthermore, 
the Notifying Party explained that today, CPU cores are always sold with additional 
functionalities on the same chip, i.e. packaged as an SoC, although the industry has continued to refer to them as CPUs . Therefore, it should not be considered that a 
chip containing CPU cores p lus additional functionalities, where the CPU 
technology remains the central element of the chip, forms a separate product market 
from the “pure” CPU cores, which are almost no lon ger sold on a standalone basis.
78  
(43) Likewise , the Notifying Part y considers  that CPUs ( SoCs ) that incorporate  both CPU 
and GPU technologies are a type of CPU and should not be regarded as part of a separate product market . AMD uses the term Accelerated Processing Unit (APU) for 
these CPUs.  This is because the CPU is the cent ral element of the chip, the chip’s  
primary function is to act as compute engine. The Notifying Party submit s that 
today, a CPU contains a built -in GPU in approximately 80% of notebooks  (laptops)  
and desktops , and almost 100% of all notebooks  (laptops).
79  
(44) In sum, the N otifying Party submit s that the relevant product  market for CPUs is the 
same as SoCs in which the principal element is the CPU cores . In its view, this 
includes also CPUs with a built -in GPU, which the Notifying Party refers to as 
APU s. As regards possible segmentations of the market for all CPUs, the Notifying 
                                                 
74  Form CO, paragraph 356.  
75  Form CO, paragraphs 357 – 358.  
76  Form CO, paragraph 359.  
77  Form CO, paragraph 346.  
78  Form CO, paragraphs 148 – 169.  
79  Form CO, paragraph 351 and paragraphs 190 –  196.  
 
 
13 Party considers  that, for the purpose of this Decision , it can be left open whether the 
CPU product market should be further segmented based on: (i) the architecture used; 
(ii) CPUs for computer or non- computer devices;  and, within CPUs for computer 
devices,  (iii) the type of device in which they are incorporated.   
4.2.2.3. The results of the market investigation and the Commission’s assessment  
(45) The Commission  will first consider the  Notifying Party’ explanations  on CPUs, 
CPU -based SoCs , and CPUs containing an integrated GPU, followed by the 
potential distinctions considered in the precedents.  
A) CPUs, CPU -based SoCs and CPUs containing an integrated GPU  
(46) Half of competitors and a majority of customers who have replied to the market 
investigation considered that, indeed, most CPUs are supplied as SoCs.80 A 
significant minority  of all respondents  did consider the statement to be incorrect but, 
as indicated in Section 4.1.2.1, this is mainly because the ter m “SoC”  does not seem 
to have a consistent meaning in the industry. For example, one respondent only 
considers a CPU an SoC if the chip incorporates certain input/output functions and under this definition not all CPUs are SoCs.
81 However, the same responde nt also 
noted that even the CPUs that are not SoCs under its definition contain components (such as graphics rendering) that once had been handled by separate chips, i.e. it 
confirmed that CPUs contain other components than cores. Some respondents used 
the term SoC as the opposite of a “discrete CPU” i.e. they considered SoCs to be 
only those chips that contain more than one type of processors, e.g. a CPU and a 
GPU.
82 One respondent  noted that the issue appears to be more semantic than 
substantive.83 Indeed, as factually almost all, if not all , CPUs contain elements other 
than the cores, under the definition put forward by the Notifying Party and adopted 
for the purpose of this  Decision (see Section 4.1.2.1), CPUs are sold in an SoC form 
and are thus SoCs.  
(47) It also appears to be very common that CPUs include a GPU on the same die, in 
particular in smartphones, tablets, laptops and desktops.84 Specifically , in 80% of all 
notebooks (laptops) and desktops,  and in 100% of notebooks (laptops),  the CPU 
includes an int egrated GPU .85 Given that in these cases the main functionality of the  
SoC is a CPU (the integrated GPU mainly handles image and video rendering but this is just one of the many functions of a computer) and that the competitive reality 
is that in the notebook (laptop) and desktop  segments CPUs generally contain a 
GPU, it is a reasonable approach to regard these SoCs as CPUs . Thus, under the SoC 
definition proposed by the Notifying Party and adopted for this Decision , it appears 
to be correct that all CPUs are sold as SoCs and that these include CPUs with an 
                                                 
80  Responses to Q1 – Questionnaire to competitors and trade associations, question 31; Q2 – Questionnaire to 
customers, question 21.  
81  Responses to Q2 – Questionnaire to customers, question 21.  
82  See for example the responses of several customers to Q2 –  Questionnaire to customers, question 21.  
83  Responses to Q2 – Questionnaire to customers, question 21.  
84  Notifying  Party’s Response to the Commission’s RFI 3, paragraph 4.2 and Form CO paragraphs 192 –  196. See 
also one competitor’s response to Q1 –  Questionnaire to competitors and trade associations, question 32.  
85  Notifying Party’s Response to the Commission’s RFI 3, paragraph 4.2 and Form CO paragraphs 192 –  196. See 
also one competitor’s response to Q1 –  Questionnaire to competitors and trade associations, question 32.  
 
 
14 integrated GPU.86 On that basis and for the purpose of the present Decision , the 
Commission will not distinguish CPUs from CPU -based S oCs or discrete CPUs 
from CPUs that contain a n integrated GPU.87  
(48) For completeness, as explained in Section 4.1.2.1, the Commission notes that there 
are SoCs that are not CPUs, e.g. FPGAs are also sometimes sold as SoCs. Thus 
while under the definition proposed by the Notifying Party all  CPUs are SoCs, the 
reverse is not true (i.e. not all SoCs are CPUs).  
B) Distinction between CPUs for computers and CPUs for non-computers  
(49) All competitors and roughly half of customers that expressed a view considered that 
CPUs for computers and CPUs for non-computers are substantially different and that they are not substitutable.
88 The factors mentioned are consistent with those 
mentioned by the Notifying Party: CPUs for computers have to be more performant, whereas CPUs for non-computers nee d to produce les s heat, consume  less power and 
be more resistant to high and low outside temperatures and other weather 
conditions.
89 However, half of the customers considered that CPUs for computers  
and CPUs for non-computers  are interchangeable and many responses indicate d that 
in certain cases computer CPUs can be used in non-computer systems.90 Contrary to 
the Notifying Party’s view , supply-side substitution appears to be excluded as 
respondents indicated that switching production involves much longer t imeframes 
than 6 months and involve s significant investments.91 This is all the more so  in the 
case of CPU suppliers using the x86 instruction set (such as Intel and AMD) as a 
majority of CPUs for non-computers  are based on the ARM architecture.92 Overall,  
taking all the responses into account, CPUs for computers and CPUs for non-
computers (sometimes also referred to as “ embedded CPUs  in the industry) are more 
likely than not to constitute separate markets. However, as the distinction does not 
change the comp etitive assessment, the Commission leaves the definition open.  
C) Distinction between CPUs based on architecture  
(50) As regards a possible distinction between CPUs based on the architecture , a majority 
of customers and competitors  that responded to the market investigation  indicated 
that ARM CPUs and x86 CPUs are credible alternatives to each other.93 In the same 
vein, some respondents submitted that these two architectures compete  with each 
other. However, several respondents noted that the constraints are not symmetrical in 
                                                 
86  As mentioned before AMD refers to CPUs with an integrated GPU as APUs. However, this is an AMD product 
name and the term is not used universally in the industry.  
87  The Commission reiterates that these are largely semantic issues. If CPUs containing a GPU were not CPUs, then 
in certain segments (e.g. laptops, desktops) there would not be a CPU market to speak of, whereas the industry generally considers that laptops do have CPUs. The competitive reality would not change, however, as the same 
firms would compete in the segments where CPUs with integrated GPUs are common, just the product name 
would be different.  
88  Respones to Q2 – Questionnaire to customers, question 17.  
89  Respones to Q1 – Questionnaire to competitors and trade associations, question 24.  
90  Respones to Q2 – Questionnaire to customers, question 17.  
91  Respones to Q1 – Questionnaire to competitors and trade associations, question 25.  
92  See one competitor’s response to Q1 –  Questionnaire to competitors and trade associations, question 25.  
93  Responses to Q1 – Questionnaire to competitors and trade associations, question 26; Q2 – Questionnaire to 
customers, question 18.  
 
 
15 that ARM -based CPUs constrain x86-based  CPUs , but this is not true vice -versa.94 
Consistent with this , a competitor noted that switching between architectures ha ve so 
far been observed only in the direction towards ARM architecture from x86 and not 
vice-versa.95  
(51) Furthermore, all but one respondents considered that switching between the two 
architectures involves substantial costs as it requires the re -writing of the software 
stack and rethinking the whole hardware architecture.96 This is consiste nt with the 
finding in the precedents that CPU architecture and the software running on the 
computer have to be compatible. T his clear feedback on high switching costs 
indicates that users may not be able to switch between the different architectures as a 
result of a 5-10% relative price increase in the price of CPUs of either architecture. 
Even if a switch happens, it is likely to be a long term choice that is not likely to be reversed in the short term due to the same switching costs. Put differently, swi tching 
between CPUs of different architectures involves switching between two 
ecosystems, which would not necessarily happen in response to relative price 
changes of 5-10% in the price of the CPUs . In other words , the constraints of the 
different architect ures on each other may be weaker and less immediate than  that 
which would justify placing the CPUs in the sa me product market; rather, the 
constraints may be out -of-market constraints that trigger one-off type switching  in 
the long term . The Commission als o notes that CPU users  that do not write their own 
software could only switch if their software supplier creates a version of the software 
suitable for another CPU architecture . However, the software vendor is unl ikely to 
produce  such a version unless there is significant c ustomer demand for it , which 
creates a negative feedback loop that may  hinder switching.   
(52) Thus, while there appears to be some level of competitive constraint between CPUs 
of different architectures, the indications are that these ar e unidirectional (ARM 
CPUs constrain x86 CPUs but not vice -versa) and no t immediate enough for 
including  the CPUs of different architectures in one product market. However, as the 
distinction would not change the competitive assessment of this case, the 
Commis sion leaves the definition open.  
D) Distinction by device type within CPUs for computers  
(53) Respondents provided some indication that CPUs used in different device types (e.g. 
servers, desktops, laptops, smartphones etc.) have different characteristics due to 
different requirements, for instance, in terms of performance and size.
97  
(54) In any case, the Commission considers that, for the purpose of this Decision , it can 
be left open whether the product market for CPUs  should be segmented according to 
any of the distinctions  set out above, as the Transaction does not raise competition 
concerns under any of the possible product market definitions.  
                                                 
94  Responses to Q1 – Questionnaire to competitors and trade associations, question 26, and Q2 – Questionnaire to 
customers, question 18.  
95  Respones to Q1 – Questionnaire to competitors and trade associations, question 26. 
96  Respones to Q1 –  Questionnaire to competitors and trade associations, question 27; Q2 –  Questionnaire to 
customers, question 19.  
97  Respones to Q1 –  Questionnaire to competitors and trade associations, question 29; Q2 –  Questionnaire to 
customers, question 20.  
 
 
16 E) Conclusion  
(55) In sum, the Commission leaves the question whether the product market for CPUs 
should be further segmented ba sed on (i) the architecture ; (ii) the use in computer or 
non-computer devices; and, iii) within CPUs for computer devices , the different 
device types . Moreover, the Commission considers that, for the purpose of this 
Decision  and under the definition set ou t in Section 4.1.2.1,  all CPUs are SoCs, and 
that it is very common that CPUs include an integrated GPU. Thus , the Commission 
will not distinguish CPUs from CPU -based S oCs or discrete CPUs from CPUs that 
contain a GPU.  
4.2.3. Discrete GPUs 
4.2.3.1. Commission precedents  
(56) In Nvidia/Mellanox , as explained in paragraph (27), the Commission considered that 
discrete GPUs are part of a separate product market compared to other type s of 
processing solutions .98 In this context, t he Commission also concluded that  GPUs  
integrated into another chip are distinct products compared to discrete GPUs, i.e. 
GPUs that do not comprise another processor technology.99  
(57) Within discrete GPUs, the Commission considered a distinction between: (i)  discrete 
GPUs for datacentres ; and (ii) discrete GPUs for gaming . In this respect, the market 
investigation confirmed that (i) discrete GPUs for data centres, on the one hand, and 
(ii) discrete GPUs for gaming, on the other hand, are in different relevant product 
markets. Respondents indicated that, despite these products having the same 
architecture, they have  different levels of performance due to, among other reasons , 
technical limitations of discrete GPUs for gaming.100  
(58) Against this background, the Commission found that there is a separate relevant 
product market for discrete GPUs for datacentres.101  
4.2.3.2. The Notifying  Part y’s view s 
(59) The Notifying Part y agree s with the Commission’s finding s in Nvidia/Mellanox  with 
respect to distinct product markets for i) discrete GPUs for data  centres and ii) 
discrete GPUs for gaming . In that that regard, the Notifying Party states that the 
architecture of discrete GPUs for gaming  is optimised for a maximum of frames per 
minutes while the architecture of discrete GPUs for data  centres  is optimised for 
flops per second.102 The Notifying Party submit s that these two architectures 
continue to diverge in terms of capability and performance, and that  substitutability 
between discrete GPUs for data  centres and discrete GPUs for gaming will likely 
decrease further in the  future.103 According to the Notifying Party, there is no basis 
for any additional distinctions further to the one between discrete GPUs for data 
                                                 
98  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraphs 27-34.  
99  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraph 30.  
100  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraph 26.  
101  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraph 38.  
102  Form CO, paragraph 369.  
103  Form CO, paragraph 369.  
 
 
17 centres and for gaming, as GPUs a re flexible enough to be used, for instance, across  
different industrial sectors (e.g. automotive, telecommunications etc.).104 The 
Notifying Party adds that the term discrete GPUs for gaming should be understood 
broadly, i.e. their use includes not only gaming but all other applications where 
professional visualisation is necessary, such as computer aided design (CAD), flight 
simulation and other application etc ., even if gaming remains the primary use for 
such GPUs.105  
(60) The Notifying Party also submit s that integrated GPUs are not substitutable  with 
discrete GPUs, in particular for dat a centre and high performance computing 
applications . The Notifying Parties  considers  that only discrete GPUs are capable of 
performing compute -intensive workloads  or guarantee the video quality for gaming 
and othe r professional visualis ation tasks.106  
(61) More over, according to the Notifying Party, graphics cards should not be considered 
as forming a separate product market. In the Notifying Party’s view, graphics cards  
are a mere way of selling a GPU , and they bring only limited additional value in 
comparison to the GPU technology that graphics cards contain. This is true in 
particular as regards graphics cards used in data centres, where the GPU is more 
expensive and the cost of the add-on board, which remains fixed, accounts only for a 
small proportion of the  final price of the graphics card.107 Further, [information on 
AMD’s products]. Therefore , the Notifying Party notes that any distinction between 
discrete GPUs  would also apply to graphics cards. In any case, the  Notifying Party 
notes that only [5-10]% of AMD’s GPUs are offered as graphics cards ,108 and that 
the distinction between discrete GPUs and graphi cs cards can be left open, since this 
does not affect the competitive assessment of the Transaction.109  
(62) In any case, the Notifying Party argue s that the exact scope of the GPU product 
market can be left open due to the absence of competition concerns in  relation to this 
Transaction under any plausible  product market  definition.110  
4.2.3.3. The results of the market investigation and the Commission’s assessment  
(63) In line with the  Nvidia/Mellanox  precedent and with the Notifying Party’s view , an 
overwhelming majority of respondents to the market investigation confirmed the 
approach taken in Nvidia/Mellanox . Thus, respondents confirmed that integrated 
GPUs on the one ha nd, and discrete GPUs  on the other hand belong to separate 
product market s and that discrete GPUs for gaming and discrete  GPUs for data 
centres form separate product markets.111 As a customer  summaris ed, “Integrated 
GPUs are really marketed under the CPU brand, not the GPU itself so the two 
markets are distinct.  Furthermore, GPU architectures has specialized to the point 
                                                 
104  Form CO, paragraph 371.  
105  Notifying Party’s Response to RFI 3, paragraph 18.2.  
106  Form CO, paragraph 370.  
107  Notifying Party’s Response to Commission’s RFI 5.  
108  Ibid.  
109  Form CO, paragraph 372. The Parties further note that that AMD does not distinguish revenues from add-on 
boards without GPUs separately from revenue from GPU chips.  
110  Form CO, paragraph 368.  
111  Responses to Q1 – Questionnaire to competitors and trade associations, question 33; Q2 – Questionnaire to 
customers, question 23.  
 
 
18 where a data center or AI type GPU is no longer as computationally efficient at 
video p rocessing [as] a gaming GPU even though their constit uent design IP library 
is identical ”112 This also confirms that, as discussed in relation to CPUs and GPUs 
(Section 4.1.2.1 and 4.2.2.2), integrated GPUs are mainly sold as parts of CPUs .   
(64) Furthermore, discrete GPUs and graphics cards appear to fall into the same market 
based on supply-side substitution. Indeed, the core component of a graphics card is the discrete GPU,  whereas the card that houses the GPU  is a simple and relatively 
inexpensive device that can be added at little cost  by any discrete GPU supplier.  
Based on the information provided by the Notifying Party, the costs related to the 
manufacturing of the card by an external manufacturer, in case of data centre 
graphics cards, account for [percentage range] of the total production costs, and the 
component that determines the final price of a graphics card is the GPU 
technology.
113 Thus, AMD could easily and at modest cost redirect this volume of 
GPUs to manufacturing own-brand graphics cards using an external manufacturer 
for add-on boards. In additi on, no proprietary knowledge is necessary to build such 
boards, unlike the design of a GPU that requires specific technical know -how.114  
(65) In light of the precedents and of the results of the market investigation, the 
Commission concludes , for the purpose of the present Decision , that discrete GPUs 
constitute a separate product market from integrated GPUs , which are usually 
integrated into CPUs . Likewise, the Commission concludes that discrete GPUs for 
data centres and discrete GPUs for gaming and professional  visuali sation constitute 
separate markets. Graphics cards would fall into the same market as the discrete 
GPU they house.  
4.2.4. FPGAs  
4.2.4.1. Commission precedents  
(66) In Intel/Altera115, the Commission considered the potential distinction between 
FPGAs and Complex Programmable Logic Devices (“CPLDs”) , i.e. are another type 
of programmable logic devices that can be configured by customers and are primarily used as “glue logic”  to interface with other integrated circuits in a system . 
The Commissio n also assessed the p otential distinction between FPGAs and ASICs  
and ASSPs, which are also specialised, albeit not reprogrammable, hardware .  
(67) In addition, the Commission  also examined distinctions within  FPGAs based on 
(i) performance characteristics (i.e., between high-end, mid-range, and low -end 
devices) ; and (ii) the type of device FPGAs are installed into (i.e., desktops, laptops, 
and servers). Moreover, the Commission considered whether FPGA for servers 
could be further distinguished based on ( iii) the FPGA’s intended use 
                                                 
112  Response of one customer to Q2 –  Questionnaire to customers, question 23.  
113  Notifying Party’s Response to the Commission RFI 5.  
114  Notifying Party’s Response to the Commission RFI No 5. The Notifying Party explained that the only factor that prevents AMD from manufacturing their own boards is the investment required to build a manufacturing facility, 
while manufacturers, rather than owning specific IP or know-how, benefit from economies of scale and therefore 
offer lower costs for the manufacturing process, that make it convenient for AMD to outsource the 
manufacturing.  
115  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015.  
 
