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, 8.7.2022  
C(2022 ) 4959 final  
PUBLIC VERSION  
 
HP, Inc.  
1501 Page Mill Road  
94304 Palo Alto, California  
USA  
Subject : Case M. 10737  – HP / POLY  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 2 June  2022 , the Commission received a notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/200 4 by 
which HP Inc.  (“HP”) acquires sole control of the whole of Plantronics, Inc.  
(“Poly”), within the meaning of Article 3(1)(b) of the Merger Regulation (the 
“Transaction”).3 HP is designated hereinafter as the “Notifying Party”, while HP 
and Poly are jo intly referred to as the “Parties ”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation ’). With ef fect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( ‘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 thr oughout 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 226 , 10.06.2022, p. 3.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE  PARTIE S  
(2) HP is a publicly listed company  headquartered in Palo Alto, USA.4 No undertaking 
or person controls HP directly or indirectly. HP  is a global provider of personal 
computing and other access devices, imaging and printing products, and related 
techn ologies, solutions and services . HP is active across all major geographies . 
(3) Poly is a publicly listed company headquartered in Santa Cruz,  USA. No 
undertaking or person controls Poly directly or indirectly. Poly is a global 
communications technology company that designs, manufactures, and markets 
professional -grade communication products (e.g., communication headsets, 
desktop and conference room phones, and videoconferencing solutions and 
peripherals). Poly is active across all major geographies.  
2. THE  OPE RATION  
(4) The concentration is accomplished pursuant to the Agreement and Plan of Merger 
dated 25 March 2022, according to which a wholly owned subsidiary of HP will 
merge with and into Poly following which it will cease to exist and Poly will 
continue as the surviving company as an indirect wholly owned subsidiary of HP.  
(5) The Transaction will therefore lead to the acquisition of sole control by HP over 
Poly within the meaning of Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIME NSION  
(6) The undertakings concerned have a combined aggregate worldwide turnover of 
more than EUR 5 000 million (HP: EUR 53 170 million; Poly: EUR 1 492 
million). Each of th em has an EU -wide turnover in excess of EUR 250 million 
(HP: EUR [ …]; Poly: EUR [ …]), and neither of them achieves more than two -
thirds of its aggregate EU -wide turnover within the same Member State.  
(7) Therefore, t he Transaction  has a Union  dimension  pursuant to Article 1(2 ) of the 
Merger Regulation.  
4. RE LE VANT MARKE TS  
(8) Poly is active globally in the provision of headsets and Video conferencing 
Solutions (“VCS”).  HP is active globally in the provision of headsets. HP is 
planning to enter the VCS market in  the course of […]. 
(9) Therefore, the Transaction concerns headsets and VCS.  
4.1. Headsets  
4.1.1.  The Parties’ activities  
(10) Poly offers a wide range of headsets, all of which are marketed as professional -
grade business headset products.  
                                                 