 
19 (i.e. computing, networking, storage) and whether, iv) within FPGAs for computing 
in servers, there is a separate market  for FPGAs for workload acceleration.  
(68) With respect to FPGAs and CPLDs, the market investigation indicated that these two 
products are not interchangeable as they have different functionalities and 
characteristics, target differe nt user categories and are built  upon different 
architectures. In particular, compared to FPGAs, CPLD s are generally significantly 
less perfor mant in terms of computing capability and speed, while being more 
complex and less configurable .116  
(69) With respect to FPGAs and ASICs or ASSPs, the  market investigation indicated that 
FPGAs could be an alternative ASICs  or ASSPs , but also underlined important  
differences. In particular, FPGAs can be configured to a higher degree by customers using specialised software.
117 Furthermore, FPGAs come with lower time -to-market, 
lower fixed costs and higher variable cost  than ASICs or ASSPs . Given the different 
cost st ructure, ASIC and ASSPs can offer significant performance advantages vis -à-
vis FPGAs for companies with sufficient financial and technical resources who need 
larger quantities.118  
(70) Eventually, the Commission found that : (i) FPGAs and CPLDs; and (ii) FPGAs an d 
ASICs/ASSPs  fall into different product markets , but left open the issue whether  
segmentations within FPGA product s are warranted, as the transaction did not raise 
any concerns under any market definition based on the considered distinctions .119  
4.2.4.2. The Notifying Part y’s view s 
(71) The Notifying Party submit s that FPGAs fall into separate product markets from 
GPUs, ASICs , ASSPs and other acceleration technologies.120 However, the 
Notifying Party submit s that the Commission should not segment the FPGA market 
further based on (i) performance characteristics, (ii) type of device, (iii) intended use 
(in particular, as between computing, networking, or storage in a data centre), nor  
based on (iv) the vertical industry in which FPGAs are used (e.g. automotive, 
communic ations etc.). This is because  FPGAs are generic, programmable logic 
devices that can serve all purposes .121  
(72) Moreover, the Notifying Party submit s that the Commission has never considered 
segmenting the market for FPGAs between FPGAs for computer devices (mostly 
servers) and embedded FPGAs  (i.e. FPGAs used in non-computer devices). In the 
Notifying Party’s view, such segmentation is not warranted, because: (i) there is no 
fundamental difference between FPGAs used in servers and FPGAs used in embedded applications; (ii) conditions in the supply of FPGAs are broadly similar 
                                                 
116  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraph 41.  
117  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraph 43.  
118  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraph 43.  
119  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraphs 40, 53.  
120  Form CO, paragraph 379.  
121  Form CO, paragraph 380.  
 
 
20 across all industry sectors;  and (iii) the majority of FPGAs are used in embedded 
applications in any case.122  
(73) In any case, t he notifying Party submit s that the exact  scope of the product market 
for FPGAs can be left open due to the absence of competition concerns raised by the  
Transaction under any plausible definition.123  
4.2.4.3. The results  of the market investigation and the Commission’s assessment  
A) Distinction between FPGAs and CPLDs, ASICs and ASSPs  
(74) As regards CPLDs, respondents to the market investigation nearly unanimously  
confirmed that they are not substitutable with FPGAs  neither from  a demand, nor 
from a supply perspective , due to the wide performance gap and the large differences 
in production know -how.124  
(75) The market investigation also confirmed, in line with the precedents, that although in 
some cases both FPGAs and ASICs could be deployed for the same task, there is a 
large difference in their cost structure.125 Namely, respondents indicated that 
designi ng an ASIC involves very substantial fixed costs and thus they are worth to 
deploy only in large quantities. By contrast, FPGAs have  low unit costs but 
programming the FPGA involves considerable variable costs. Thus , FPGAs are 
mostly worth deploying in small or medium quantities, while ASICs are worth 
deploying in large quantities which implies that the substitutability between FPGAs 
and ASICs is minimal.126  
(76) By extension, the same applies to ASSPs with the difference that, contrary to ASICs, the cost of the ASSP development can be spread over several customers. Thus, if  the 
need for a specific optimis ed hardware is large enough in the overall market so as to 
lower the unit cost of ASSPs, ASSPs will be preferred over FPGAs as they do not 
need to be programmed and are off-the -shelf  products . However, if there are no 
ASSPs for a given application where specialis ed hardware is needed or the e xpected 
volumes are not large enough to make the ASSP development economical, FPGAs 
will be preferred. Moreover, regardless of economics , FPGAs will be preferred for 
workloads where specialis ed hardware is desired but the methods are evolving and 
thus the chip needs to be reprogrammed from time to time. ASSPs and ASICs not 
being reprogrammable, they cannot be deployed in such cases.  
B) Potential distinctions within FPGA products  
(77) The feedback received in relation to a possible segmentation of FPGAs based on the 
performance levels (i.e. high-end, mid-range and low -end FPGAs), was somewhat 
mixed as regards demand-side  substitution. Respondents were close to equally split 
                                                 
122  Form CO, paragraphs 382 – 383. 
123  Form CO, paragraph 378.  
124  Responses to Q1 –  Questionnaire to competitors and trade associations, question 9; Q2 –  Questionnaire to 
customers, question 7.  
125  Responses to Q1 –  Questionnaire to competitors and trade associations, question 6; Q2 –  Questionnaire to 
customers, question 5.  
126  Responses to Q1 –  Questionnaire to competitors and trade associations, question 7; Q2 –  Questionnaire to 
customers, question 6.  
 
 
21 on whether FPGAs with different performance profiles are credible alternatives.127 
However, the  qualitative answers point to a lack of substitution as FPGA 
performance also correlates with cost and energy consumption, resulting in 
significant trade -offs between FPGAs with different performance profiles.128 The 
responses also indicate that the categori es of high-end, mid-range and low -end 
FPGAs are not clear -cut and thus substitution between FPGAs close to the cut -off 
points of two different performance brackets is likely.129 This, however, does not 
mean that the distinction would not have merit. While de mand -side substitution is 
unlikely, the results are inconclusive as regards supply- side substitution.  Switching 
production from lower performance towards higher performance versions is not 
possible in a short timeframe and without incurring significant  costs but switching 
supplies  in the other direction seems easier.130 This one-directional substitution may 
result in a unified market as , with the exception of one small player (Microchip), all 
suppliers are capable of supplying high-end FPGAs. However, lower -end FPGA 
designs also have challenges especially as regards power consumption and thus it may not be easy to switch supplies in this direction either.
131 As the distinction does 
not influence the outcome of the competitive assessment, the Commission le aves the 
market definition in this regard open.  
(78) Replies were also inconclusive as regards a possible distinction between FPGAs for 
computers  (almost exclusively servers) and for non-computer devices .132 Certain 
responses indicate that if the performance (and thus power consumption, cost and 
size) parameters are equivalent, the same FPGA can be used in computers and in 
non-computers .133 However, other responses indicate that there may be differences 
that would not be captured by the distinction based on perform ance, such as 
reliability, number of pins and security features.134 Furthermore, just like in the case 
of CPUs for non-computers, the replies indicate that in certain cases FPGAs in non -
computers need to be resistant to extreme weather conditions.135 While suc h aspects 
would most likely exclude demand substitution in certain non-computer applications, 
supply-side substitution is unclear in this regard. As the potential distinction does not influence the outcome of the competitive assessment , the Commission leav es the 
definition open in this regard.  
(79) As regards a possible distinction between  FPGAs used in different industrial sectors 
(e.g. automotive, telecommunications etc.), the responses generally indicate that, from a demand perspective, due to their programm ability, the same FPGAs can be 
used across different vertical industries.
136 However, as indicated before, it appears 
that this is only true across certain industries as certain industrial uses require 
                                                 
127  Responses to Q1 – Questionnaire to competitors and trade associations,  question 14; Q2 – Questionnaire to 
customers, question 10.  
128  See for example one customer’s response to Q2 –  Questionnaire to customers, question 10.  
129  See for example one competitor’s response to Q1 –  Questionnaire to competitors and trade associations.  
130  Respones to Q1 – Questionnaire to competitors and trade associations, question 15.  
131  Minutes of a call with Achronix.  
132  Responses to Q1 – Questionnaire to competitors and trade associations, question 18; Q2 – Questionnaire to 
customers, question 13.  
133  See one customer’s response to Q2 –  Questionnaire to customers, question 13.  
134  See one customer’s response to Q2 –  Questionnaire to customers, question 13.  
135  See one customer’s response to Q2 –  Questionnaire to customers, question 13.  
136  Responses to Q1 – Questionnaire to competitors and trade associations, question 20; Q2 – Questionnaire to 
customers, question 14.  
 
 
22 resistance to environmental factors that FPGAs used in a  more standard environment 
cannot provide.137 For example, FPGAs used in 5G base stations need to be 
temperature resistant ,138 while FPGAs used in the aerospace industry need to be 
resistant to radiation.139 However, as indicated before, the market feedback lacks 
sufficient clarity as to whether or not suppliers could add such features without 
major difficulties.  As defining separate markets for FPGAs in certain industries 
would not influence the competitive assessment, the Commission leaves the market 
definition open.  
(80) A large majority of customers also indicated that there are specific use cases for 
FPGAs that would require specific product characteristics and technical parameters 
such that the FPGAs are not  substitutable across these use cases.140 However, the 
qualitative responses revealed few differences beyond the distinctions considered previously (performance, size, power consumption, resistance to environmental 
factors etc.) and the feedback on suppliers ’ ability to adjust production in relation to 
these parameters ,
141 if there are any , was insufficient . However, as the competitive 
assessment does not change regardless of any distinction within FPGAs, the Commission can also leave the definition open in thi s regard.  
(81) Finally, the Commission also leaves open the question whether FPGAs used in data 
centres constitute separate markets, as the results were inconclusive as to whether data centre FPGAs have different features relative those used outside data centres that are not captured by the potential distinction on performance. 
142 
(82) The market investigation confirmed that some FPGAs are also often offered as 
SoCs .143 On the demand side, the majority of customers indicated that FPGA SoCs 
are regarded as more complex, distinct products from standalone FPGAs, although 
the issue remains that the term “SoC” is not used consistently.144 However, there 
appears to be supply-side substitutability between standalone FPGAs and FPGA SoCs . The Commission recalls that  FPGA SoCs are standalone FPGAs that have 
been pre -emptively combined with other semiconductors, typically an ARM -based 
CPU, for efficiency reasons. Any FPGA supplier, when it has the capability to 
design FPGA programmable logic, can easily combine the latter, in a short  
timeframe and at modest costs, with the components required to create an SoC.
145  
(83) As regards FPGAs and FPGA accelerator cards , the market investigation indicates 
that they are not substitutable. From the demand side one is a chip level  product , 
while the ot her is a board level product i.e. they are at different levels of a server’s 
                                                 
137  Responses to Q1 – Questionnaire to competitors and trade associations, question 20; Q2 – Questionnaire to 
customers, question 14.  
138  See the response of one customer, Q2 –  Questionnaire to customers, question 14.  
139  Minutes of a phone call with GE.  
140  Responses to Q1 –  Questionnaire to competitors and trade associations questions 22/22.1; Q2 –  Questionnaire to 
customers, questions 15/15.1.  
141  Responses to Q1 – Questionnaire to competitors and trade associations, question 22.  
142  Responses to Q1 – Questionnaire to competitors and trade associations, question 16; Q2 – Questionnaire to 
customers, question 23.  
143  Responses to Q1 – Questionnaire to competitors and trade associations, question 10; Q2 – Questionnaire to 
customers, question 8.  
144  Responses to Q2 – Questionnaire to customers, question 9.  
145  See Notifying Party’s Response to the Commission’s RFI 5.  
 
 
23 architecture. As such  they cannot be used interchangeably.146 From the supply-side, 
some responses indicate that switching from supplying FPGAs to supplying FPGA 
accelerator cards takes two years and significant financial investment. However, 
only a few respondents provided feedback on this issue, and the Notifying Party 
argues that substitutabili ty exists on the supply side because  the FPGA architecture 
is the central element of FPGA accelerator cards and FPGA suppliers can easily , and 
at modest costs, switch to supplying FPGA accelerator cards from standalone FPGAs.
147 The Notifying Party also argues that contract manufacturers can easily 
create an FPGA card from an FPGA; however, this was not confirmed in  the market 
investigation. The Commission considers that, for the purpose of this Decision , it 
can be left open w hether FPGA accelerator cards are part of the same product market 
as FPGAs, as the outcome of the competitive assessment does not change regardless 
of such distinction.  
C) Conclusion  
(84) Based on the above t he Commission considers that, for the purpose of this De cision , 
it can be left open whether the market for FPGAs should be further segmented according to the segmentations indicated above, i.e.: (i) based on the performance 
level; (ii) between FPGAs for computer and non-computer devices; (iii) between 
FPGAs use d in different industrial sectors; (iv) based on the specific use cases; and 
(v) between FPGAs for data centres and FPGAs used outside data centres. The 
Commission considers that the outcome of the competitive assessment does not 
change regardless of any m arket definition based on these distinctions. The 
Commission further considers that, for the purposes of this Decision , standalone 
FPGAs and FPGA SoCs are in the same market , and that it can be left open whether 
FPGA accelerator cards are part of the same market as FPGAs.  
4.2.5. The Parties’ other products  
4.2.5.1. Chips ets 
(85) In Intel/McAfee , the Commission detailed that chipsets are generally designed to 
work with a specific family or generation of CPUs and that, in order to function 
together, chipsets and CPUs have to be compatible .
148 The Commission also 
discussed whether chipsets could constitute a separate product market in particular 
from CPUs , as they can be bought and sold independently,149 and considered 
possible distinction  within  chipsets based on the  separate CPU (af ter)markets, i.e. 
between chipsets  compatible with ( i) Intel CPUs ; or (ii) AMD CPUs, respectively.150 
However, the relevant product market  was left open.151  
(86) The Notifying Party submit s that chipsets are part of the same product market as 
CPUs . According to the Parties, c hanges in the way CPUs are designed and 
manufactured make a distinction between chipsets and CPUs even less appropriate  
                                                 
146  Responses to Q1 – Questionnaire to competitors and trade associations, question 13.  
147  See Notifying Party’s response to the Commission’s RFI 5.  
148  Case COMP M.5984 – Intel/McAfee, Commission decision of 26 January 2011, paragraph 13.  
149  Case COMP M.5984 – Intel/McAfee, Commission decision of 26 January 2011, paragraph 34.  
150  Case COMP M.5984 – Intel/McAfee, Commission decision of 26 January 2011, paragraph 35.  
151  Case COMP M.5984 – Intel/McAfee, Commission decision of 26 January 2011, paragraph 36.  
 
 
24 today than it was at the time of  the Commission’s 2011 Intel/McAfee decision. In 
particular, today chipsets and CPUs are m ostly  sold in an integrated way (i.e. in the 
same SoC ). If they are sold separately (as it happens sometimes e.g. for the do-it-
yourself – “DIY”  desktop market), there is always a one -to-one relationship between 
every AMD CPU and AMD chipset sold . Likewise , the Notifying Party explained 
that also Intel CPUs only work with Intel chipsets. In addition, chipsets have a low 
value compared to the CPU  itself .152 Consequently, the Notifying Party submit s that 
chipsets do not fall into a separate market from CPUs .  
(87) In this regard, the Commission notes that chipsets may be considered as parts of 
CPUs. To the extent they are distinct products , a chipset for a given CPU would not 
be substitutable with a chipset designed for another CPU. For the purpose of this 
Decision , the Commission considers that the question whether chipsets belong to the 
same product market as CPUs can be  left open as the distinction would have no 
effect  on the competitive  assessment . If they do not fall into the same market as 
CPUs  on the grounds that they are CPU parts , they clearly would not belong to the 
same market as FPGAs  either as chipsets are non-programmable hardware 
complements to CPUs. Further, if they are excluded from the market of CPUs, to 
which they most closely relate, they also cannot be part of the market for any other 
AMD product (any discrete GPU market, or any market where semi -custom SoCs 
for the gaming market would belong).  
4.2.5.2. Semi -custom SoCs for the gaming market  
(88) Semi -custom SoCs for the gaming  market typically describe SoCs  which incorporate 
CPU(s) and GPU(s) on a single chip and are built i nto video gaming consoles 
(e.g. Sony PlayStation, Microsoft Xbox, Nintendo Switch). Notably, the Notifying 
Party explains that  they do not refer to discrete GPUs for gaming ( Section 4.2.3.1), 
which are mainly used for desktops or laptops with dedicated performance needs  for 
gaming.153 Furthermore, such SoCs do not contain, and are not used together with,  
FPGAs.  
(89) The Commission has  not considered semi -custom SoCs for the gaming market in 
previous decisions. The Notifying Party note that such product market is likely to be 
distinct from othe r CPUs, as semi -custom SoCs for gaming  are bespoke products  
that have  distinct characteri stics and are designed specifically on customer order. 
Furthermore, semi -custom SoCs for gaming are designed and manufactured under  
long-term  contracts with customers lasting approximately [time range].154  
(90) The Commission considers that semi-custom SoCs for the g aming market are not 
part of any of the potential CPU markets discussed in Section 4.2.2 or any of the 
discrete GPU markets discussed in Section 4.2.3. These are semi -bespoke products 
developed for specific customers and not substitutable with AMD’s CPUs or GPUs . 
Likewise, as they are customis ed SoCs based on CPU and GPU technology, they do 
not belong to the same market as FPGAs. Their exact market definition can be left open because it would not change the outcome of the competitive assessment.  
                                                 
152  Form CO, paragraph 361.  
153  Form CO, paragraph 193.  
154  Form CO, paragraph 363.  
 
 
25 4.3. Geographic market definition  
4.3.1. Commission precedents  
(91) In Intel , the Commission found that the geographic market for CPUs is worldwide in 
scope , as (i) CPU suppliers compete globally, (ii) CPU architectures are the same 
around the world, (iii) OEMs  operate on a worldwide basis, and (iv) the cost of 
shipping CPUs around the world is low compared to CPU manufacturing cost .155 
Likewise, in Intel/ McAfee , the Commission found that the geographic market s for 
x86 CPUs and chipsets are both worldwide in scope .156 The same conclusion was 
also reached by the Commission in Intel/Altera  in relation to all CPUs and possible 
segments thereof.157  
(92) Similarly, in Intel/A ltera and Nvidia/Mellanox, the Commission concluded that the 
markets for FPGAs and GPUs (and possible segments  thereof) are worldwide in 
scope.158 The market investigation indicated a lack of significant differences in 
pricing, supply or purchasing patterns  across the globe , as well as low shipping and 
handling cost s.159  
4.3.2. The Notifying Part y’s view  
(93) The Notifying Party submit s that, in line with the relevant Commission precedents,  
the geographic markets for semiconductors should be worldwide in scope.160  
4.3.3. The results of the market investigation and the Commission’s assessment  
(94) A large majority of respondents to the market investigation indicated that, regardless 
of the precise distinction on product level, the geographic market for CPUs, GPUs 
and FPGAs is worldwide in scope.161  
(95) Some respondents indicated that certain issues such as trade restrictions and geopolitical dynamics might affect the conditions of competition in China. However, 
the majority of respondents submitted that the identification of a separate ge ographic 
market for China is not warranted due to the fact that customers are located in every 
region of the world, including China, and that possible barriers are not significant in 
such a way as to affect the global scope of supplying and purchasing patt erns.
162  
(96) In line with the precedents and with the results of the market investigation, the 
Commission therefore considers that, for the purpose of this Decision , the relevant 
geographic market for CPUs, FPGAs and GPUs , regardless of the exact definitions 
at product level, is worldwide in scope. 
                                                 
155  Case COMP/37.990 –  Intel, Commission decision of 13 May 2009, paragraph 836.  
156  Case COMP M.5984 - Intel/McAfee, Commission decision of 26 January 2011, paragraph 32 –  33, 37.  
157  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraph 25.  
158  Case COMP M.7688 –  Intel/Altera, Commission decision of 14 October 2015, paragraph 25; Case COMP 
M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraph 38.  
159  Case COMP M.9424 – Nvidia/Mellanox, Commission decision of 19 December 2019, paragraph 56.  
160  Form CO, paragraph 387.  
161  Responses to Q1 – Questionnaire to competitors and trade associations, question 34; Q2 – Questionnaire to 
customers, question 24.  
162  Responses to Q1 – Questionnaire to competitors and trade associations, question 35; Q2 – Questionnaire to 
customers, question 25.  
 