4 HP also has headquarters in Geneva, Switzerland and Singapore.  
 
 
3 (11) HP has a very small legacy presence in the business headsets space. HP’s business 
headsets have reached the end of their life cycle: one product was discontinued at 
the end of 2021 […]. Within the broad headsets market, HP’s core offering consists 
of gaming headsets, a space where Poly is no t active.5 HP’s gaming headsets 
account for ca. […] of HP’s overall headsets sales globally.  
4.1.2.  Product market definition  
4.1.2.1.  Past Commission decisions  
(12) In previous decisions, the Commission considered that , within the market for 
consumer audio electronics , a separate market exists for the supply of headphones , 
although the precise m arket definition was left open.6 The Commission further 
considered a potential segmentation between high -end, sophisticated headphones 
with various features such as wireless conn ectivity and low -end headphon es with 
no additional features.7 The Commission did not previously consider headsets.  
4.1.2.2.  The Notifying Party’s views  
(13) The Notifying Party  submit s that headsets should not be deemed as a separate 
market from the overall headphones m arket as there is a high degree of both 
demand -side a nd supply -side substitutability . From a supply -side perspective, the 
Notifying Party argues that manufacturers typically offer a large variety of 
headphones and headsets and they can easily switch from manufacturing one type 
of headphone/headset to another. Moreover, the Notifying Party argues that 
microphones cannot be considered as a distinguishing factor between headphones 
and headsets.8 
(14) From a demand -side perspective, the Notifying Party submits that customers tend 
to use a single headset for their different needs (for instance gaming or attending 
business calls).9 
(15) In any event, the Notifying Party submits that the relevant product market can be 
left open as competition concerns do not arise even on th e narrowest possible 
product market . 
4.1.2.3.  The Commission’s assessment  
(16) The results of the market investigation confirm the approach that the Commission 
has taken in previous cases with regard to consumer audio electronics .10 The vast 
majority of respondents confi rms that the Commission’s distinction of a separate 
market for the supply of headphones within an overall market for the supply of 
consumer audio electronics is still accurate today.11 Similarly , a vast majority of 
the respondents to the market investigatio n confirm s that, within a market for the 
                                                 
5 Poly sold its gaming headset business to NACON, a video game and gaming peripheral player in 
2020 […]. 
6  Case M.7290 – Apple/Beats , paragraphs 12 -13. 
7  Case M .7290 – Apple/Beats , paragraph 12 . 
8  Form CO, paragraphs 77 -78. 
9  Form CO, paragraph  79. 
10  See case M.7290 – Apple/Beats . 
11  Q1 – questionnaire to competitors and customers , replies to question 4.  
 
 
4 supply of headphones, the segmentation that the Commission previously 
considered between high -end sophisticated headphones (with various features such 
as wireless connectivity) and low -end headphones (with no additi onal features) is 
still accurate today.12 
(17) The Commission first investigated whether a separate market for the supply of 
headsets should be distinguished. The majority  of the respondents to the market 
investigating expressing an opinion confirm s the Notifying Party ’s view that  
suppliers of headphones and/or headsets would be able to start producing 
respectively headsets or headphones in the short term and without incurring 
significant investments.13 This could suggest that a single market exists includ ing 
both the supply of headphones and headsets.  
(18) However,  a majority of both suppliers and customers confirm s that it is either very 
common or common to own multiple headphones/headsets.14 The majority of 
customers also indicate s that headphones and headsets  are perceived as separate 
products  serving different purposes .15 Most respondents point to the different use 
cases of headphones and headsets.16 The majority of producers of headsets  
recognize s this view of customers.17 Finally, all respondents expressing an  opinion 
consider that end customers would not, or only to a limited extent, switch from 
headsets to headphones in the event of a permanent 5 -10% price increase of 
headsets.18 One respondent explains that, “even assuming differentiation in 
microphones, there are other features such as noise cancelling, that would impact 
consumer choice, beyond price. ”19 
(19) Based on  the market investigation results, the Commission considers that there are 
indications that a separate market for the supply of headsets could be dist inguished. 
However, as mentioned above, the Commission also received indications that 
headsets and headphones could comprise one single market.  
(20) The Commission then investigated whether within a potential market for the supply 
of headsets, different product  categories could be recognised such as business, 
gaming and consumer headsets.  Several producers of headsets confirm  that they 
produce several categories of headsets.20 A majority of suppliers of headsets 
indicate s that they would be able to start producing another category of headsets in 
a relatively brief period of time without significant investments.21 One respondent 
clarifies that it “ [a]ll depends on the technology. If a company is specialist in wired 
headsets than it will be hard and costly to start making wireless headsets. ” Another 
respondent confirms that it depends on the supplier: “ if you want to differentiate 
from other competitive products on a product functionality -level it is more difficult 
to start pr oducing another category of headsets ”.22 Suppliers estimate that it would 
                                                 
12  Q1 – questionnaire to competitors and customers , replies to question  5. 
13  Q1 – questionnaire to competitors and customers , replies to question  6.1. 
14  Q1 – questionnaire to competitors and customers , replies to question s 6.3 and 7.2.  
15  Q1 – questionnaire to competitors and customers , replies to question 7.  
16  Q1 – questionnaire to competitors and customers , replies to question 7.1.  
17  Q1 – question naire to competitors and customers , replies to question 6.2.  
18  Q1 – questionnaire to competitors and customers , replies to question 7.3.  
19  Q1 – questionnaire to competitors and customers , replies to question 7.3.1.  
20  Q1 – questionnaire to competitors an d customers , replies to question 8.1.  
21  Q1 – questionnaire to competitors and customers , replies to question  8.2. 
22  Q1 – questionnaire to competitors and customers , replies to question  8.2.1.  
 
 
5 take anywhere between six months to two years to start producing a different 
category of headsets.23 
(21) From a customer’s perspective, there are many differences in product 
characteristic s between categories of headsets.24 Respondents point, among others, 
to price, weight, noise cancelling, whether a headset has a microphone arm, 
whether it has call control, whether it is wired or wireless and whether it offer high 
fidelity sound.25 Customer s further point to some other categories of headsets that 
could be recognised, such as call centre headsets and sports headsets.26 As a result 
of all these characteristics, a majority of customers perceive s different categories of 
headsets as separate produ cts serving different purposes.27 Suppliers recognize that 
customers see categories of headsets as different products.28 This is consistent with 
the fact that according to both suppliers and customers of headsets, it is either very 
common or common to own mu ltiple headsets.29 Finally, a majority of customers 
indicate s that they would not, or only to a limited extent, switch to buying another 
category of  headsets in the event of a permanent 5 -10% price increase of a certain 
category of headset.30 
(22) Based on the ma rket investigation results, the Commission considers that while 
there are multiple indications that separate segments for different categories of 
headsets could be recognised, it also received indications that a further 
segmentation would not be warranted.  
(23) In conclusion , the Commission considers that the question of whether within the 
market for the supply of consumer audio electronics a distinction should be made 
between a market for the supply of headphones and a market for the supply of 
headsets, and whe ther within that latter market a further distinction could be made 
based on the category of headset, could be left open, as the Transaction does not 
raise serious doubts as to its compatibility with the internal market under any 
plausible product market.  For the purpose of this d ecision, the Commission has 
nevertheless investigated the potential impact of the Transaction on a potential 
narrowly defined market for the supply of business headsets.  
4.1.3.  Geographic market definition  
4.1.3.1.  Past Commission decisions  
(24) The Com mission did not previously consider a potential market for headsets.  The 
Commission has previously considered that the market for consumer audio 
electronics (including headphones) may be national in scope due to national 
distribution systems, service organisation, marketing strategies, specific consumer 
                                                 
23  Q1 – questionnaire to competitors and customers , replies to question  8.2.2.  
24  Q1 – questionnaire to competitors and customers , replies to question  9.1. 
25  Q1 – questionnaire to competitors and customers , replies to question  9.1.1.  
26  Q1 – questionnaire to competitors and customers , replies to question  9.1.2. 
27  Q1 – questionnaire to competitors and customers , replies to question  9.2. 
28  Q1 – questionnaire to competitors and customers , replies to question  8.3. 
29  Q1 – questionnaire to competitors and customers , replies to question s 8.4 and 9.3.  
30  Q1 – questionnaire to competitors and customers , replies to question  9.4. 
 