 
26 5. COMPETITIVE ASSESSMEN T 
5.1. Introduction  
(97) There is no horizontal overlap between the Parties’ activities. First, as discussed in  
Section 4.2.1, FPGAs on the one hand (offered by Xilinx), and CPUs or discrete 
GPUs on the other hand (offered by AMD) belong to separate markets  regardless of 
any distinction within these processor types . Second, as discussed in Section 4.2.5,  
AMD’s chipsets and semi -custom SoCs for the gaming market on the one hand and 
FPGAs on the other hand also belong to separate markets regardless of the precise 
market definition for these products .  
(98) As both Parties supply final chips or hardware incorporating those chips and neither 
are active in mark ets for any product that is upstream or downstream relative to the 
products of the other party, there is also no vertical relationshi p between them.163  
(99) However, as CPUs and FPGAs are used, or can  be used, together in some servers, in 
particular in data centres ,164 as well as in a number of non-computer devices ,165 there 
is a conglomerate relationship between the two products and the Parties . To a lesser 
extent discrete GPUs and FPGAs could also be used together in data centres ,166 and 
in some other applications ,167 which results in another conglomerate relationship.168 
To the extent FPGA accelerator cards form a separate market from FPGAs, then a 
conglomerate relationship would arise between accelerator cards and CPUs/GPUs, 
as they can be used together in data centres.    
(100) In addition to these links , there are no further conglomerate relationships involving 
other products. To the extent they do not be long to the same market as CPUs 
themselves, chipsets do not give rise to conglomerate relationships. Chipsets being a close complement of CPU s, they are used together with CPUs and not FPGAs . 
FPGAs are  not used in gaming consoles ,
169 and therefore there cannot be a 
conglomerate relationship between semi -custom SoCs for gaming and FPGAs.  
Should FPGA based accelerator cards form  a separate market, there would be no 
conglomerate relationship between them and chipsets and semi -custom SoCs for 
gaming for the same reasons as in the case of FPGAs.  
5.2. Analytical framework  
(101) Pursuant to the  Commission’s Non-Horizontal Merger Guidelines170, conglomerate 
mergers are mergers between firms that are in a relationship which is neither 
                                                 
163  Form CO, paragraph 463.  
164  Notifying Party’s Response to the Commission’s RFI 1, paragraph 3.1., Notifying Party’s Response to the 
Commission’s RFI 2, question 7.  
165  Notifying Party’s Response to the Commission’s RFI 1, paragraph 3.2.  
166  Notifying Party’s Response to the Commission’s RFI 1, paragraph 13.3. Notifying Party’s Response to the 
Commission’s RFI 3, paragraph 19.2.  
167  Responses to to Q2 – Questionnaire to customers, question 36.  
168  Form CO, paragraph 464.  
169  Responses to Q1 – Questionnaire to competitors and trade associ ations, question 17; Q2 – Questionnaire to 
customers, question 12.  
170  Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 265, 18.10.2008, p. 6–25 .  
 
 
27 horizontal (as competitors in the same relevant market) nor vertical (as suppliers or 
customers). In conglomerate mergers, the relevant companies are act ive in closely  
related markets, for instance  supplying complementary products or products that 
belong to the same product range.171  
(102) It is acknowledged that, in the majority of cases, conglomerate mergers will not lead 
to any competition problems. In this regard, conglome rate mergers, like vertical 
mergers, provide substantial scope for efficiencies.172 However, in certain specific 
cases, there may be harm to competition. 
(103) The main concern in the context of conglomerate mergers is that of foreclosure. The 
combination of products in related markets may confer on the merged entity the 
ability and incentive to leverage a strong market position from one market to another  
market, in order to foreclose rivals on the latter, by means of tying or bundling or 
other exclusionary practic es.173  
(104) Pursuant to the Non-horizontal  Merger Guidelines, bundling refers to the way 
products are offered and priced by the merged entity. In particular, products can be sold only together in fixed proportions (pure bundling), or they can also be available 
separately,  but the sum of their standalone prices  is higher than the bundled price 
(mixed bundling). T ying refers to situations in which customers that purchase one 
product (the tying product) are required to also buy a nother good from the same 
producer (t he tied product). Tying can be implemented on a technical basis  (i.e. via 
exclusive technical compatibility between the products) or on a contractual basis .
174  
(105) Tying and bundling as such are common practices that often have no anticompetitive consequences. Companies may engage in tying and bundling in order to provide 
their customers with better products or offerings in cost -effective ways.  
(106) Nevertheless, in certain circumstances, these practices may reduce the competitive pressure on the merged entity. In assessing the likelihood of such a scenario, the 
Commission examines, first, whether the merged firm would have the ability to 
foreclose its rivals, second, whether it would have the economic incentive to do so 
and, third, whether a foreclosure strategy would have a significant detrimental effect 
on competition, thus causing harm to consumers. In practice, these factors are often examined together as they are  closely intertwined.
175  
5.3. Market s hares  and sales values  
5.3.1. CPUs 
(107) The following tables indicate  the market shares of the Parties and their competitors 
under the following plausible product market definitions:  (i) all CPUs, (i i) x86 
CPUs , (iii) CPUs for non-computers , (iv) x86 CPUs  for non-computers , (v) CPUs 
for computer devices, (vi) x86 CPUs for computer devices, (vii) CPUs for servers 
                                                 
171  Non-horizontal Merger Guidelines, paragraphs 5 and 91.  
172  Non-horizontal Merger Guidelines, paragraph 13.  
173  Non-horizontal Merger Guidelines, paragraph 93.  
174  Non-horizontal Merger Guidelines, paragraphs 96 – 97. 
175  Non-horizontal Merger Guidelines, paragraph 94.  
 
 
28 and viii) x86 CPUs for servers . The geographic scope of these markets is worldwide. 
All market shares are in value.  
(108) Table 1 indicates the market shares and sales values  of AMD and its competitors in 
a possible worldwide market comprising all CPUs , irrespective of the architecture, 
the general  application (i.e., CPUs for computer devices , CPUs  for  non-computers ) 
and, the different types of computer devices (e.g. servers , desktops , laptops etc.). 
Table 1: Shares and sales values in worldwide market for  all CPUs (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Intel [40-50]% [40-50]% [40-50]% […] […] […] 
AMD [0-5]% [0-5]% [0-5]% […] […] […] 
Others [50-60]% [50-60]% [50-60]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Sources: IDC, Mercury and Parties' estimates176 
(109) In a possible worldwide market comprising all CPUs  in 2020, AMD holds a market 
share of [0-5]%  (sales : USD […] million ), Intel holds a market share of [40-50]%  
(sales : USD […] million ), while other competitors hold [50-60]% (sales : USD […] 
million) together .  
(110) Table 2 indicates the market shares and sales values  of AMD and its competit ors in 
a possible worldwide market comprising all x86 CPUs , irrespective of the general 
application  and the type of computer device .  
Table 2: Shares and sales values in worldwide market for all x86 CPUs (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Intel [90-100]% [90-100]% [90-100]% […] […] […] 
AMD [0-5]% [5-10]% [5-10]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: IDC, Mercury and Parties’ estimates  
(111) In a possible worldwide market comprising all x86 CPUs  in 2020, AMD holds a 
market share of [5-10]% (sales : USD […] million ) and Inte l holds a market share of 
[90-100]% (sales : USD […] million ). 
(112) Table 3 indicates the market shares and sales values  of AMD and its competitors in 
a possible worldwide market comprising CPUs for non-computers , irrespective of 
the architecture.  
 
 
                                                 
176  AMD notes that the market size for the embedded segment available from IDC may include [AMD’s competitor]  
revenues in embedded applications related exclusively to self-supply, however to the best of AMD’s knowledge 
these revenues are negligible and do not materially affect the overall market size.  
 
 
29 Table 3: Shares and sales values in worldwide market for CPUs for non -computers  (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Intel [10-20]% [10-20]% [10-20]% […] […] […] 
AMD [0-5]% [0-5]% [0-5]% […] […] […] 
Non-x86 
suppliers  [80-90]% [80-90]% [80-90]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: IDC and Parties’ estimates  
(113) In a possible worldwide market comprising CPUs for non-computers  in 2020, AMD 
holds a market share of [0-5]%  (sales: USD […] million ), Intel holds a market share 
of [10-20]% (sales: USD […] million ), while other competitors, who are all 
suppliers of non-x86 CPUs, hold [80-90]% altogether (sales: USD […] million ).  
(114) Table 4 indicates the market shares and sales values  of AMD and its competitors in 
a possible worldwide market comprising x86 CPUs  for non-computers . 
Table 4: Shares and sales values in worldwide market for x86 CPUs for non -computers (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Intel [90-100]% [90-100]% [90-100]% […] […] […] 
AMD [0-5]% [0-5]% [0-5]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: IDC and Parties’ estimates  
(115) In a possible worldwide market comprising x86 CPUs  for non-computers  in 2020, 
AMD holds a market share of [0-5]% (sales: USD […] million ) and Intel holds a 
market share of [90-100]% (sales: USD […] m illion ). 
(116) Table 5 indicates the market shares and sales values  of AMD and its competitors in 
a possible worldwide market comprising CPUs for computer devi ces, irrespective of 
the architecture and the type of computer device (e.g. servers, desktops, laptops etc.).  
Table 5: Shares and sales values in worldwide market for CPUs for computer devices (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Intel [70-80]% [70-80]% [70-80]% […] […] […] 
Qualcomm  [10-20]% [10-20]% [10-20]% […] […] […] 
AMD [0-5]% [5-10]% [5-10]% […] […] […] 
MediaTek  [0-5]% [0-5]% [5-10]% […] […] […] 
HiSilicon  [0-5]% [0-5]% [0-5]% […] […] […] 
Unisoc  [0-5]% [0-5]% [0-5]% […] […] […] 
Marvell [0-5]% [0-5]% [0-5]% […] […] […] 
Ampere  [0-5]% [0-5]% [0-5]% […] […] […] 
AllWinner  [0-5]% [0-5]% [0-5]% […] […] […] 
Rockchip  [0-5]% [0-5]% [0-5]% […] […] […] 
Phytium [0-5]% [0-5]% [0-5]% […] […] […] 
 
 
30 Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Ingenic 
Semiconductor  [0-5]% [0-5]% [0-5]% […] […] […] 
Nvidia  [0-5]% [0-5]% [0-5]% […] […] […] 
Others [0-5]% [0-5]% [0-5]% […] […] […] 
Total 100.0% 100.0% 100% […] […] […] 
Source: IDC, Mercury and Parties' estimates  
(117) In a possible worldwide market comprising CPUs for computer devices  in 2020,  
AMD holds a market share of [5-10]% (sales: USD […] million ), Intel holds a 
market share of [70-80]% (sales: USD […] million ), Qualcomm holds [10-20]%  
(sales: USD […] million ), MediaTek  holds [5-10]%  (sales: USD […] million ), while 
other competitors hold [5-10]% altogether (sales: USD […] m illion ).  
(118) Table 6  indicates the market shares and sales values  of AMD and its competitors in 
a possible worldwide market comprising x86 CPUs for computer devices, 
irrespective of the type of computer device  (e.g. servers, desktops, laptops etc.). 
Table 6: Shares and sales values in worldwide market for x86 CPUs for computer devices (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Intel [90-100]% [90-100]% [80-90]% […] […] […] 
AMD [0-5]% [5-10]% [10-20]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: IDC, Mercury and Parties’ estimates  
(119) In a possible worldwide market comprising x86 CPUs for computer devices  in 2020, 
AMD holds a market share of [10-20]% (sales: USD […] million ) and Intel holds a 
market share of [80-90]% (sales: USD […] m illion ).  
(120) Table 7 indicates the market shares and sales values  of AMD and its competitors in 
a possible worldwide market comprising all CPUs for servers , irrespective of the 
architecture.  
Table 7: Shares and sales values in worldwide market for CPUs for servers (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Intel [90-100]% [90-100]% [90-100]% [...] […] […] 
AMD [0-5]% [0-5]% [5-10]% [...] […] […] 
Marvell [0-5]% [0-5]% [0-5]% [...] […] […] 
Ampere  [0-5]% [0-5]% [0-5]% [...] […] […] 
HiSilicon  [0-5]% [0-5]% [0-5]% [...] […] […] 
Phytium [0-5]% [0-5]% [0-5]% [...] […] […] 
Others [0-5]% [0-5]% [0-5]% [...] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: IDC, Mercury and Parties’ estimates  
 
 
31 (121) In a possible worldwide market comprising CPUs for servers  in 2020, AMD holds a 
market share of [5-10]% (sales: USD […] million), Intel holds a market share of [90-
100]% (sales: USD […] million ), while other competitors hold less than [0-5]% each 
and [0-5]% together (sales: USD […] m illion ).  
(122) Table 8 indicates the market shares and sales values  of AMD and its competitors in 
a possible worldwide market comprising x86 CPUs for servers . 
Table 8: Shares and sales values in worldwide market for x86 CPUs for servers (2018 – 2020) 
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Intel [90-100]% [90-100]% [90-100]% […] […] […] 
AMD [0-5]% [0-5]% [5-10]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: Mercury and Parties’ estimates  
(123) In a possible worldwide market comprising x86 CPUs for servers  in 2020, AMD 
holds a market share of [5-10]%  (sales: USD […] million ) and Intel holds a market 
share of [90-100]% (sales: USD […] million ). 
(124) The market shares indicated in the tables above exclude CPU suppliers  that only 
self-supply CPUs .177 However, the Parties’ market shares in all of the possible 
market segments for CPUs considered above  would  not change  materially if such 
competitors are included in the market shares calculation . 
5.3.2. Discrete GPUs 
(125) The following tables set out the market shares of  the Parties and their competitors in 
hypothetical  worldwide market s for (i) all discrete GPUs, and the worldwide markets 
for (ii) discrete GPUs for datac entres and (iii) discrete GPUs for gaming. All market 
shares are in value. 
(126) Table 9 indicates the market shares and sales values  of AMD and its competitors in 
hypothetical  worldwide market comprising all discrete GPUs.  
Table 9: Shares and sales values in worldwide market for all discrete GPUs (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Nvidia  [80-90]% [80-90]% [90-100]% […] […] […] 
AMD [10-20]% [10-20]% [5-10]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: Mercury and Parties’ estimates  
                                                 
177  These “self-suppliers” are in particular Apple, Samsung, Fujitsu, IBM, AWS and Oracle.  
 
 
32 (127) In the hypothetical  worldwide market comprising all discrete  GPUs  in 2020, AMD 
holds a market share of [5-10]% (sales: USD […] million ), Nvidia holds a market 
share of [90-100]% (sales: USD […] million ). 
(128) Table  10 indicates the market shares and sales values  of AMD and its competitors in 
the worldwide market for discrete GPUs for data  centres.  
Table 10: Shares and sales values in worldwide market for discrete GPUs for data centres ( 2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Nvidia  [90-100]% [90-100]% [90-100]% […] […] […] 
AMD [5-10]% [5-10]% [0-5]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: Mercury and Parties’ estimates  
(129) In the market for discrete GPUs for data  centres  in 2020, AMD holds a market share 
of [0-5]% (sales: USD […] million ) and Nvidia holds a market share of [90-100]%  
(sales: USD […] million ).  
(130) Table 11 indicates the market shares and sales values  of AMD and its competitors in 
the worldwide market for discrete GPUs for gaming.  
Table 11: Shares and sales values in worldwide market for discrete GPUs for gaming (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Nvidia  [80-90]% [80-90]% [80-90]% […] […] […] 
AMD [10-20]% [10-20]% [10-20]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: Mercury and Parties’ estimates  
(131) In the worldwide market for discrete GPUs for gaming in 2020, AMD holds a 
market share of [10-20]% (sales: USD […] million ) and Nvidia holds a market share 
of [80-90]% (sales: USD […] million ).  
5.3.3. FPGAs  
(132) The following tables set out the market shares of  the Parties and their competitors in 
the plausible  worldwide market s for (i) all FPGAs and (ii) FPGAs in data  centres.  
All market shares are in value.  
(133) Table 12 indicates the market shares and sales values  of Xilinx and its competitors 
in a worldwide market comprising all FPGAs.  
Table 12: Shares and sales values in worldwide market for all FPGAs (2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Xilinx  [50-60]% [50-60]% [50-60]% […] […] […] 
Intel [30-40]% [30-40]% [30-40]% […] […] […] 
MicroChip 
Technology / 
Microsemi  [5-10]% [5-10]% [5-10]% […] […] […] 
 