 
6 preferences or national organisation of sales. However, the precise geographic 
scope was ultimat ely left open.31 
4.1.3.2.  The Notifying Party’s views  
(25) The Notifying Party submit s that the geographic market is at least EEA -wide as, 
among others, suppliers distribute products on a global basis and headset prices and 
consumer preferences within the EEA are harmoni sed.32 
(26) In any case, the Notifying Party submits that the relevant geographic market 
definition can be left open, because the Transaction does not give rise to 
competition concerns regardless of the precise geographic market delineation.33 
4.1.3.3.  The Commission’s as sessment  
(27) The results of the market investigation generally support the approach that the 
Commission has taken in previous cases with regard to the market for the supply of 
consumer audio electronics and segments thereof.  A majority of the respondents to 
the market investigation expressing an opinion confirm s that it is still accurate to 
consider these markets to be national in scope.34 
(28) However, t he Commission also receive d input that the geographic scope of the 
market for headsets may be wider. First, most o f the suppliers of headphones and 
headsets indicate that they sell their products worldwide.35 Moreover, a majority of 
the customers indicate s that they purchase headphones and headsets at a global 
level while several others indicate they purchase products either at an EEA -wide or 
regional (i.e. wider than national) level.36 While several respondents consider that a 
national geographic scope would be narrow, others confirm that customer 
preferences may vary among national markets as well as budgets, price etc .37 On 
the other hand, another respondent indicates that “ [a] significant number of 
resellers are today covering multi nations. This is also applicable for business 
headsets .”38 
(29) In conclusion , the Commission considers that the results of the market 
investigation do not justify a departure from the approach taken in previous cases 
regarding the geographic scope of the market  for the supply of consumer audio 
electronics and segments thereof . In any event, the precise geographic scope on a 
potential market for the supply of headsets or any segmentation thereof can be left 
open as the Transaction does not raise serious doubts as to its compatibility with 
the internal market under any plausible  geographic market definition.  For the 
purpose of this decision, the Commission has thus examined the worldwide, EEA 
and national level of the market for the provision of business headsets.  
                                                 
31 Case M.7 290 – Apple/Beats , paragraphs 15 -16 and case M.5221 – Kenwood/JVC/HoldCo , paragraph 
21. 
32  Form CO, paragraphs 81 -82. 
33  Form CO , paragraph 83.  
34  Q1 – questionnaire to competitors and customers , replies to question  15. 
35  Q1 – questionnaire to competitors and customers , replies to question  13. 
36  Q1 – questionnaire to competitors and customers , replies to question  14. 
37  Q1 – questionnaire to competitors and customers , replies to question  15.1. 
38  Q1 – questionnaire to competitors and customers , replies to question  15.1. 
 
 
7 4.2. VCS  
4.2.1.  The Parties’ activities  
(30) Poly is active in conferencing solutio ns, including both audio and video equipment. 
Within the VCS  market , Poly’s product offer covers  room -based endpoints, USB 
room devices and personal v ideo communication devices (“PVCD”) .  
(31) HP plans to enter the videoconferencing space with the launch of its  HP Presence 
product on the USB room device segment in the course of […]. HP is not active in 
the room -based endpoints a nd PVCD segments ,39 […]. To date, HP’s activities in 
spaces adjacent to VCS are limited to the sale of an external compute device, HP 
Elite Slice, […]. HP Elite Slice is a mini PC that cannot, in it self, provide 
videoconferencing, as it needs to be connected to video cameras and other 
peripherals to be considered a VCS . As such, H P Elite Slice products are not room -
based endpoints, USB room devices or PVCD products.   
4.2.2.  Product market definition  
4.2.2.1.  Past Commission decisions  
(32) The Commission did not previously consider a potential market for USB room 
devices . In previous decisions, the Com mission considered that within the broad 
UC sector, a separate segment exists for the supply of VCS which is defined as “ a 
set of interactive telecommunications technologies that allow users at two or more 
locations to interact via two -way video and audio transmissions simultaneously ”.40 
Within a market for the supply of VCS, the Commission considered that there are 
three separate markets for respectively the supply of dedicated -room VCS, multi -
purpose room -base VCS and executive office/desktop VCS.41 The Com mission 
finally left open whether a distinction should be made between read -built and 
custom -built solutions.42 
4.2.2.2.  The Notifying Party’s views  
(33) The Notifying Par ty submit s that the market landscape and associated technologies 
have changed significantly since th e Cisco/Tandberg  decision 12 years ago due to 
technological changes as well as the COVID -19 pandemic and the development of 
hybrid work environments. The Parties submit that a more accurate segmentation 
of the VCS market would be the one  used in the  Frost & Sullivan Report State of 
                                                 