 
33 Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Lattice Semi -
conducto r [5-10]% [5-10]% [5-10]% […] […] […] 
Achronix [0-5]% [0-5]% [0-5]% […] […] […] 
Others [0-5]% [0-5]% [0-5]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: Garner, OMDIA and Parties’ estimates  
(134) In a possible worldwide market comprising all FPGAs  in 2020, Xilinx holds a 
market share of [50-60]% (sales: USD […] million ), Intel holds a market share of 
[30-40]% (sales: USD […] million ), MicroChip Technology / Microsemi holds 
[5-10]% (sales: USD […] million ), Lattice Semiconductor holds [5-10]% (sales: 
USD […] million ), Achronix holds [0-5]% (sales: USD […] million ) and other  
competitors hold  [0-5]% altogether (sales: USD […] million ).  
(135) Table 13 indicates the market shares and sales values  of Xilinx  and its competitors 
in a possible worldwide market comprising FPGAs for data  centres.  
Table 13: Shares and sales values in worldwide market for FPGAs for data centres ( 2018 – 2020)  
Supplier  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Xilinx  [30-40]% [40-50]% [50-60]% […] […] […] 
Intel [60-70]% [50-60]% [40-50]% […] […] […] 
Total 100.0% 100.0% 100.0% […] […] […] 
Source: Parties’ estimates  
(136) In a possible worldwide market comprising FPGAs for datacentres  in 2020, Xilinx 
holds a market share of [50-60]% (sales: USD […] million ) and Intel holds a market 
share of [40-50]% (sales: USD […] million ).  
(137) Furthermore, Table 14 addresses Xilinx ’s activities in FPGAs for non-computers 
(embedded applications), providing a breakdown of Xilinx’s  market  shares  in 
possible  separate worldwide markets for FPGAs sold in each of the  relevant  industry 
sectors where both FPGAs and  CPUs are used, i.e. aerospace & defense, automotive, 
industrial controls, medical imaging, security, wired & wireless . All market shares 
are in value. 
Table 14: Xilinx’s shares and sales values in worldwide markets for FPGAs in industry sectors where both 
FPGAs and CPUs are used (2018 – 2020)  
Industry 
Sector  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Aerospace & 
Defen ce [50-60]% [50-60]% [60-70]% […] […] […] 
Automotive  [60-70]% [60-70]% [60-70]% […] […] […] 
Industrial 
Controls  [30-40]% [30-40]% [30-40]% […] […] […] 
Medical 
Imaging  [60-70]% [50-60]% [50-60]% […] […]  […] 
 
 
34 Industry 
Sector  Market shares  Sales (million USD)  
2018 2019 2020 2018 2019 2020 
Security178 n/a n/a n/a n/a n/a n/a 
Wired & 
Wireless  [40-50]% [50-60]% [40-50]% […] […] […] 
Overall 
market share 
in the above 
sectors  [40-50]% [50-60]% [40-50]% […] […] […] 
Source: Parties’ estimates  
(138) For 2020, i n a potential  worldwide market for FPGAs for the Aerospace & Defence 
sector, Xilinx would hold a market share of [60-70]% (sales: USD […] million) . In 
the potential  worldwide markets for FPGAs for the Automotive and the Medical 
Imaging  sectors, Xilinx would hold a market share of [60-70]% and [50-60]% 
respectively  (sales: USD […] million and USD […] million) . In the potential  
worldwide markets for FPGAs for the Wired & Wireless and the Industrial Controls 
sectors, Xilinx would hold a market share of [40-50]% and [30-40]% respectively 
(sales: USD […] million and USD […] million) . Finally, Xilinx’s aggregate market 
share across the abovementioned sectors is [40-50]% (sales: USD […] million) .  
(139) In the industry segments referred to in Table 14, AMD has very limited presence. 
More s pecifically, in potential worldwide markets for CPUs in each of the industry 
segments at hand, AMD’s market shares range from [0-5]% in the Automotive 
sector to a maximum of [0-5]% in the Industrial Controls and the Wired & Wireless 
sectors  (2020).  
(140) Table 15 indicates an estimate of Xilinx’s market shares in the market for FPGAs of 
different performance levels . All market shares are in value.  
Table 15: Xilinx’s shares in worldwide markets for FPGAs of different performance levels (2020).  
 
Performance level Xilinx’s market share  
High-end FPGAs  [50-60]% - [60-70]%  
Mid-range FPGAs [40-50]% - [50-60]%  
Low-end FPGAs  [40-50]% - [50-60]%  
Source: Parties’ estimates  
(141) The Notifying Party submit s that there are no third-party reports that provide 
breakdowns of supplier sales and segment sizes by FPGA performance level. 
However, the Parties estimate that Xilinx’s market shares in the potential markets for 
low-end and mid-range FPGAs are not materially different from its shares in the 
market for all FPGAs ( [40-50]% – [50-60]%). Xilinx believes that its share of a 
theoretical high-end FPGA segment  may be slightly higher, i.e., in the [50-60] – [60-
70]% range .179 
(142) Finally, the Notifying Party could not produce market shares for FPGA accelerator 
cards . Alth ough given the relatively large number of suppliers in this segment180 it is 
                                                 
178  Xilinx does not have reliable data for the security segment as it tracks it within the wider Wired & Wireless / 
Communications segment and does not believe that the market shares of both segments differ materially.  
179  Form CO, paragraphs 436 – 437.  
180  Notifying Party’s response to the Commission’s RFI 6.  
 
 
35 unlikely that Xilinx’s share would be above 30%, absent reliable information, for the 
purposes of the competitive assessment, the Commission is going to assume that 
Xilinx’s share i s above 30%.  
5.4. Identification of affected markets  
(143) As explained in Section 5.1,  FPGAs or FPGA accelerator cards on the one hand, and 
CPUs on the other hand are sometimes  used together or bought by the same 
customers . Namely , FPGAs can be interconnected with CPUs in data centre servers . 
For example, FPGAs are deployed to accelerate certain computing workloads that 
otherwise would be performed by the CPU.181 Likewise, FPGAs a re also used for 
board management  in data cent re servers.182 In addition, FPGA-base d Smart NICs 
are used  to offload networking tasks from CPUs .183 In non-computers , FPGAs and 
CPUs can be used together by customers in the following industrial sectors in which 
Xilinx is active: Aerospace & Defense, Automotive, Industrial Controls, Medical 
Imaging, Security and Wireless & Wired Communications .184 Consequently, there is 
a conglomerate relationship between FPGAs and FPGA accelerator cards on the one 
hand and CPUs on t he other hand.  
(144) As AMD’s market share stays well below 30% no matter how the CPU market is 
defined, using CPUs as a leveraging product is unlikely and thus its CPU market 
position does not give rise to an affected market .  
(145) By contrast, Xilinx’s market share is above 30% under all plausible market 
definitions for FPGAs . Having a significant market share  in FPGAs (or any plausible 
narrower market discussed in Section 4.2.4), the merged entity could potentially 
leverage its market position in FPGAs to CPUs . Thus the affected market in this 
regard is the market for all CPUs or any of the plausible market definitions pursuant 
to the distinctions discussed in Section 4.2.2, with the exception of the potential 
markets for CPUs in the following devices: smartphones, tablets, laptops and 
desktops  regardless of architecture . As FPGAs are virtually never used in these 
devices ,185 these potential markets would not be affected by any exclusionary 
practice. 186  
(146) If FPGA accelerator cards cons tituted a separate market, then the merged entity 
could use both i) FPGAs exluding accelerator cards and ii)  FPGA accelerator cards  
as leverage. T he first case would be almost identical to the one in which  FPGAs 
including  FPGA accelerator cards (discussed in paragraph (145) above) are used as 
leverage  and would give rise to the same affected markets . This is because FPGA 
                                                 
181  Form CO, paragraph 11.  
182  Responses to Q1 – Questionnaire to competitors and trade associations, question 38.  
183  Form CO, paragraph 234, Responses to Q1 – Questionnaire to competitors and trade associations, question 46. 
This is an example of joint use of FPGAs and CPUs under the assumption that FPGA accelerator cards belong to 
the same market as FPGAs.  
184  Notifying Party’s Response to the Commission’s RFI 2, question 7.  
185  Notifying Party’s Response to the Commission’s RFI 3, question 15.  
186  In concrete, the affected markets are  i) the market for CPUs for computer  devices; ii) the market for CPUs for 
non-computers; iii) the market for x86 CPUs; iv) the market for non-x86 CPUs; within CPUs for computers the 
v) the market for CPUs for servers. Further any plausible combinations of markets i)-v) could also be affected.  
 
 
36 accelerator cards are a small market,187 and thus the list of plausible FPGA markets 
and the links between any potential FPGA market to any potential CPU market 
would remain the same  even after their exclusion. In the second case , as discussed in 
Section 5.3, the merged entity may have market shares in excess of 30% in the 
market for FPGA accelerator cards . Thus the  merged ent ity co uld potentially use 
FPGA accelerator cards  to leverage its market position to certain plausible CPU 
markets. These include the market for all CPUs or any of the  considered market 
definitions that include server CPUs  because FPGA accelerator cards are only used 
in servers. That is to say,  the affected CPU markets exclude the market for CPUs for 
non-computers regardless of architecture and the potential markets for CPUs in the 
following devices: smartphones, tablets, laptops and desktops also regardless of 
architecture.  
(147) Moreover, in some cases, FPGAs and discrete GPUs are also used by the same 
customers  in the same environment . For example , in data centres an FPGA 
accelerator card ( concretely a n FPGA-based  Smart NIC) can interconnect several 
GPUs used for work load acceleration.  More broadly, FPGAs can provide 
networking and board management functions in servers containing GPUs ,188 but they 
may be used together also outside servers, e.g. in some automotive platforms .189 In 
rare occasions , both chips can be used for workload acceleration.190 Functionally 
they may be used together for applications involving image processing and video 
recognition.191 In addition, GPUs and FPGAs are used together in certain systems in 
the defence sector .192  
(148) Just li ke in the case of CPUs, AMD’s market share stays well below 30% in both the 
market for discrete GPUs for data centres and the market for discrete GPUs for 
gaming and  other professional visualis ation. Thus, using GPUs as a leveraging 
product is very unlikel y and AMD’s market position in GPUs does not give rise to 
an affected market .  
(149) However, as  Xilinx has a  market share above 30% under all plausible FPGA market 
definitions , the merged entity could plausibly leverage that position to discrete 
GPUs. Thus , the affected market is the market for discrete GPUs for data centres . 
The Commission notes that FPGAs are not used in gaming193 and thus the use of 
FPGAs together with discrete GPUs for gaming  and professional visua lisation  is 
restricted to uses outside gaming , which  is, at best , marginal. Therefore , the market 
for discrete GPUs for gaming and other professional visualisation would be potentially  affected by any exclusionary practices  only to the marginal extent that 
common usage concerns applications other than gaming . If FPGA accelerator cards 
constituted a separate market, then it cannot be excluded that the merged entity may 
have market shares in excess of 30% in this market too. The merged entity could 
                                                 
187  Notifying Party’s response to the Commission’s RFI 6. Xilinx’s total sales amount to USD […]  million. Thus, 
assmuning Xilinx’s share is around [30-40]%, the market size is maximum USD [200-300]  million compared to 
a market size of USD [5 500-6 000] million in the case of all FPGAs.  
188  Responses to Q1 – Questionnaire to competitors and trade associations, question 46.  
189  Responses to Q1 – Questionnaire to competitors and trade associations, question 46.  
190  Responses to Q1 – Questionnaire to competitors and trade associations, question 46.  
191  Responses to Q2 – Questionnaire to customers, question 36.  
192  Responses to Q2 – Questionnaire to customers, question 36.  
193  Responses to Q1 – Questionnaire to competitors and trade associations, question 17; Q2 – Questionnaire to 
customers, question 12.  
 
 
37 potentially use these products to leverage its market position to the market for GPUs 
used in data centres. As FPGA accelerator cards are only used in servers, the market 
for GPUs for gaming and visualisation would not be affected in this scenario. 
(150) In summary, the Transaction gives rise to the following affecte d markets  
 Under the assumption that FPGA accelerator cards are not a separate market , 
the leveraging product is FPGAs and the affected markets are :  
i) the market for all CPUs or any of the market definitions considered in 
Section 4.2.2, with the exception of the potential markets for CPUs in 
the following devices: smartphones, tablets, laptops and desktops 
regardless of architecture ; 
ii) The market for GPUs for data centres and the market for GPUs for 
gaming and professional visualisation.  
 Under the assumption that FPGA accelerator cards form a separate m arket, 
one of the leveraging product is FPGAs excluding FPGA accelerator cards, 
which would give rise to the same affected markets as those indicated in the 
first indent.  
 Also under the assumption that FPGA  accelerator cards form a separate 
market,  FPGA accelerator cards would also be a leveraging product, giving 
rise to the following affected markets :  
i) The market for all CP Us or any of the considered market definitions 
that include server CPUs regardless of architecture ; 
ii) The market for GPUs for data centres . 
(151) Therefore, in t he following sections, the  Commission will assess the impact of the 
Transaction as regards the  conglomerate relationships  identified in 
paragraphs  (143)-(150) above . In sections 5.5 and 5.6, the Commission will consider 
the potential foreclosure of rival CPU and GPU suppliers  under the assumption that 
the FPGA accelerator cards  are not a separate market , and are thus  included in the 
relevant plausible FPGA markets . As ind icated in the Horizontal Merger Guidelines,  
the Commission will analyse the merged entity’s ability and incentive to forcelose 
rival CPU and GPU suppliers as well as the overall effects  of such possible 
foreclosure strategy. In S ection 5.7 the Commission w ill explain how the assessment 
in Section 5.5 and 5.6 applies under the assumption that FPGA accelerator cards 
form a separate market.  
5.5. Foreclosure of CPU suppliers 
5.5.1. Ability to foreclose CPU suppliers  
5.5.1.1. The Notifying Party’s  view  
(152) The Notifying Party submit s that the merged entity will have no ability to leverage 
its position in the market for FPGAs and to forecl ose CPU suppliers, both in the data 
centre  space and in the industrial space, under any scenario of contractual 
tying/bundling, technical tying and m ixed bundling. This is because : (i) Xilinx lacks 
 
 
38 a significant degree of market power in FPGAs; and (ii) there are not enough 
opportunities to bundle or tie CPUs ad FPGAs.  
(153) First, the Notifying Party considers  that Xilinx’s worldwide market share s in the 
market for FPGAs, which do not change materially under the different possible 
definitions for the affected markets ([50-60]% in all FPGAs, [50-60]%, in FPGAs 
for data centres and an aggregate [40-50]% in the industrial sectors referred to in 
Table 14 do not  confer market power to Xilinx.194 The Notifying Party considers  that 
Xilinx faces strong competition from Intel, which offers comparable FPGA products .
195  
(154) The Notifying Party also consider that such conclusion is not preempted by the fact 
that Xilinx has high market shares in FPGAs sold in  certain industry sectors 
(e.g. Aerospace & Defen ce: [60-70]%, Automotive: [60-70]%). According to the 
Notifying Party, the industry s ectors refe rred to in Table 14 do not constitute 
separate relevant markets. FPGAs are indeed widely interchangeable across such sectors, [information on FPGA prices]. In any case, the Notifying Party also point s 
out that there is strong competition in each of the industrial sectors at hand. The 
Notifying Party point s to the high fluctuation of Xilinx’s market shares in the past 
years, showing  that the market is contestable and that orders are lumpy, with large, 
infrequent orders that tend to understate or overstate  Xilinx’s share at a particular 
point in time. Therefore, there is no ground for concluding that Xilinx’s higher or 
lower share across the relevant industry sectors indicate s a higher or lower degree of 
market power compared to Xilinx’s position in the overal l FPGA market.
196  
(155) Furthermore, as regards the CPU side, Intel’s market shares are overwhelmingly 
larger than AMD’s, up to [90-100]% in the market for server CPU ( Table 7: Shares 
and sales values in worldwide  market for CPUs for servers (2018 – 2020)  and Table 
8: Shares and sales values in worldwide market for x86 CPUs for servers (2018 – 
2020), [90-100]% for x86 CPUs, while AMD’s market shares are very limited 
(below or even well below 10% in all possible market segments for CPUs ). In the 
industrial space, moreover, AMD has a market share of less than [0-5]%. Therefore, 
the merged entity faces the presence of a comparable competitor in the market for FPGAs in data centre s, as well as a much larger competitor , thus very difficult to 
foreclose, in the respective CPU market.  
(156) In addition, the Notifying Part y explained that the merged entity will face significant 
buyer power of end customers, especially the so-called “hyperscalers”.
197 
Hyperscalers, like customers in general, have a strong preference for a “mix and match” approach, s ourcing  separate co mponents for their data centre s and  choosing 
what is best for their needs regardless of the supplier. Therefore, they would resist any attempt to bundle or tie different chips. According to the Notifying Party, if the 
merged entity tried to implement such strategies , they would lose market share in 
                                                 
194  Form CO, paragraphs 23, 123, 511 – 512.  
195  Form CO, paragraphs 23, 511.  
196  Form CO. Paragraphs 612 – 615.  
197  Hyperscalers are data centre facilities built, owned and operated by the companies they support. The  term applies 
to the largest data centres only, operated by companies such as Amazon Web Services, Apple, Facebook, 
Google etc.  
 