39  The Notifying Party indicated that  HP offers two consumer, i.e. non-professional/business webcams 
sold through consumer channels. One webcam was launc hed in November 2021 and targets content 
creators. The other webcam was launched in January 2022 and targets hybrid schooling. HP’s 
webcams are not professional -grade products and are not sold through the same distribution channel. 
The Notifying Party subm its that HP’s consumer webcams do not compete with Poly’s business 
cameras, as they do not offer the same capabilities (see Form CO, paragraph 94). This view is 
confirmed by the Frost & Sullivan Report State of the Global Video Conferencing De vices Market,  
Forecast to 2025 ( March 2021 ), which excludes consumer/prosumer -grade devices from its reporting 
on the PVCD market. In any event, HP’s webcams […]. 
40 Case M.5669 – Cisco/Tandberg , paragraph 10.  
41 Case M.5669 – Cisco/Tandberg , paragraph  23. 
42 Case M.5669 – Cisco/Tandberg , paragraph 23.  
 
 
8 the Global Video Conferencing Devices  Market, Forecast to 2025 (March 2021) ,43 
which distinguishes between: (a) room -based endpoints; (b) USB room devices; 
and (c) PVCD :  
 room-based e ndpoints  are room systems with built -in compute  which 
comprises form factors such as integrated collaboration bars (i.e. speakers, 
microphones, camera and compute integrated into an all -in-one appliance), 
traditional standalone/single codec systems, multi -codec immersive 
telepresence, and all -in-one di gital whiteboards.  
 USB room devices  are USB peripherals that allow users the option of 
bringing their own devices or USB connectivity with an in -room computer 
(i.e. an external compute element is required). These are often pre -configured 
and natively integ rated with pre -installed meeting software. They comprise 
form factors such as standalone USB conference cameras, all -in-one devices 
integrating speakers, microphones and video cameras, and bundled kits of 
components (e.g. table top  speakerphones, hu b contr ol, video camera etc.) . 
 PVCD  are personal devices that offer a more robust option than built -in 
webcam on laptops . The Frost & Sullivan report distinguishes between 
professional/business personal communication devices on the one hand and 
consumer and prosu mer devices, such as consumer USB webcams, on the 
other hand.44 Consumer and prosumer devices are not included in PVCD.  
4.2.2.3.  The Commission’s assessment  
(34) The results of the market investigation confirm the approach that the Commission 
has taken in previous cases with regard to VCS  and its potential segmentation 
between supply of dedicated -room VCS, multi -purpose room -base VCS and 
executive office/desktop VCS . The vast majority of respondents confirms that the 
Commission’s distinction of a separate market for the s upply of VCS  within the 
broad UC sector  is still accurate today .45 Similarly, a majority of the respondents to 
the market investigation confirms that, within a VCS market , the segmentation that 
the Commission previously considered between (i) dedicated -room  VCS , (ii) multi -
purpose room -based VCS  and (iii) executive office/desktop VCS  is still accurate 
today.46 However, one competitor indicated that such segmentation was no longer 
relevant:  “[v]ideo Communications technologies are now becoming ubiquitous 
withi n the business sector, and the definitions of use cases are much more blurred. 
[…] Users move seamlessly from home offices, to different -sized meeting 
environments, which can or can not be defined as meeting rooms .”47 Similarly, 
another respondent to the ma rket investigation noted that “ the suggested distinction 
does not seem very future -proof. We are also seeing an emerging market in all -in-
one collaboration boards, which is essentially a digital whiteboard integrating 
audio and video functionalities. ”48 
                                                 
43  Form CO, paragraph 103.  
44  Form CO, paragraph 103.  
45  Q1 – questionnaire to competitors and customers , replies to question  10. 
46  Q1 – questionnaire to competitors and customers , replies to question  11. 
47  Q1 – questionna ire to competitors and customers , replies to question  11. 
48  Q1 – questionnaire to competitors and customers , replies to question  11. 
 