 
39 favour of Intel or other competitors.198 Therefore, for the reasons set out above, the 
Notifying Party considers  that Xilinx does not have a significant degree of market 
power. 
(157) Second, the Notifying Party considers  that the size of the FPGA market is 
considerably smaller compared to the size of the CPU market, with common FPGA 
and CPU customers being just a fraction of the overall CPU customers. More 
specifically, as regards data centres , the Notifying Party considers  that th e FPGA 
market is worth USD […] million annually, whereas the CPU market is worth 
USD […] billion (2020).199 In general, the Notifying Party estimate s that in 2019 
less than  15% of worldwide server expenditure was  on servers that use accelera tion 
technology, whether GPUs, FPGAs or other accelerator types. Moreover, e ven 
within  single data centre s that use  accelerat ors, the percentage of accelerated servers 
is extremely small, at most 5 -10% of the total number of servers in the data centre .200 
Likewise, in the in dustrial space, the Notifying Party submit s that CPUs used 
together with an FPGA represent less than 10% of the overall potential market for 
CPUs for non-computer devices (i.e. used in industrial applications).201 In addition, 
the Notifying Party indicate s that also a minority of FPGAs, i.e. approximately 
[20-30]% is used together with a CPU by industrial customers.202  
(158) Against this background, the Notifying Party considers  that the merged entity would 
not have the ability to successfully foreclose CPU suppliers by means of contractual 
tying /bund ling, technical tying or mixed bundling.  
(159) More specifically, a s regards contractual tying or bundling, the Notifying Party 
considers , first, that customers would be able to obtain FPGAs from Intel  to be 
paired with other suppliers’ CPUs. In any case, Intel would also be able to replicate any bundling strategy that the merged entity might attempt. Moreover, the Notifying 
Party note s that Intel has never imposed contractual tying with its CPUs and FPGAs , 
which shows that such strategy is not feasible .
203 Second, the Notifying Party 
considers  that Xilinx’s FPGAs are not must -have products for data centre  and 
industrial customers . The choice  of an FPGA usually follows the one of a CPU, 
especially in data centres,  and it is very unlikely that the choice  of an FPGA would 
determine purchase decisions for CPUs, especially if such FPGAs are not clearly 
superior to the ones offered by competitors.204 Third, the merged entity would not be 
able to decrease rival CPU’s market share, since the majority of CPUs are not used 
together with an FPGA . Therefore, CPU suppliers would retain significant 
opportunities to sell CPUs to customers that do not use them with FPGAs.  
(160) As regards technical tying, the Notifying Party submit s that the merged entity would 
have to degrade the interoperability of Xilinx’s FPGAs with third-party CPUs, such 
                                                 
198  Form CO, paragraphs 88, 513, 519 – 520. 
199  Form CO, paragraph 509.  
200  Form CO, paragraph 233.  
201  Form CO, paragraph 625 and 182. The Parties consider that this figure is a conservative estimate. In AMD’s 
view, the true attach rate could be as low as 1% or 0.1%, as it is based on AMD’s general industry knowledge, 
and reflects the likely proportion of customers in the industria l space that currently require both an x86 CPU and 
an FPGA. In AMD’s view, the true attach rate could be as low as 1% or 0.1%.  
202  Form CO, paragraphs 180 – 181. 
203  Form CO, paragraph 524.  
204  Form CO, paragraph 525.  
 
 
40 that AMD’s CPUs would secure better performance when paired with Xilinx’s 
FPGAs. In the Notifying Party’s view, such technical tying is implausible.205 First, 
Xilinx’s FPGAs currently interconnect with CPUs from all suppliers using the PCIe 
open standard protocol, and, in the future, its successor CXL. The Notifying Party 
notes that today, the PCIe is built into every server and, in general, is the de facto 
standard to interconnect CPUs and accelerators. Open standards have become a 
requirement for customers across the relevant industries, especially in data centre s. 
Therefore, if t he merged entity degraded Xilinx’s FPGAs interoperability with third-
party CPU, it would cut itself out of the market. Second, the merged entity, like every other company, would not be able to alter the PCIe protocol, as it is developed 
by an independent i ndustry organization. Third, AMD, unlike Intel ,
206 does not have 
any proprietary interconnect technology, […]. On the contrary, AMD, like Xilinx, 
relies on the PCIe standard.207  
(161) As regards mixed bundling, the Notifying Party submit s that the merged entity 
would not be able to leverage its position in FPGAs to incentivize customers to buy 
FPGAs and CPUs in a bundle, thereby foreclosing rival CPU suppliers. First, 
according to the Notifying Party, the merged entity lacks the market pow er to do so  
for the reasons explained in paragraphs (152)to (154). Second, Intel could match and 
undercut any FPGA/CPU bundle offered by the merged entity being able to afford a more aggressive pricing strategy for a longer period. Third, as mentioned above, the 
opportunities to bundle FPGAs and CPUs are limited, as the majority of CPUs are sold to use without an FPGA.
208  
(162) In sum, for the reasons set out above, according to the Notifying Party the merged 
entity would lack the ability to foreclose rival CPU suppliers by means of commercial tying or bundling, technical tying and mi xed bundling. T he Notifying  
Party submit s that the merged entity would lack a significant degree of market power 
in the FPGA market and that there would not be enough opportunities to bundle  
FPGAs and CPUs due to the very small size of the FPGA market relative  to the CPU 
market.  
5.5.1.2. The results of the market investigation and the Commission’s assessment  
(163) As mentioned in Section 5.4, t he Commission will assess the ability of the merged 
entity to leverage Xilinx’s position in the market for FPGAs in order to foreclos e 
rival CPU suppliers. The Commission will carry out  such assessment under all 
possible market definitions for CPUs and FPGAs set out in sections 4.2.2 and 4.2.4  
respectively, considering all possible exclusionary practices i.e.  contractual tying, 
pure bundling, mixed bundling and technical tying. As a preliminary remark the 
Commission considers that the ability to foreclose means the ability to decrease 
substantially the sales of rivals in the leveraged market through bundling and tying. 
In the concrete case, this means that the merged entity, using Xilinx’s FPGAs as the 
                                                 
205  Form CO, paragraph 527.  
206  Intel has developed proprietary interconnect technologies, i.e. the QuickPath Interconnect, the Keizer 
Technology Interconnect and the UltraPath Interconnect. In Intel/Altera, the Commission concluded that Intel 
would not have the ability to pursue a foreclosure strategy despite its use of proprietary technologies. This is 
because, inter alia,  rival FPGA suppliers could continue to interconnect to Intel’s CPUs using the PCIe, that Intel 
did not have the ability to degrade.  
207  Form CO, paragraphs 527 – 535.  
208  Form CO, paragraphs 526 – 540 and 624 – 627.  
 
 
41 leveraging  (tying) product, would have the ability to decrease substantially the sales 
of its CPU rivals.  
(A) Contractual tying and pure bundling 
(164) The Commission considers tha t the merged entity will not have the ability to 
foreclose rival CPU suppliers by means of contractual tying or pure bundling 
between Xilinx’s FPGAs and AMD’s CPUs.  
(165) First,  under any of the possible market definitions  for FPGAs and CPUs, the 
common pool of customers  (i.e. sourcing both FPGAs and CPUs) is relatively small 
compared to the overall number of CPU customers. Therefore, in line with the 
Parties’ arguments, the merged entity would not be able to influence a significant 
part of the demand for CPUs by leveraging on Xilinx’s position in the market for 
FPGAs. In line with paragraph 100 of the Non-Horizontal Merger Guidelines, 
foreclosure constitutes a potential concern only if there is a large common pool of customers for the products concerned, so that demand for the individual products 
may be affected through bundling or tying.  
(166) In this regard, t he majority of respondents submitted  that FPGAs and CPUs are not 
commonly used in the same application or device. Concretely respondents indicated 
that FPGAs ar e “sometimes”  used with  CPUs in the same application or device .
209 
Respondents also pointed out that while most FPGAs are used with a  CPU, the 
reverse  is not true , i.e. most CPUs are used without an FPGA . For instance, a 
customer submitted  that “in data cent re applications, CPUs are present in nearly 
every data centre solution while FPGAs are present in only a small subset of those.”
210 Likewise, a competitor stated  that “FPGAs are occasionally used 
alongside CPUs as workload accelerators or in smart network interface cards.”211  
(167) In the same vein, t he number of CPUs used together with FPGAs accounts for a 
small proportion of all CPUs . In this regard, a  large majority of customers and 
competitors indicated that most CPUs are used without an FPGA.212 For example, a 
customer specified that “[the] FPGA market is much smaller than [the] CPU 
market” .213 Several respondents added that this is particularly true in data centres.214 
For instance, a customer  indicated that CPUs are present in nearly all data centre  
solutions, while FPGAs are present only in a small subset of those , whereas another 
customer pointed out that “ the proportion of servers that deploy an FPGA is very 
small ”.215  
                                                 
209  Responses to Q1 –  Questionnaire to competitors and trade associations, question 38;  Q2 –  Questionnaire to 
customers, question 28.  
210  One customer’s response to Q2 – Questionnaire to customers, question 28.1 . 
211  One competitor’s response to Q1 – Questionnaire to competitors and trade associations, question 38.1.  
212  Responses to Q1 – Questionnaire to competitors and trade associations, question 39; Q2 – Questionnaire to 
customers, question 29.  
213  One customer’s response to Q2 – Questionnaire to customers, question 29.1.  
214  Responses to Q1 – Questionnaire to competitors and trade associations, questions 39/40; Q2 – Questionnaire to 
customers, questions 29/30.  
215  Two customer’s responses to Q2 – Questionnaire for customers, question 29.1 and 30 respectively.  
 
 
42 (168) In line with the above, a large majority of respondents also indicated that only some  
CPU customers  buy FPGAs.216 As noted by a competitor “ Most CPU customers do 
not buy FPGAs. Consequently, most opportunities to sell CPUs are to customers that 
do not buy FPGAs .”217 Moreover, almost the entirety of customers and competitors 
that provided a qualitative answer on this point indicated that there are significant 
business opportunities for CPU suppliers to sell CPUs to customers who do not buy 
FPGAs.218  
(169) This is consistent with the fact that, as showed by the market share tables in Section 
5.3, the size of the CPU market is considerably bigger than the size of the FPGA 
market, regardless of the possible segmentations considered. Concretely, if all CPUs 
and all FPGAs belong to one ma rket without any di stinctions the CPU market is 
25 times larger than the FPGA market (USD […]  million vs USD […]  million). 
Even the smallest potential CPU market (x86 CPUs  for non-computers ) is roughly 
double the size of the largest possible FPGA market, i .e. the market for FPGAs 
without further subdivisions (USD […] million vs USD […] million).  
(170) Given the low rate of common usage and the small pool of common customers, any bundling or tying strategy by the merged entity w ould leave a large porti on of the 
CPU market unaffected (under any of the considered market definitions ) in 
accordance  with the reasoning set out in paragraph 100 of the Non- Horizontal 
Merger Guidelines. If significant opportunities remain to sell CPUs on a standalone 
basis, CPU suppliers’ sales will not be decreased in a meaningful way even if the 
merged entity could force a bundle on those customers that do buy both chips. In other words, the merged entity will not have the ability to foreclose CPU suppliers. 
This applies both under a pure bundling scenario, i.e. in case the merged entity 
stopped selling both CPUs and FPGAs on an individual basis, and under a 
commercial tying scenario, i.e. if the merged entity sold FPGAs exclusively tied to 
CPUs, but not vice -versa.  
(171) Second, in addition to the g eneral consideration that plenty of opportunities will 
remain for CPU suppliers to sell CPUs on a standalone basis, it appears appropriate 
to distinguish between two broad hypotheses for the size of the FPGA and CPU 
markets as this ana lysis further highlights the lack of foreclosure risks.  
(172) Under a broad  FPGA market  definition (a relevant market comprising all FPGAs  
or separate relevant market s based only on performance), the Commission considers 
that the merged entity would not have a significant degree of market power to 
foreclose CPU suppliers . If all FPGAs constituted one market , Intel, with a market 
share of [30-40]%, as well as smaller FPGA suppliers (Lattice, MicroChip and 
Achronix) with a com bined market share of [10-20]%  would represe nt a competitive 
constraint on the merged entity in relation to FPGAs. If separate markets were 
distinguished  based on performance, Intel and Achronix would be constraints in the 
high-end FPGA market, all the suppliers mentioned  would be constraints in the mid -
range FPGA market and Intel, MicroChip and Lattice would be constraints in the 
                                                 
216  Responses to Q1 – Questionnaire to competitors and trade associations, question 42; Q2 – Questionnaire to 
customers, question 32.  
217  Intel’s response to Q1 –  Questionnaire to competitors and trade associat ions, question 45.  
218  Responses to Q1 – Questionnaire to competitors and trade associations, question 45; Q2 – Questionnaire to 
customers, question 35.  
 
 
43 low range FPGA market.219 In the presence of competitors  constraining the merged 
entity , bundling and tying FPGAs and CPUs could lead to foreclosure only if 
Xilinx’s FP GAs were regarded as vastly superior compared to competitors’ FPGAs, 
especially those of Intel . However, the results of the market investigation indicated 
that customers do not cons ider Xilinx’s FPGAs as clearly superior.220 At most, they 
are considered superior in some narrow segments  but this is irrelevant in the scenario 
considered (large or very broad FPGA market). Further, respondents to the market 
investigation indicated tha t Intel constitutes an alternative across the entire FPGA 
product range. For instance, a customer submitted that “ Xilinx and Altera [i.e. Intel] 
have similar products with similar tool support, and often compete for a given 
application”.221 Therefore, it is not the case that Xilinx’s FPGAs has a signifi cant 
competitive edge  under a hypothesis of broad FPGA markets . 
(173) Another factor that would potentially make the merged entity a n unavoidable trading 
partner and weaken the constraints exercised by competitors is if rivals faced 
capacity constraints  and the merged entity would not. In this context , the 
Commission notes that all FPGA suppliers except Intel follow the fabless model, i.e. 
they do not have manufacturing assets and outsource manufacturing. Further, 
currently there is a semiconductor shortage due t o capacity constraints at the 
manufacturing level.222 These constraints effect all fabless suppliers, so it is not the 
case that the merged entity’s competitors are more capacity constrained than the merged entity. Further, to the extent that there is a difference in capacity constraints  
between FPGA competitors , respondents considered that Intel, the only supplier with 
its own manufacturing capacity, is likely to manage these constraints better than its 
rivals as having own manufacturing assets gives it more  flexibility.
223 Thus, if 
anything, the merged entity will be more capacity constrained than its main FPGA rival.  
(174) In line with paragraph 99 of the Non-Horizontal Merger Guidelines, if the merged 
entity’s leveraging product is not particularly important (not a must -have) and if 
rivals are not more capacity constrained than the merged entity, then the merged 
entity lacks the market power to engage in successful tying and bundling. In these 
circumstances, if customers do not want a CPU along with the FPGA, they can 
simply source FPGAs from the merged entity’s FPGA competitors.  
(175) Furthermore , Intel, the merged entity’s main CPU competitor, cannot be foreclosed 
by means of bundling and tying, as it has its own FPGAs comparable to Xilinx’s  and 
thus could easily replicate a CPU -FPGA bundle. Intel also enjoys a much stronger 
market position than AMD under all possi ble market definitions for CPUs, which 
makes its foreclosure even more implausible. Therefore, a bundling or tying strategy 
could only foreclose smaller CPU -only competitors. However, even this prospect is 
implausible for several reasons . 
                                                 
219  See one competitor’s response to Q1 –  Questionnaire to competitors and trade associations, question 36.  
220  Responses to Q2 – Questionnaire to customers, question 26.1.  
221  One customer’s response to Q2 – Questionnaire to customers, question 26.1.1.  
222  Responses to Q1 – Questionnaire to competitors and trade associations, question 61; Q2 – Questionnaire to 
customers, question 50.  
223  Responses to Q1 – Questionnaire to competitors and trade associations, question 62; Q2 – Questionnaire to 
customers, question 51.  
 
 
44 (176) On the one hand, under certain narrow CPU market definitions considered in 
section  4.2.2 (e.g. x68 CPU or x86 CPUs for servers), the market consists only of 
AMD and Intel  and thus there would be no CPU -only suppliers to foreclose .  
(177) On the other hand, under a broader CPU mark et definition (e.g. al l CPUs,  all CPUs 
for computer devices or CPUs for non-computer devices), many CPU suppliers 
supply their products to cus tomers that do not buy FPGAs . In this regard, the market 
investigation confirmed that  most CPUs are used in devices that are not designe d to 
accommodate an FPGA, such as PCs  (laptops, desktops), tablets and smartphones.224 
In line with this , a number of computer CPU suppliers (Qualcomm, MediaTek, 
Samsung, Unisoc, AllWinner, Rockhip) sell CPUs exclusively to customers that do 
not generally buy FPGAs.225 Thus, foreclosure of these suppliers cannot even arise.  
(178) Thus any such practice could conceivably affect only some small suppliers in CPUs 
for computers and some suppliers of CPUs for non-computers. These firms could 
have some customers that also buy FPGAs. However, as regards these suppliers the 
considerations that lots of opportuni ties remain to sell CPUs on a standalone basis 
(paragraphs (165) to (170) and that the merged entity lacks market power to engage  
in exclusionary practices in the presence of competitors (paragraphs (172)-(174))  
continue to apply, excluding any ability to foreclose.  
(179) Under a narrow product market s for FPGAs  (e.g. FPGAs used in a specific 
industrial sector or for a specific application), the Commission considers that, even if Xilinx had a significant degree of market power with high market shares  in one of 
these narrow markets , the merged entity would not have the ability to foreclose rival 
CPU suppliers . This is because under this hypothesis the considerations set out 
above in paragraphs (165)-(170) would apply a fortiori  as any plausible CPU market 
would be vastly larger than the narrow FPGA markets. For example, under the 
narrowest pos sible product market for CPUs, e.g.  x86 server CPUs or x86 non-
computer CPUs , the size of the CPU market would be USD […] million and USD 
[…] million respectively. By c ontrast, if the FPGA market was segmented only by 
vertical industry, typical market sizes range from USD […] million to USD […]  
million. If the FPGA markets are further segmented within vertical industries by performance, by specific application or both, t he market sizes would even be 
smaller. The only slight exception is the wired and wireless telecommunication 
market if FPGAs are only segmented by vertical industries as in that case the market 
for the wired and wireless telecommunication FPGAs would be US D […] million. 
However, even in this case the x86 CPU non-computer market would be almost six 
times the size of this FPGA market. These large differences in market sizes, along 
with the evidence presented in paragraphs (165)-(170), show that there would still be 
plenty of opportunities for CPU -only suppliers to sell CPUs to customers who do not 
buy FPGAs, or for applications that do not require an FPGA. Thus any tying a nd 
bundling by the merged entity would not be able to influence meaningfully the sales 
of rival CPU suppliers.  
                                                 
224  Responses to Q1 – Questionnaire to competitors and trade associations, question 16; Q2 – Questionnaire to 
customers, question 11. See also Intel and Nvidia’s response to Q1 –  Questionnaire to competitors and trade 
associations, question 42.1. and 39.1 respectively.  
225  Notifying Party’s Response to the Commission’s RFI 3. 
 