 
9 (35) A majority of respondents expressing an opinion also consider s that an alternative 
segmentation between (i) room -based endpoints, (ii) USB room devices, and (iii) 
PVCD could be more accurate today as it reflects the technological and 
commercial development s since the Commission’s decis ion in Cisco / Tandberg  in 
2010 .49  
(36) Based on the results of the market investigation, the Commission considers that 
there are indications that the approach previously taken regarding a potential 
segmentation of the VCS market  between (i) dedicated -room VCS, (ii) multi -
purpose room -based VCS and (iii) executive office/desktop VCS is still accurate 
today. However, the Commission also received indications that an alternative 
segmentation between (i) room -based endpoints, (ii) USB r oom devices, and (iii) 
PVCD more accurately reflects recent technological and commercial developments 
in the market . 
(37) In conclusion , the Commission considers that the question of precise segmentation 
of the VCS market can be left open, as the Transaction do es not raise serious 
doubts as to its compatibility with the internal market under any plausible product 
market definition. For the purpose of this decision, the Commission has 
nevertheless investigated the impact of the Transaction on the potential narrow ly 
defined market segment for the supply of USB room devices , as it is the only 
segment on which the Parties’ activities overlap . 
4.2.3.  Geographic market definition  
4.2.3.1.  Past Commission decisions  
(38) The Commission did not previously consider a potential market for USB r oom 
devices . In previous decisions, the Commission considered that the VCS market 
and possible sub -segments are at least EEA -wide if not worldwide in scope.50 
4.2.3.2.  The Notifying Party’s views  
(39) The Parties agree with the decisional precedents that the geographic s cope of the 
market is at least EEA -wide.  
4.2.3.3.  The Commission’s assessment  
(40) The results of the market investigation generally support the approach that the 
Commission has previously taken with regard to the market for the supply of VCS  
and segments thereof. A vast majority of the respondents to the market 
investigation expressing an opinion confirm s that it is still accurate  today  to 
consider the VCS market, including any plausible segmentation thereof,  to be at 
least EEA -wide in scope.51 
(41) In conclusion, for the purpose of this decision, the Commission considers that the 
relevant geographic market for the supply of VCS and segments thereof (including 
the provision of USB room devices ) is at least EEA -wide. The Commission 
                                                 
49  Q1 – questionnaire to competitors and customers , replies to question  12. 
50 Case M.5669 – Cisco/Tandberg , paragraphs 29-33. 
51  Q1 – questionnaire to competitors and customers , replies to question  16. 
 
 
10 considers that the exact geographic market definition can be left open, as the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market regardless of whether the market is EEA -wide or worldwide.  
5. COMPE TITIVE ASSE SSME N T 
(42) The Transaction gives rise to limited ho rizontal overlaps between the Parties’ 
activities in relation to  the supply of  (i) he adsets, and (ii) VCS , where  HP and Poly 
are both active worldwide.  
(43) With respect to headsets, t he Transaction results in only one horizontally affected 
market on the narrow ly defined sub -segment of business headsets  (at national, EEA 
and worldwide level) .  
(44) With respect to VCS , the Transaction may give rise to a horizontally affected 
market in the future  (both at EEA and worldwide level) , given that HP is about to 
enter the U SB room devices segment of the VCS market, where Poly is also active.  
(45) There are no actual or potential vertical relationships between HP and Poly  
resulting in a vertically affected market . Moreover , the Commission considers that 
there are no (newly created ) conglomerate relationships resulting from the 
Transaction.  
5.1. Market shares  
5.1.1.  Headsets  
(46) The Notifying Party  submitted market shares52 for the potential market for headsets  
(at worldwide and EEA level).  On a worldwide  and EEA -wide market for the 
supply of headsets, the Parties’ combined market share amounts to only [0-5]% and 
[0-5]% respectively.  
(47) The Notifying Party  also submitted the following market shares53 for the potential 
market for business headsets . 
 