 
45 (180) Third, the market investigation revealed a number of other factors, which make tying 
and bundling even less likely. Namely, a large majority of respondents  confirmed 
that bundling CPUs and FPGAs is not a market practice, although in theory this 
would be possible  since  Intel has both products.226 Even the minority who indicated 
that such practice happens occasionally gave qualitative responses that point to the 
total absence of this practice.227 Furthermore, the overwhelming majority of 
customers indicate d that they have a strong preference for a “mix and match” 
approach i.e. to buy the best product from each type of chip regardless of supplier as 
oppos ed to buying them in a bundle.228 Thus even customers that do buy both 
FPGAs and CPUs prefer to mix and match and thus would be reluctant to buy a bundle.  
(181) Fourth, the Intel/Altera merger ,
229 which took place in 2015, was similar to the 
Transaction in that a CPU producer, Intel, acquired an FPGA producer, Altera. As mentioned in paragraph (180) above, despite the fact that theoretically Intel could 
bundle and tie CPUs and FPGAs, the market investigation clearly indicated that this 
practice is almost non-existent  today. Further, no CPU producer has been foreclosed 
since that merger. On the contrary, as can be seen from Table 2  in Section 5.3, 
AMD, Intel’s main r ival in x86 CPUs , has successfully increased its market share s at 
Intel’s expense in the last two years  and also grew  its revenues and market shares 
more generally since 2016.
230 [forcasts on AMD’s market position].231 This example 
shows the lack of foreclosure risks and further corroborates the assessment that the 
merged entity will not have the ability to foreclose CPU rivals.  
(182) In conclusion, in light of all the  reasons set out in this section (Section 5.5.1.2(A)),  
the Commission considers that the merged entity will not have the ability to 
foreclose rival CPU suppliers by means of contractual tying or pure bundling 
practices between Xilinx’s FPGAs  and AMD’s CPUs.  
(B) Mixed bundling 
(183) In a mixed bundling scenario, the merged entity  would offer discounts for a joint 
purchase of CPUs and FPGAs. The Commission considers that the merged entity 
would not have the ability to foreclose rival CPU suppliers as a result of a 
hypothetical mixed bundling strategy between Xilinx’s FPGAs and AMD’s CPUs, 
for the same reasons as set out above in relation to pure bundling and contractual 
tying.  
(184) First, the Commission notes that the arguments related to the lack of a sufficiently 
large common pool of customers set out in paragraphs (165) to (170) apply, a 
                                                 
226  Responses to Q2 –  Questi onnaire to customers, question 42; Q1 – Questionnaire to competitors and trade 
associations, question 52.  
227  Responses to Q2 – Questionnaire to customers, question 42. For example one respondent stated that it is not 
aware of such practice in its business and has no insight into other businesses. Another respondent referred to the 
integration of FPGAs and CPUs in the same chip, i.e. FPGA SoCs, which are part of the FPGA market. Thus the 
response is unrelated to the bundling or tying of FPGAs (including FPGA SoCs) and CPUs. The third respondent 
did not give a qualitative response.  
228  Responses to Q2 – Questionnaire to customers, question 42.  
229  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015.  
230  [Internal document].  
231  [Internal document].  
 
 
46 fortiori, to a mixed bundling scenario in which the common customers would also be 
able to source FPGAs and CPUs individually from the supplier that they prefer.  
(185) Second, the analysis in relation to pure bundling and contractual tying under the 
hypotheses of large and narrower FPGA markets (paragraphs (171) to (179)) also 
applies  mutatis mutandis .  
(186) Specifically , under the hypothesis of a broad FPGA market, the merged entity will 
lack market power and thus the ability to foreclose because its FPGAs are not clearly 
superior compared to those of competitors and competitors  are not more, and 
probably less, capacity c onstrained than the merged entity. Further, Intel, AMD’s 
main CPU rival, cannot be foreclosed because it has its own FPGAs and could replicate the d iscounts offered for the joint purchase of FPGAs and CPUs. The 
difference in this regard relative to the pure bundling and contractual tying scenario is that Intel is even less likely to be foreclosed as it could maintain any discount 
much longer or give greater discounts given its much larger volume of CPUs . Thus, 
as explained in relation to pure bundling and c ontractual tying, the practice can, at 
best, affect smaller, CPU -only suppliers but this appears implausible too. Namely if 
the CPU market is narrow and restricted to x86 CPUs or subsegments within x86 
CPUs, there are no firms to foreclose as in those markets Intel is AMD’s only 
competitor. If the CPU market is wide, foreclosure of certain firms cannot even arise 
in the absence of cus tomers that buy FPGAs, while the remaining firms also cannot 
be foreclosed due to an insuffi cient pool of common customers.  
(187) Under the hypothesis of narrow FPGA markets, Xilinx may have market power in a 
narrow FPGA market, but in this case the considerations set out above in 
paragraphs  (165)-(170) on the insufficient pool of common customers would apply 
with even greater force as any plausible CPU market would be vastly l arger than the 
narrow FPGA markets. Thus under this hypothesis any bundling strategy would have a negligible effect on CPU rivals’ sales.  
(188) Third, respondents to the market investigation indicated that, although it can happen 
that discounts are offered in c ase FPGAs and CPUs are purchased jointly by 
customers, such practic e is not common,
232 and most customers would not choose 
the bundled products due to their strong preference for a mix and match  approach.233 
The difference relative to pure bunding and contractual tying in this regard is that 
customer preference for mix and match has a much stronger effect in the case of 
mixed bundling  because the customer is free to choose any individual product from 
the merged entity.  
(189) Fourth, the lack of any effect or observable systematic bundling practice after the 
Intel/Altera merger (paragraph (181) shows that such practices are unlikely to occur 
following the implementation o f the Transaction.   
(190) Therefore, for the reasons set out above and in line with the Commission’s assessment under a pure bundling scenario, the Commission concludes that the 
                                                 
232  Responses to Q1 – Questionnaire to competitors and trade associations, question 53; Q2 – Questionnaire to 
customers, question 43.  
233  Responses to Q1 – Questionnaire to competitors and trade associations, questions 43.3/46; Q2 – Questionnaire to 
customers, questions 33.1/36.  
 
 
47 merged entity will not have the ability to foreclose rival CPU suppliers by means of 
a mixed bundling strategy between Xilinx’s FPGAs and AMD’s CPUs.  
(C) Technical tying  
(191) The Commission has assessed whether the merged entity would have the ability to 
tie AMD’s CPUs to Xilinx’s FPGAs by degrading their technical compatibility with 
open interconnect standards, such as the PCIe, and by developing a proprietary 
interconnect standard between Xilin x’s FPGAs and AMD’s CPUs. As a result of this 
strategy, the merged entity’s FPGAs would be incompatible  with CPUs of other 
suppliers  and would be compatible only with the merged entity’s CPUs. 
Alternatively, the merged entity’s FPGAs could still link up wi th other suppliers’ 
CPUs but the PCIe connection, and thus the chips’ performance, would be compromised.   
(192) A softer form of technical tying is when the merged entity develops a proprietary 
interconnect between its own FPGAs and CPUs but fully retains the P CIe standard. 
That way there would be improved performance when the merged entity’s CPU s and 
FPGAs are paired but the FPGAs would still be fully compatible with third party 
CPUs . The Commission notes  that this form of tying amounts to a quality 
improvement  when the merged entity’s chips are bought together. That is to say, this 
scenario is economically equivalent to mixe d bundling in that a quality improvement 
replaces a price discount in the case of a joint purchase of the merged entity’s CPUs 
and FPGAs. T hus the same assessment applies as in the case of mixed bundling and, 
as explained in Section 5.5.1.2(B), the merged entity will not have the ability to 
foreclose competitors by pursuing this strategy.  
(193) Therefore  the Commission only considers the first sc enario of technical tying, 
i.e. when  the me rged entity’s FPGAs become incompatible with , or offer worse 
performance, when paired third party CPUs . The Commiss ion considers  that the 
merged entity wi ll not have the ability to fore close CPU rivals this way. The 
assessment i s again comparable  to that outlined in Section 5.5.1.2(A) in relation to 
contractual tying and pure bundling with some differences .  
(194) First, the Commission considers that, as set out in paragraphs (165) to (170) above, 
in the absence of a sufficiently large common pool of customers and in the presence 
of a lot of opportunities to sell CP Us on a standalone basis, the me rged entity will 
not be able to i mpact meaningfully CPU rivals’ sales in the case of technical tying.  
(195) Second, the analysis in relation to pure bundling and contractual tying under the hypotheses of large and narrower FPGA markets (paragraphs (171)-(179)) also 
applies.  
(196) Specifically, under the hypothesis of a broad FPGA market, the merged entity will 
lack market power and thus the ability to foreclose because its FPGAs are not clearly 
superior compared to those of competitors and competitors are not more, and 
probably less, capacity constrained than the merged entity. Further, Intel, AMD’s 
main CPU rival, cannot be foreclosed because it has its own FPGAs and could 
replicate the merged entity’s bundle. The difference in this regard relative to the pure 
bundling and contractual tying scenario is that Intel is even less likely to be 
 
 
48 foreclosed as it already has a proprietary interconnect  technology to pair CPUs and 
FPGAs, whereas the merged entity would still have to develop such a link .234 As the 
development of a proprietary interconnect technology is a multi -year effort involving 
large costs ,235 Intel is even better positioned than the merged entity in this scenario 
than in the case of pure bundling or contractual tying. Thus, as explained in relation 
to pure bundling and contractual tying, the practice can, at best, affect smaller, CPU -
only suppliers but this appears implausible too. Namely if the CPU market is narrow 
and restricted to x86 CPUs or subsegments within x86 CPUs, there are no firms to 
foreclose as in those markets Intel is AMD’s only competitor. If the CPU market is wide, foreclosure  of certain firms cannot even arise in the absence of cus tomers that 
buy FPGAs, while the remaining firms also cannot be foreclosed due to an 
insuffi ciently large  pool of common customers.  
(197) Under the hypothesis of narrow FPGA markets, Xilinx may have marke t power in a 
narrow FPGA market, but in this case the considerations set out above in paragraphs 
(165)-(170) on the insufficient pool of common customers would apply with even 
greater force as any plausible CPU market would be vastly larger than the narrow 
FPGA markets. Thus under this hypothesis a ny bundling strategy would have a 
negligible effect on CPU rivals’ sales.  
(198) Third, as discussed in relation to pure bundling, contractual tying and mixed 
bundling, the market investigation confirmed that customers have a strong 
preference for a “mix and mat ch” approach, as almost the entirety of customers 
indicated that they prefer to buy CPUs, discrete GPUs and FPGAs separately, 
picking the best option regardless of the supplier.
236 For instance, a customer  
explained that they “ typically select the supplier that provides the best technical 
solution”, while two other customer also submitted that they look for best of breed 
products. Another respondent replied that they prefer to “ have the ability to select 
the best option of CPU and FPGAs separately or  bundled depending on the best 
overall solution”. Therefore, it appears evident that customers want to retain the 
possib ility to choose how to combine the products  of different suppliers, and would 
not favour an offering that technically limits their ability to do so by locking them 
into a single supplier.  
(199) The prerequisite of “mix and match” from a technical point of view is open 
interconnect standards such as PCIe. Consistent with their preference for a “mix and 
match” approach, customers expressed a strong preference for open interconnect standards.
237 All respondents to the market investigation, both customers and 
competitors, indicated that customers have a strong preference for compatibility with open interconnect standards, especially the PCIe, when purchasing CPUs, FPGAs or 
discrete GPUs.
238 One respondent, for example, explained that “ open standards 
promote greater choice and freedom […]”. Likewise, a nother respondent indicated 
that “open standards and interoperability provide flexibility for vendors, value chain  
                                                 
234  Form CO, paragraphs 532 – 532. 
235  Responses to Q1 – Questionnaire to competitors and trade associations, question 60.  
236  Responses to Q2 – Questionnaire to customers, question 44.  
237  Responses to Q1 – Questionnaire to competitors and trade associations, question 58; Q2 – Questionnaire to 
customers, question 48.  
238  Responses to Q1 – Questionnaire to competitors and trade associations, question 58; Q2 – Questionnaire to 
customers, question 48.  
 
 
49 providers and end users, and […] encourages technology and pricing competition”.  
The difference in customer attitudes relative to pure bundling and contractual tying 
is that customers’ preference for open interconne ct standards is even stronger to the 
extent that compliance with such standard (PCIe now, CXL  in the future) is a  de 
facto essential requirement  when purchasing chips.  As a customer noted “ The 
pressure and demand for PCIe standard is strong.”239 A competitor specified that 
degrading compatibility with PCIe would lead to customers choosing devices offered 
by other suppliers.240 
(200) Fourth, the Intel -Altera merger is also instructive in this regard in that Intel’s CPUs 
and FPGAs continue to be compatible with open interconnect standar ds despite the 
fact th at Intel’s position in CPUs is much stronger than AMD’s. Under certain 
plausible CPU market definitions Intel’s market share exceeds 90% and despite that strong position its CPUs comply with open interconnect standards.   
(201) Therefore, for the reasons set out in this section  (5.5.1.2(C)), the Commission 
concludes that the merged entity will not have the ability to foreclose rival CPU 
suppliers by means of a technical  tying strategy between Xilinx’s FPGAs and 
AMD’s CPUs.  
5.5.2. Incentive to foreclose CPU suppliers  
5.5.2.1. The Notifying P arty’s  view s 
(202) The Notifying Party considers  that the incentive to foreclose CPU suppliers by 
bundling or tying FPGAs and CPUs depends on the trade -off between sales of 
FPGAs foregone (to customers that want to buy FPGAs on a standalone basis) and sales of CPUs gained. Based on this trade -off, the Notifying Party submit s that i f, 
hypothetically, the merged entity had the ability to foreclose rival CPU suppliers, it 
would not have the incentive to do so.  
(203) More specifically, the merged entity would not have the incentive to engage in 
contractual tying  or bundling. First, as regards data centre s, the Notifying Party 
explain s that FPGAs for data centre s are not a separate product category, and can be 
used in a variety of other applications , including without CPUs . Notably, the 
majority of Xilinx’s revenues are generated from market segments other than data 
centre s. Therefore, selling all of  Xilinx’s FPGAs exclusively paired with AMD’s 
CPUs would harm the merged entity’s business, as it would not allow the merged entity to sell enough CPUs to data centre  customers to recoup the losses on the 
FPGA side.
241  
(204) Second, t he Notifying Party indicate s that roughly 90% of Xilinx’s FPGA  sales is 
directed to industrial customers, i.e. outside of the data centre space.  Also in this 
case, the Notifying Part y submit s that the merged entity would not have the incentive 
to engage in contractual tying or bundling strategies. As regards the industrial 
sectors where customers could use both FPGAs and CPUs (see Table 14 ), the 
                                                 
239  One customer’s response to Q2  – Questionnaire to customers, question 48.  
240  Responses to Q1 – Questionnaire to competitors and trade associations, question 59; Q2 – Questionnaire to 
customers, question 49.  
241  Form CO, paragraphs 547 – 551.  
 
 
50 Notifying  Party indicate s that the “attach rate” for FPGAs, i.e. the estimated sales of  
FPGAs  used together with CPUs relative t o the overall FPGA sales in such sectors, 
range from [10-20]% (Automotive) to [30-40]% (Wired & Wireless). The average 
attach rate for FPGAs used with CPUs across such sectors is [20-30]%.242 This 
means, according to the Notifying  Party, that roughly [70-80]% of FPGAs are used 
without a CPU.243  
(205) The Notifying  Party calculate s that Xilinx’s total sales in the relevant industry 
sectors amount to USD […] million (2020), of which USD […] was generated from 
sales of FPGAs used without a CPU. Therefore, implementing a contractual tying/bundling strategy would entail the merged entity foregoing USD […]  in sales. 
According to the Notifying  Party, it is extremely implausible that such a loss could 
be compensated by additional CPU sales.
244  
(206) The Notifying  Part y estimate s that AMD would have to increase its sales of CPUs by 
[150-200] times for this trade -off to be profitable, as in 2020 AMD sold 
approximately USD […] million worth of CPUs in the relevant industrial sectors at 
hand. The overall CPU sales in these sectors amount to USD […]  billion (2020), of 
which a conservative 10% (USD […] million) represent CPUs used with FPGAs.245 
Given Xilinx’s approximate market sha re of [50-60]% in the relevant industrial 
sectors ( [40-50]%), the Notifying  Party considers  it reasonable to assume that the 
maximum revenues that the merged entity can obtain from additional CPU sales 
represents approximately half of such amount, i.e. USD  […] million.246 This would 
result in a net loss of over USD […]  million. Therefore, for the reasons set out 
above, the  Notifying  Party considers  that the merged entities would not have the 
incentive to engage in commercial tying or bundling practices. 
(207) The N otifying  Part y also submit s that the merged entity would not have the incentive 
to implement technical tying strategies. First , impairing the use of the PCIe 
interconnect standard would affect the performance of a number of AMD’s products that rely on it (e.g. network controllers, switches, solid state drivers etc.). This would 
also reduce the value of AMD -based servers to customers, which would be 
counterproductive for AMD as a business strategy.
247 Second, in the Notifying  
Party’s view, the merged entity would have no incentive to develop a proprietary 
interconnect technology, since this would harm interoperability between Xilinx’ 
FPGAs and non -AMD CPUs. In this regard, the Notifying  Party explain s that a 
significant portion of Xilinx’s FPGAs are actually  paired with Intel CPUs, especially 
in data centre s. Third, the Notifying  Party recall s the strong demand for 
interoperability, especially by large customers that enjoy significant buyer power, 
which generates an incentive to increase the products’ interop erability rather than 
decreasing it.248 These factors, in the Notifying  Party’s view, would not allow the 
merged entity to gain enough CPU sales to offset the loss of business opportunities 
due to reduced interoperability.  
                                                 
242  Form CO, Figure 10.  
243  Form CO, paragraph 632.  
244  Ibid.  
245  Form CO, paragraph 633.  
246  Ibid.  
247  Form CO, paragraph 542.  
248  Form CO, paragraph 544 – 545. 
 