 
                                                 
52  Form CO, paragraph 163. The Notifying Party provided market shares for the market for the supply 
of headsets and potential segments thereof (business headsets, consumer /  entertainment headsets, 
gaming headsets), based on third -party market report ‘Grand View Research, Earphones & 
Headphones, Market Estimates & Trend Analysis To 2027 (2020)’ (provided as Annex 5.1.4 to the 
Form CO) for total market sizes, Parties’ actual s ales and the Parties’ best estimates of competitor 
sales/shares.  
53  Form CO, paragraph 163. The Notifying Party provided market shares for the market for the supply 
of business headsets (at worldwide, EEA -wide and national level) based on Frost & Sullivan data for 
2021, 2020 and 2021, the Parties’ actual sales and the Parties’ best estimates of competitor 
sales/shares.  



 
 
14 20]% worldwide and [10-20]% in the EEA. As explained in paragraph (31) above, 
HP is no t active in the VCS market today58, but plans to enter the market in the 
course of […] with a USB room device.  
(53) The Notifying Party  also submitted market shares for the following VCS segments: 
(i) room based endpoints, USB room devices and (iii) PVCD.59 The Notifying 
Party  confirmed that the Parties’  market shares would not be materially different 
based on the segmentation used by the Commission in previous cases.60 
(54) On the potential VCS segment for USB room devices, Poly’s 2021 market share on 
the USB room device segment is [10-20]% worldwide  and [10-20]% in the EEA.  
HP is planning to launch a product  in the course of […] and projects to capture a 
share in relation to the USB room segment of up to [0-5]% by […], both at 
worldwide  and EEA level.61 Therefore, the  Parties’ combined market in the 
near/mid future, assuming Poly’s proportional growth commensurate  with the total 
market/segment growth would therefore be expected to be around 20% worldwide  
and in the EEA.62 
(55) In light of the above, the Commissio n’s assessment in Section 5.4 below concerns 
only the potential market for the supply of USB room devices where HP’s and 
Poly’s activities will overlap at worldwide and EEA -wide level , following the 
launch of HP’s products (planned for […]). 
5.2. Analytical framework  
(56) The Guidelines on the assessment of horizontal mergers (“Horizontal Merger 
Guidelines”)63 describe two main ways in which horizontal mergers may 
significantly impede effective competition . In particular , the proposed 
concentration might be creating or strengthening a dominant position: (i) by 
eliminating important competitive constraints on one or more firms, which 
consequently would have increased market power, without resorting to coordinated 
behaviour (non -coordinated effects); and (ii) b y changing the nature of competition 
in such a way that firms that previously were not coordinating their behaviour, are 
                                                                                                                                                      
57  Form CO, paragraph s 195 and 197 . The Notifying Party provided market shares based on Frost & 
Sullivan data for 2021, 2020 and 2021, the Parties’ actual sales , and the Parties’ best estimates of 
competitor sales/shares.  
58  The Notifying Party confirmed that even if HP’s sales of products in spaces adjacent to VCS were to 
be included in the VCS market, HP’s share would be immaterial ([0 -5]%), regardless of the product 
market delineation and geog raphic scope of the market. Following the […] launch of its product in 
the USB room device segment, HP estimates that it may capture at most [0-5]% of the overall VCS 
market by […]. See Form CO, paragraphs 195 and 200.  
59  Form CO, paragraphs 197 and 198.  
60  Form CO, paragraph 106.  
61  Form CO, paragraphs 205 -206. 
62  Between 2019 and 2021, Poly’s market share on the USB room device segment has increased from 
[5-10]% to [10 -20]% and worldwide level and from [5 -10]% to [10 -20]% at EEA level. Assuming 
Poly’s market share continues to grow at the same rate, the Parties’ combined market share would 
exceed 20% by 2025 both at worldwide and EEA level, but remain moderate.  
63  Guidelines on the assessment of horizontal mergers under the Council Regulation on the con trol of 
concentrations between undertakings (“Horizontal Merger Guidelines”), OJ C 31, 05.02.2004, 
paragraph 22.  
 