 
51 (208) Finally, the Notifying  Party submi ts that the merged entity would not have the 
incentive to pursue a mixed bundling strategy as a means of forec losing rival CPU 
suppliers by selling CPUs at a cost. First, gaining market share in the CPU market  at 
a cost of lower margins is not sustainable given AMD’s small market shares 
compared to Intel’s overwhelmingly larger position. Such a strategy would require 
considerable investments over a long period of time that the merged entity cannot 
sustain. Second, as explained above, any discounting strateg y can be replicated by 
Intel. Third, the Notifying  Party point s to the fact that if there were any significant 
gains stemming from a mixed bundling strategy, Intel would have already 
implemented it. Given the lack of ability and incentive, the Parties point out that the 
merged entity may actually  wish to offer discounts on FPGA/CPU bundles to attract 
customers, which would have pro-competitive effects.249  
(209) In conclusion, for the reasons set out above, the Notifying Party submit s that the 
merged entity would not have the incentive to foreclose rival CPU suppliers by 
leveraging on Xilinx’s market position in FPGAs via tying or bundling strategies.  
5.5.2.2. The results of the market investigation and the Commission’s assessment  
(210) The Commission considers that the merged entity  will not have any incentive to 
engage in  foreclosure of competing providers of CPUs , for the following  reasons . 
Such incentive would only exist if the merged entity’s gains in the leveraged CPU market would exceed the potential losses stemming from any tying or bundling 
strategy.  
(211) First, the Commission notes that the Parties’ internal documents do not contain any 
indications that suggest the existence of an incentive to engage in bundling or tying 
practices for the purpose of foreclosing rival CPU suppliers post -Transaction. While 
the Transaction is expected to allow AMD to expand to new customers and 
industries outside data centres  and to bring synergies , in line with the rationale of the 
Transaction,
250 there is no indication  that the merged entity intends to undertake 
anticompetitive leverage on Xilinx’s position in the market for FPGAs.  
(212) Second, the results of the market investigation support the conclusi on that the 
merged entity would not have the incentive to foreclose rival providers of CPUs . 
Almost the entirety of the respondents who provided a qualitative answer indicated 
that it is not common across the industry to bundle or tie CPUs and FPGAs.251 
Spec ifically  majority of customers indicated that this never happens, or that it 
happens rarely.252 As one customer explained, they “[have] not experienced that 
CPU and FPGA components can’t be procured separately ”. Therefore, based on the 
explanations provided, it appears that there is a lack of general incentive for 
suppliers to bundle and tie different components, in particular CPUs and FPGAs.  
(213) Third, the Commission notes that, based on the information provided by the 
Notifying Party on the attach rate for FPGAs and CPUs and on the limited size of the 
                                                 
249  Form CO, paragraphs 636 – 641.  
250  Form CO, paragraphs 5 – 6.  
251  Responses to Q1 – Questionnaire to competitors and trade associations,  question 52; Q2 – Questionnaire to 
customers, question 42.  
252  Responses to Q2 – Questionnaire to customers, question 42.  
 
 
52 CPU market attributable to customers who also use FPGAs (paragraphs (204)  
to (206) above), which was confirmed by the market investigation 
(para graphs (165)-(170)) it appears unlikely that a tying or bundling strategy would 
be profitable for the merged entity. 
(214) Namely , in the case of pure bundling, contractual tying and technical tying, given the 
low ove rlap of customers and the limited opportunities to sell FPGAs and CPUs 
jointly, the gains in CPUs sales are likely to be limited. On the other hand, given 
customers’ preference for mix and ma tch and open interconnect standards , many 
customers would reject the bundle in the presence of an alternative, leading to 
considerable losses on standalone sales. Customers would only accept the bundles in areas where  there would be no alternative  to Xilinx’s FPGAs, but, as explained in 
Section 5.5.1.2. this, at best, i s limited to some very narrow plausible FPGA markets. 
In that case, however, losing CPU sales in a much larger CPU market (as the merged 
entity would have to maintain the bundle across in the entire CPU market, otherwise 
customers can continue to mix and m atch) would most probably outweigh the gains.  
As regards  mixed bundling, the merged entity’s gains in CPU sales  are also likely to 
be limited due to low overlap of customers and the limited opportunities to sell 
FPGAs and CPUs jointly . These limited gains  in CPU volumes are unlikely to 
compensate for the losses from the discounts the merged entity would give in the 
case of joint sales . 
(215) Fourth, the lack of a general incentive to impose bundling or tying strategies is 
further confirmed by the fact that Intel, following the acquisition of Altera, has never 
engaged in such practices. More specifically, other than some ad-hoc  (but not 
systematic) discounts in the case of joint sales, Intel has continued to offer its 
FPGAs and CPU s on an individual basis, and there is no indication that this policy 
will be discontinued. Contractual  tying , technical tying and bundling have never 
been imposed for the purpose of foreclosing rival suppliers of CPUs or FPGAs.
253 In 
addition, the Commission notes that Intel, unlike AMD, has developed some 
proprietary interconnect technologies.254 However, in Intel/Altera , the Commission 
concluded that, despite this fact, it would have  been commercially unattractive for 
Intel to degrade the compatibility of their FPGAs and CPUs with the PCIe standard, 
given the risk of losing  sales .255 The Commission considers that the same conclusion 
applies a fortiori  to the present case, since AMD has not developed any proprietary 
interconnect technology. 
(216) Therefore, for the reasons set out above, the Commission concludes that the merged 
entity would not have the incentive to foreclose rival CPU suppliers by means of any 
hypothetical bundling or tying practices between Xilinx’s FPGAs and AMD’s CPUs.  
                                                 
253  Form CO, paragraph 524.  
254  Form CO, paragraphs 532 – 532. 
255  Case COMP M.7688 – Intel/Altera, Commission decision of 14 October 2015, paragraphs 156 –  157. 
 
 
53 5.5.3. Impact on effective competi tion 
5.5.3.1. The Notifying Party’s  view  
(217) The Notifying Party submit s that, even if the merged entity had the ability and 
incentive to engage in foreclosure strategies , rival CPU suppliers would not be 
foreclosed.  
(218) First, bundling or tying practices concerning Xilinx’s FPGAs and AMD’s CPUs 
would not cover a large enough proportion of the related market for CPUs to cause 
anticompetitive effects.  Even if the merged entity successfully offered its FPGAs 
exclusively bundled or tied to its CPUs, and even if Intel was not able to replicate 
such bundles, any reduction in sales of rival CPU suppliers would be so limited that 
it would not reduce their ability to compete.256  
(219) In this regard, the Notifying Party notes that in Nvidia/Mellanox the Commission 
accepted that if the tyi ng or bundling practice affected 30% or less of the relevant 
market, the conduct would not hinder competitors’ ability and incentive to compete. The size of the FPGA market is significantly smaller than the size of the respective 
CPU market in sectors wher e customers use both chips together (paragraph (157)  
above ). In data centre s, expenditure on accelerated servers amounts to 15% of the 
overall server expenditures, with the FPGA market representing one fiftieth of the 
value of the respective CPU market. Likewise, in the industrial space, the Notifying Party estimate s that only 10% of CPUs, at most, are used with FPGAs. Therefore, 
based on these data, the Notifying Party submit s that the proportion of the CPU 
market foreclosed would be far less than 30%. Rival CPU suppliers would then still have access to sufficient CPU sales to re main competitive.
257  
(220) Second, the Notifying  Party stresses  that, even if the merged entity had the ability 
and incentive to pursue bundling or tying strategies, Intel would remain as a strong 
competitive constraint and would be able to counteract any foreclosure attempt 
replicating the merged entity’s bundles  by pairing Intel’s CPUs and FPGAs.258  
(221) For the reasons set out above, the Notifying  Party considers  that, in any case, if the 
merged entity bundled or tied their FPGAs and CPUs, such practices would not ha ve 
anticompetitive effects. Indeed, rival CPU suppliers would not be foreclosed from the market and would maintain their ability and incentive to compete.  
5.5.3.2. The results of the market investigation and the Commission’s assessment  
(222) The Commission considers that due to the lack of ability and incentive, it is not 
needed to assess whether any foreclosure strategy would have a negative impact on 
effective competition. 
(223) In any event, even if the merged entity were successful  in foreclosing certain rival 
CPU suppl iers by means of leveraging Xilinx’ position in FPGAs, this would impact  
only a limited  portion of the market for CPUs . As explained in Section 5.5.1.2., 
significant business opportunities would remain for rival CPU suppliers to continue 
                                                 
256  Form CO, paragraphs 553 – 555.  
257  Form CO, paragraph 555.  
258  Form CO, paragraph 554.  
 
 
54 selling CPUs eithe r to customers that do not buy FPGAs, or for use cases in which 
an FPGA is not deployed. Therefore, if the merged entity engaged in foreclosure 
strategies, it is implausible that Intel and smaller CPU suppliers could be foreclosed. 
If rival CPU suppliers ’ sales cannot be impacted to a meaningful degree, they would 
retain their ability to compete and thus overall CPU prices and quality would not 
change.  
(224) This conclusion is supported by the results of the market investigation. Almost the 
entirety of customers  and competitors submitted that the Transaction would not have 
a negative impact on their company.259 Rather, a number of customers indicated that 
the impact of the Transaction will be positive, as it will allow the merged entity to improve the product roadm ap and to bring increased product offering and value to 
customers.
260 The Commission also did not receive any complaints in relation to the 
Transaction. 
(225) Furthermore, and in line with t he above, none of the respondents to the market 
investigation signaled that the Transaction would have a negative impact on any of the different markets or segments for CPUs or FPGAs considered in sections 4.2.2  
and 4.2.4 above. On the contrary, respondents indicated that the impact of the 
Transacti on on such markets would be either neutral or positive.
261 For instance, one 
customer and competitor of the Parties submitted that “ based on experience with the 
Intel/Altera merger, the impact to the market by the AMD/Xilinx merger is expected 
to be neutral. ”262 
(226) In sum, for the reasons set out above, the Commission concludes that if the merged 
entity were successful  in foreclosing certain rival CPU suppliers by means of 
leveraging Xilinx’ position in FPGAs, this would not have a negative impact on the 
market for CPUs under all considered product market definitions.  
5.5.4. Conclusion  
(227)  In light of the above considerations, the Commission considers that the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market or 
the functioning of the EEA Agreement with regard to any hypothetical foreclosure 
strategy resulting from the conglomerate relationships between the Parties’ activities 
as suppliers of FPGAs and CPUs, given the lack of ability, incentive or possible 
effects of such strateg y to foreclose competing CPU suppliers.  
                                                 
259  Responses to Q1 – Questionnaire to competitors and trade associations, question 68; Q2 – Questionnaire to 
customers, question 58.  
260  Responses to Q2 – Questionnaire to customers, question 58.1.  
261  Responses to Q1 – Questionnaire to competitors and trade associations, question 69; Q2 – Questionnaire to 
customers, question 59.  
262  Responses to Q1 – Questionnaire to competitors and trade associations, 69.1.  
 
 
55 5.6. Foreclosure of GPU suppliers 
5.6.1. Ability to foreclose discrete GPU suppliers  
5.6.1.1. The Notifying Party’s  view  
(228) First, the Notifying Party considers  that no conglomerate relationship exists between 
FPGAs and GPUs. In the Notifying  Party’s view, FPGAs and discrete GPUs are 
both used as accelerators in data centres. However, data centre  applications that 
deploy acceleration technology generally use  either FPGAs or discrete GPUs, but 
not both.263 More specifically, FPGAs and di screte GPUs could be used in the same 
data centre, but they would perform different functions and would be generally 
deployed in different applications  (e.g. networking, computing or storage). In the 
few cases in which  a data centre  application deploys both products at once ,264 the 
FPGA and the GPU perform distinct functions in different locations, and are 
generally not interconnected. For this reason, according to the Parties, the condition 
set out in the Non-horizontal  Merger Guideli nes that both product s need to be  
“generally purchased by the same set of customers for the same end use”265 is not 
met. The Notifying  Party also note s that, to the best of their knowledge, there are no 
examples of FPGAs and discrete GPUs being purchased by the same customers in 
any industry sectors or end application other than accelerated data centres.266 
(229) In any case, the Notifying  Party submit s that the merged entity would not have the 
ability to foreclose discrete GPU suppliers by means of tying or bundling . First, the 
Notifying  Party considers  that the merged entity would not have a significant degree 
of market power, for the same reasons set out above as regards tying and bundling of FPGAs and CPUs. In data centres, Xilinx faces significant competition from Intel, 
that has a comparable market share in the market for FPGAs. In addition, the merged 
entity would face a significantly do minant rival in the GPU market (Nvidia) that 
would be extremely implausible to foreclose due to its [90-100]% market share in 
the market for discrete GPUs for data centres.
267 
(230) Second, the Notifying  Party considers  that the arguments related to the limited 
opportunities to tie and bundle FPGAs with CPUs apply, a fortiori , to FPGAs and 
discrete GPUs. Indeed, the Notifying Part y submit s that only in very limited cases, if 
any, the same data centre application deploys both an FPGA and a discrete GPU. 
Therefore, due to the general lack of complementarity, commercial opportunities to 
tie or bundle discrete GPUs with FPGAs account for a very small fraction of the 
addressable market for discrete GPUs for data centres.268 For this reason, there is no 
possibility that rival GPU suppliers would be foreclosed from the broader market for 
discrete GPUs for data centres as a result of contractual tying/bundling, technical 
tying and mixed bundling strategies.  
                                                 
263  Form CO, paragraph 233.  
264  Form CO, paragraph 234. To the best of the Parties’ knowledge, the only circumstances in which FPGAs and 
GPUs are currently deployed in the same data centre application is where an FPGA -based Smart NIC is used to 
interconnect multiple GPUs that are being used to accelerate compute workloads. However, in such case, the 
FPGA and the GPU carry out different functions that are not comparable and interchangeable.  
265  Non-Horizontal Merger Guidelines, paragraph 91.  
266  Form CO, paragraph 577.  
267  Form CO, paragraph 585.  
268  Form CO, paragraph 587. The Parties estimate that, conservatively, less than 10% of all data centre GPU 
purchases are made by customers that also purchase FPGAs (see paragraph 605).  
 
 
56 (231) Third, according to the Notifying  Party, even when FPGAs and discrete GPUs are 
purchased by the same customer, they are not purchased together. Discrete GPUs 
and FPGAs have different buying patterns and volume needs, and any joint buying 
behavior would be mostly incidental. On this point, the Notifying  Party reiterate s 
that discrete GPUs and FPGAs are never bought together to solve a technical 
problem for which both products are required in combinat ion.269 Fourth, according 
to the Notifying  Party, also in this case there is significant countervailing buyer 
power among data centre customers, in particular hyperscalers.270 
(232) In sum, the Notifying  Party submit s that, due to the lack of a significant degree of 
market power and due to very little complementarity and different purchasing 
patterns  between FPGAs and GPUs, the merged entity would not have  the ability to 
foreclose discrete  GPU suppliers.  
5.6.1.2. The results of the market investigation and the Commission’s assessment  
(A) Market for discrete  GPUs for data centres  
(233) The Commission considers that the merged entity will not have the ability  to engage 
in foreclosure of competing providers of discrete GPUs for data centres  and discrete 
GPUs for gaming , for the following  reasons . 
(234) First, information gathered from the market investigation indicate s that, contrary to 
the Notifying Party’s views, FPGAs and discrete GPUs for data centres  could be 
used together in the same application or device by customers. However, this does not appear to be common. The majority of customers and competitors that provided their 
views indicated that FPGAs and GPUs are indeed “rarely” used together, althoug h 
some respondents also submitted that this happens “sometimes”.
271 In this regard, 
one competitor indicated that “both types of devices can used for the acceleration of 
certain workloads. In some cases, it may be efficient to use both, but such cases are 
less common. […] FPGAs are sometimes used to perform board management 
functions alongside a GPU. It is also possible to use FPGA -based smart network 
interface cards alongside GPUs in the same platform.”272 
(235) Although the market investigation indicated that discrete GPUs for data centres  
could be used together with FPGAs by the same customers, it also appears  that these 
two chips  are used complementarily in a limited number of cases, and in particular 
less frequently than FPGAs and CPUs. In this regard, all respondent but one 
customer agreed with the statement that most discrete GPUs are used without an 
FPGA.273 The market investigation also confirmed that a majority of GPU customers 
do not buy FPGAs . 274 Therefore, the Commission considers that the arguments set 
out i n section 5.5.1.2 related to the lack of a sufficiently large common pool of 
                                                 
269  Form CO, paragraphs 238 – 239.  
270  Form CO, paragraph 605.  
271  Responses to Q1 – Questionnaire to competitors and trade associations, question 46; Q2 – Questionnaire to 
customers, question 36.  
272  Responses to Q1 – Questionnaire to competitors and trade associations, question 46.1.  
273  Responses to Q1 – Questionnaire to competitors and trade associations, question 47; Q2 – Questionnaire to 
customers, question 37.  
274  Responses to Q1 –  Questionnaire to competitors and trade associations, question 49; Q2 – Questionnaire to 
customers, question 39.  
 
 
57 customers , within the meaning of paragraph 100 of the Non-horizontal Merger 
Guidelines , between FPGAs and CPUs apply to FPGAs and discrete GPUs for data 
centres  as well.  Absent a large pool of common custom ers and considering the  very 
limited cases of common usage of FPGAs and GPUs, the sales of Nvidia, AMD’s 
only GPU competitor, are  unlikely to be affected to a meaningful degree. This 
applies to all forms of tying and bundling.  
(236) Second, even if some customers purchase both chips , joint purchase will likely be 
incide ntal, as buying patterns for FPGAs and discrete GPUs for data centres  are 
mostly independent. This is confirmed by the market investigation, as a majority of customers and competitors who expressed their views indicated that customers who 
purchase both FPG As and GPUs do not purchase them  at the same time.
275 As 
indicated at para graph 98 of the Non-Horizontal Merger Guidelines, pure bundling is 
very unlikely if the products are not bought simult aneously. The same applies to 
technical tying too, while non-simultan eous purchases would very much complicate 
and render more difficult contractual tying and mixed bundling.  
(237) Third, the Commission  considers that the arguments set out in section 5.5.1.2(A) in 
relation to CPUs and FPGAs in relation to the different hypotheses on the size of the FPGA markets apply in this case too mutatis mutandis .   
(238) Specifically, under the hypothesis of a broad FPGA market, the merged entit y will 
lack market power and thus the ability to foreclose Nvidia because its FPGAs are not 
clearly superior compared to those of its competitors and its FPGA competitors are 
not more, and probably less, capacity constrained than the merged entity. This me ans 
that customers  can easily source FPGAs from the merged entity’s FPGA 
competitors , in particular from Intel, and discrete GPUs  from Nvidia, which would 
have the means to replicate any discounts if needed. Under the hypothesis of narrow 
FPGA markets, Xil inx may have market power in a narrow FPGA market, but in this 
case the considerations set out above in paragraphs (234)-(235) on the insufficient ly 
large  pool of common customers would apply with even great er force as the market 
for GPUs for data centres (USD […] million) would be vastly larger than the narrow 
FPGA markets ( e.g. USD […] million for FPGAs for data centers without any 
further segmentation). Thus under this hypothesis any bundling strategy woul d have 
a negligible effect on Nvidia ’s sales. These considerations apply to all forms of tying 
and bundling, including contractual tying, pure bundling, technical tying and mixed 
bundling.  
(239) Fourth, just like in the case of CPUs and FPGAs, there are additional factors that 
make any form of tying and bundling less likely. Namely,  customers have a strong 
preference for a mix -and-match approach
276 and open interconnect standards .277 
Furthermore  pure bundling, tying and technical tying involving GPUs is virtually 
non-existent in the marketplace while discounts in the case of joint purchase are rare.
278 Thus, even if so far there has been no supplier with substantial sales of both 
                                                 
275  Responses to Q1 –  Questionnaire to competitors and trade associations, question 51; Q2–  Questionnaire to 
customers, question 41.  
276  Responses to Q2 – Questionnaire to customers, question 42.  
277  Responses to Q1 – Questionnaire to competitors and trade associations, question 58; Q2 – Questionnaire to 
customers, question 48.  
278  Responses to Q2 – Questionnaire to customers, question 42.2 and 43; Q1 – Questionnaire to competitors and 
trade associations, question 52.2 and 53.  
 
 
58 GPUs and FPGAs specifically, the Commission considers it a relevant factor that 
tying and bundling practices involving GPUs are absent in the market. These factors 
make any form of tying and bundling even less likely.279  
(B) Market for discrete GPUs for gamin g and professional visual isation  
(240) As explained in paragraph (148) above, FPGAs are not used in gaming devices or 
consoles, therefore the market for discrete GPUs for gaming can be considered an 
affected market only to the extent to which, potentially, such GPUs are used together 
with FPGAs for end uses other than gaming. These cases are likely to be very 
limited.  
(241) Therefore, all arguments set out above in relation to the conglomerate relationship 
between FPGAs and discrete GPUs for dat a centres apply, a fortiori, to the potential 
conglomerate relationship between FPGAs and discrete GPUs for gaming.  
(C) Conclusion  
(242) For all reasons indicated above, the Commission concludes that the merged entity 
would not have the ability to foreclose rival suppliers of discrete GPUs by means of hypothetical bundling or tying strategies between Xilinx’s FPGAs and AMD’s 
discrete GPUs.  
5.6.2. Incentive to foreclose discrete GPU suppliers  
5.6.2.1. The Notifying Party’s  view  
(243) In the Notifying  Party’s view,  even if the merged entity had the ability to foreclose 
rival suppliers of discrete GPU, it  would not have the incentive to do so. In this 
regard, and in line with the arguments on foreclosure of CPU suppliers, the merged 
entity would face a trade -off between sales of FPGAs foregone (because customers 
can no longer buy FPGAs without a discrete G PU) and sales of discrete GPUs 
gained (because customers who buy Xilinx’s FPGAs would buy AMD’s GPUs 
instead of Nvidia’s GPUs).  
(244) According to the Notifying  Party, this trade -off would not be profitable under any 
tying or bundling scenarios. First, the Notifying  Part y submit s that, since FP GAs and 
discrete GPUs are almost never used together in the same data centre applicatio n, the 
demand for FPGA/G PU bundles is very little compared to the demand for FPGAs 
and discrete GPUs on a separate basis.
280 As the vast majority of FPGA sales in data 
centres are to customers that do not also buy discrete GPUs for use in the same data 
centre application, a contractual tying or bundling strategy would require the merged 
entity to forego almost all of its FPGA sales.  
(245) Second, the Notifying  Party submit s that the attractiveness of tying and bundling 
discrete GPUs and FPGAs is further weakened by the fact that there is no such thing as data centre only FPGAs. The high-end FPGAs used in data centres are essentially 
the same as FPGAs used in a range of other appl ications. Therefore, the merged 
                                                 
279  Intel, which is an FPGA supplier, recently started to offer data centre GPUs. 
https://www.pcmag.com/news/intels-first-discrete- gpu-for-data-center s-arrives-to-power-android-cloud.  
280  Form CO, paragraph 595.  
 
 
59 entity would need to stop selling all FPGAs individually to ensure effectiveness of a 
contractual tying or bundling strategy.281 The Notifying  Part y submit s that the effects 
would be ruinous for the merged entity’s FPGA busine ss, and such losses could not 
be recouped thanks to the limited gains in additional discrete GPU sales to the few 
customers who buy discrete G PUs and FPGAs together.  
(246) Third, the Notifying  Party considers  that it makes no commercial sense for the 
merged entity to foreclose GPU suppliers by means of mixed bundling. The demand 
for discrete GPUs is independent from the demand for FPGAs, and purchasing 
decisions are ultimately driven by technical considerations on the two different types 
of accelerators, not by discounts on prices.282  
(247) In conclusion, for the reasons set out above, the Notifying  Party submit s that the 
merged entity would not have the incentive to foreclose rival suppliers of discrete GPUs by means  of any tying or bundling strategies.   
5.6.2.2. The results of the market investigation and the Commission’s assessment  
(248) The Commission considers that the merged entity will not have any incentive to 
engage in  foreclosure of competing providers of discrete GPUs , for the following 
reasons .  
(A)  Market for discrete GPUs for data centres  
(249) First, in line with the considerations set out in paragraph (211) above, the Parties’ 
internal documents do not contain any indications that suggest an incentive to 
engage in bundling or tying practices for the purpose of foreclosing rival suppliers of 
discr ete GPU for data centres post -Transaction. On the contrary, indications about 
possible synergies are mainly relative to Xilinx’s FPGAs and AMD’s CPUs rather than AMD’s discrete GPUs. Therefore, there is no suggestion that the merged entity 
intends to under take anticompetitive leverage on Xilinx’s position in the market for 
FPGAs.  
(250) Second, the market investigation indicated that , as discussed in paragraph (239)  
above and in Section 5.5.1.2(A), there are no tying and bundling practices involving 
GPUs or FPGAs. This suggests that the merged entity is un likely to have the 
incentive t o bundle and tie FPGAs and discrete GPUs.  
(251) Third, the arguments regarding the unprofitability of hypothetical tying and bundling 
strategies between FPGAs and CPUs ( Section 5.5.2) apply, also to FPGAs and 
discrete GPUs for data centres. Namely, in the case of pure bundling, contractual tying and technical tying, given the low overlap of customers and the limited 
opportunities to sell FPGAs and GPUs jointly (see Section 5.6.1.2), the gains in 
CPUs sales are likely to be limited. On the other hand, given customers’  preference 
for mix-and- match chips of different suppliers and open interconnect standards , 
many customers would reject the bundle in the presence of an alternative, leading to 
considerable losses on standalone sales. Customers would only accept the bundles in areas where  there is no alternative to Xilinx’s FPGAs, but, as explained in 
                                                 
281  Form CO, paragraph 598.  
282  Form CO, paragraph 600 – 601. 
 
 
60 Section  5.5.1.2. this, at best, is limited to some very narrow plausible FPGA markets. 
In that case, however, losing GPU sales in a large GPU market283 (as the merged 
entity would have to maintain the bundle across in the entire market for GPUs for 
data centres, otherwis e customers can continue to mix-and-match) would most 
probably outweigh the ga ins related to increased GPU sales on a narrow FPGA 
market.284 In the case of mixed bundling , the merged entity’s gains in G PU sales  are 
also likely to be limited due to low overlap of customers and the limited 
opportunities to sell FPGAs and G PUs jointly . These limited gains in GPU volumes 
are unlikely to compensate for the losses from the discounts given in the case of joint 
sales . In addition, the incentives to bundle and tie are likely to be even weaker than 
in the case of FPGAs and CPUs g iven that the pool of common customers is even 
narrower t han that between FPGAs and CPUs. 
(B) Market for discrete GPUs for gaming and professional visualis ation  
(252) As explained in paragraph (148) above, FPGAs are not used in gaming devices or 
consoles, therefore the market for discrete GPUs for gaming can be considered an 
affected market only to the extent to which, potentially, such G PUs are used together 
with FPGAs for end uses other than gaming. As mentioned in paragraph (148) such 
cases are likely to be very limited.  
(253) Therefore, the Commission considers that all the arguments set out above in relation 
to the lack of incentive to bundle or tie FPGAs and discrete GPUs for data centres apply, a fortiori, to a hypothetical conglomerate relationship between FPGAs and 
discrete GPUs for gaming.  
(254) In conclusion, for the reasons set out above, the Commission considers  that the 
merged entity would not have the incentive to foreclose rival suppliers of discrete 
GPUs for data centres and discrete GPUs for gaming by means of hypothetical bundlin g or tying strategies leveraging on Xilinx’s market position on FPGAs.  
5.6.3. Impact on effective competition  
5.6.3.1. The Notifying Party’s  view  
(255) In the Notifying  Party’s view, even if the merged entity had the ability and incentive 
to implement anti-competitive tying or bundling strategies between Xilinx’s FPGAs 
and AMD’s discrete GPUs, these strategies would have no effects on competition in 
the market for discrete GPUs for data centres  and would not lead to the foreclosure 
of rival GPU suppliers (i.e. Nvidia).
285 
(256) First, the arguments put forward with regard to the foreclosure of CPU suppliers 
apply a fortiori to  this case. T he impact of tying and bundling would be limited to an 
insignificant portion of the overall market for discrete GPUs in data centres since, as explained above, FPGAs and discrete GPUs are usually not used together. Therefore, 
in line with the Non-horizontal  Merger Guidelines, the Notifying  Party notes that a 
merger cannot be regarded as impeding effective competition if the fraction of the 
                                                 
283  The size of the market for discrete GPUs for data center is USD […] million, see Section 5.3.2.  
284  For example the size of the market for FPGAs for data centers without any further segmentation is USD […] 
million.  
285  Form CO, paragraph 603.  
 
 
61 market affected by foreclosure is not large enough to remove effective single -
product players.286 In this case, the Notifying  Part y submit s that Nvidia and Intel will 
remain as  strong single product players in the markets for discrete GPUs and FPGAs 
respectively.  
(257) Second, the Notifying  Party considers  that possible mixed bundling strategies 
concerning discrete GPUs and FPGAs would have a pro- competitive effect on 
customers , as they would contribute to the attractiveness of the merged entity’s offer 
compared to the products offered by Nvidia.  
(258) In conclusion, the Notifying  Party considers  that, due to the very limited portion of 
the market for discrete GPUs for data centres attributable to customers that use them 
together with FPGAs, any bundling or tying practices would not cause any 
anticompetitive effects on rival suppliers of discrete GPUs, in particular Nvidia.   
5.6.3.2. The results of the market investigation and the Commission’s assessment  
(259) The Commission considers that due to the lack of ability and incentive, it is not 
needed to assess whether any foreclosure strategy would have a negative impact on 
effective competition. 
(260) In any event, even if the m erged entity were to engage in a foreclosure  strategy by 
means of leveraging Xilinx’ position in FPGAs, this would not have appreciable anticompetitive effects  on the market for GPUs for data cent res or on the market for 
GPUs for gaming and professional visualization, for the same reasons as those set 
out in section 5.5.3.2 above regarding the conglomerate relationship between FPGAs 
and CPUs.  
(261) First, the Commission notes that hypothetical foreclosure strategies between Xilinx’s FPGAs and AMD’s discrete GPUs would impact only a small portion of the market 
for discrete GPUs for data centres, and an even smaller portion, if any, of the market 
for discrete GPUs for gaming  and professional visualis ation . Given that in both 
markets Nvidia is the only strong competitor with a market share above 90%, a reduction of Nvidia’s share by a few percentage points, even if successful, is 
unlikely to impact meaningfully Nvidia’s ability to compete , as well as  GPU prices, 
quality and other competitive parameters.   
(262) Second, the Commission recalls the results of the m arket investigation set out in 
paragraphs (224) and (225) above, according to which almost  the entirety of 
customers and competitors submitted that the Transaction would not have a negative impact on their company.
287 Furthermore, none of the respondents to the market 
investigation signaled that the Transaction would have a negative impact on the  
markets for discrete GPUs for data centres or discrete GPUs for gaming.288  
                                                 
286  Form CO, paragraph 604.  
287  Responses to Q1 – Questionnaire to competitors and trade associations, question 68; Q2 – Questionnaire to 
customers, question 58.  
288  Responses to Q1 – Questionnaire to competitors and trade associations, question 69; Q2 – Questionnaire to 
customers, question 59.  
 
 
62 (263) In sum, for the reasons set out in section 5.5.3.2 and recalled above, the Commission 
concludes that if the merged entity succe eded in reducing the sales  of rival suppliers 
of discrete G PUs by means of leveraging Xilinx’ position in FPGAs, this would not 
have a negative impact on competition i n the markets for discrete GPUs for data 
centres and discrete GPUs for gaming  and professional visualis ation.  
5.6.4. Conclusion  
(264)  In light of the above considerations, the Commission considers that the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement relative to any hypothetical foreclosure 
strateg y resulting from the conglomerate relationships between the Parties’ activities 
as suppliers of FPGAs and discrete GPUs, given the lack of ability, incentive or 
possible effects of such strategy to foreclose competing GPU suppliers.
 
5.7. Assessment under an alt ernative market definition for FPGA accelerator cards  
(265) As discussed in Section 5.4, if FPGA accelerator cards constituted a separate market, 
then the merged entity could use both i) FPGAs exl uding accelerator cards and 
ii) FPGA accelerator cards  as leverage .   
(266) When  the plausible  FPGA market s exclude  accelerator cards  (first case indicated in 
paragraph (265) above), the Commission notes that the size of the potential market 
for FPGA accelerator cards is maximum USD [200-300] million289 against a market 
size of USD [5 500-6 000] million for all FPGAs . Given that FPGA accelerator 
cards are a small market , the exclusion of FPGA accelerator cards from any broadly 
defined FPGA market would not change materially the assessment  in Sections 5.5. 
and 5.6, which would remain fully applicable also to any broadl y defined market for 
FPGAs excluding FPGA accelerator cards .  
(267) If the FPGA markets were narrow, the exclusion of FPGA accelerator cards would 
not affect the assessment under most narrow markets considered, as FPGA 
accelerator cards are only used in servers and mostly in data cent res. The plausible 
market for FPGAs for data centres would be roughly halved (original market size of USD […] million , while excluding FPGA accele rator cards the market size would be 
USD […] million ). As this plausible market would s till be a narrow plausible FPGA 
market, the assessment in Sections 5.5 and 5.6 involving narrow FPGA markets 
would fully apply. In particular, the market for FPGAs for data centres without the 
FPGA accelerator card would be very small , and thus the conside ration that CPU 
suppliers will have plenty of opportunities to sell CPUs or GPUs on a standalone 
basis would rule out foreclosure. Namely, even the narrowest linked CPU market 
and the relevant linked GPU market (x86 CPUs for servers with a market size of USD […] million  and the market for discrete GPUs for data centres with a market 
size of USD […] million ) would be vastly bigger than the market for FPGAs in data 
centres  that ex cludes FPGA accelerator cards . Thus  the sales of server CPU suppliers 
and data centre GPU suppliers cannot be impacted to a meaningful degree by any tying or bundling strategy by the merged entity.  
                                                 
289  Notifying Party’s response to the Commission’s RFI 6. Xilinx’s total sales amount to USD […]  million. Thus, 
assmuning Xilinx’s share is around [30-40] %, the market size is maximum USD [200-300] million compared to 
a market size of USD [5 500-6 000] million in the case of all FPGAs.  
 
 
63 (268) Moreover, although in Sections 5.5 and 5.6 the Commission did not exclude the 
possibility that Xilinx ’s FPGAs could be  superior  compared to competitors’ FPGAs  
in some cases, the market i nvestigation indicate d that this could be true only in 
certain narrow segments other than data centres or servers .290 This means that FPGA 
competitors , and Intel in particular, will remain strong alt ernatives to the merged 
entity’s FPGAs even in a narrow market for data centres FPGAs excluding 
accelerator cards . Thus, as regards CPUs, Intel cannot be foreclosed also for the 
reason because it has its own FPGAs and could replicate the bundle. Likewise , the 
merged entity’s only competitor in the market for discrete GPUs for data centres, 
Nvidia, cannot be foreclosed also because  customers who prefer its GPUs can source 
FPGAs from the merged entity’s FPGA rivals , and because Nvidia would have the 
means to replicate any discounts that the merged entity would offer. 
(269) In the potential separate market for FPGA accelerator cards  (second case  in 
paragraph (265) above), as discussed in Section 5.4, the merged entity could 
potentially use FPGA accelerator cards to leverage its market position to certain  
considered CPU and GPU markets. These include the market for all CPUs or any of 
the market definitions  considered that include server CPUs , as well as the market for 
discrete GPUs for data centres, because FPGA accelerator cards are only  used in 
servers and mostly in data centres. In this regard, the sa me assessment applies as in 
the case of the market for FPGAs for data centers without the FPGA accelerator 
cards (see paragraphs  (267)-(268) above ). Namely , the assessment in Sections 5.5 
and 5.6 applies in this case too and in particular the small size of the market for accelerator cards  (USD [200-300] million ) relative to the narrowest linked CPU 
market and the relevant linked GPU market  indicates that there will be plenty of 
opportunities for CPU and GPU rivals to sell their products on a standalone basis. This, in turn, rules out foreclosure. Further, FPGA accelerator card  competitors , in 
particular Intel , will remain strong alternatives to the merged entity’s FPGAs even i n 
this narrow market. Thus , in addition to having plenty of opportunities to sell CPUs 
and GPUs on a standalone basis, the merged entity’s competitors in CPU s and GPUs 
(Intel and Nvidia respectively) cannot be foreclosed because Intel can replicate any bundle , while Nvidia’s customers can source FPGA  accelerator cards  from Intel or 
other FPGA rivals.  
(270) In light of the above considerations, the Commission considers that the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market or 
the functioning of the EEA Agreement relative to any hypothetical foreclosure 
strategy resulting from the conglomerate relationship between the Parties’ activities 
as suppliers of FPGAs, FPGA accelerator cards, discrete GPUs and CPUs, under the 
assumption that  FPGA accelerator cards form a distinct market separate from other  
FPGAs.  
                                                 
290  Responses to Q1 – Questionnaire to competitors and trade associations,  question 36; Q2 – Questionnaire to 
customers, question 26.  
 
 
64 6. CONCLUSION  
(271) For the above reasons, the European Commission has decided not to oppose the 
Transaction and to declare it compatible with the internal market and with the EEA 
Agreement. This Decision  is adopted in application of Article 6(1)(b) of the Merger 
Regulation and Article 57 of the EEA Agreement.  
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President