 
15 significantly more likely to coordinate and raise prices or otherwise harm effective 
competition (coordinated effects ). 
(57) A merger giving  rise to horizontal non -coordinated effects might significantly 
impede effective competition by creating or strengthening the dominant position of 
a single firm, one which, typically, would have an appreciably larger market share 
than the next competitor p ost-merger. Moreover, also mergers that do not lead to 
the creation of or the strengthening of a single firm’s dominant position may create 
competition concerns under the substantive test set out in Article 2(2) and Article 
2(3) of the Merger Regulation. R egarding mergers in oligopolistic markets, the 
Merger Regulation clarifies that “ under certain circumstances, concentrations 
involving the elimination of important competitive constraints that the merging 
parties exerted upon each other, as well as a reduc tion of competitive pressure on 
the remaining competitors, may, even in the absence of a likelihood of coordination 
between the members of the oligopoly, result in a significant impediment to 
effective competition ”.64 
(58) The Horizontal Merger Guidelines list a  number of factors which may influence 
whether or not significant horizontal non -coordinated effects are likely to result 
from a merger, such as the large market shares of the merging firms, the fact that 
the merging firms are close competitors, the limite d possibilities for customers to 
switch suppliers, or the fact that the merger would eliminate an important 
competitive force. Not all those factors need to be present to make significant non -
coordinated effects likely and it is not an exhaustive list.65 
(59) Furthermore , in some markets, a merger may give rise to coordinated effects where 
the structure is such that firms would consider it possible, economically rational, 
and hence preferable, to adopt on a sustainable basis a course of action on the 
market aimed  at selling at increased prices.66 According to the Horizontal Merger 
Guidelines, coordination is more likely where it is relatively simple to reach a 
common understanding on the terms of coordination. Moreover, three conditions 
need to be met for coordinat ion to be sustainable: (i) the coordinating firms must be 
able to monitor to a sufficient degree whether the terms of the coordination are 
being adhered to; (ii) there must be some form of credible deterrent mechanism that 
can be activated if deviation is detected; and (iii) the reactions of outsiders as well 
as customers should not be able to jeopardise the results expected from the 
coordination.67 
 
                                                 
64  Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal 
Merger Guidelines.  
65  Horizontal Merger Guide lines, paragraph 26.  
66  Horizontal Merger Guidelines, paragraph 39.  
67  Horizontal Merger Guidelines, paragraph 41.  
 
 
16 5.3. Horizontal non -coordinated effects on the market for the supply of business 
headsets  
5.3.1.  The Notifying Party’s  view 
(60) The Notifying Party submits  that the Transaction does not give rise to any 
competition concerns in relation to  the market for the provision of  business 
headsets for the following reasons . 
(61) First, HP’s legacy offering in business headsets only adds an imm aterial share t o 
Poly’s existing market share, resulting only in a moderate combined market share , 
regardless of the geographic scope of the market .68 
(62) Second, the Notifying Party notes that post -Transaction, the Parties will continue to 
be subject to intens e competitive pressure from a number of significant  
competitors, including market leader Jabra (with an estimated market share of [40-
50]% globally and [50-60]% in the EEA) and Logitech (with a market share of [10-
20]% both globally and in the EEA).69 
(63) Third, t he market for the supply of business headsets is highly dynamic and has 
recently experienced significant growth, due to the Covid -19 pandemic and the 
resulting increasing home office work. The market for business headsets is 
projected to continue t o grow significantly, with an average Compound Annual 
Growth Rate (‘CAGR’) of 12.2% between 2020 and 2027.70 
5.3.2.  The Commission’s assessment  
(64) The Commission considers that the Transaction does not give rise to serious doubts 
as to its compatibility with the inte rnal market in relation to the horizontal overlaps 
between the activities of HP and Poly in the potential market for the supply of 
business headsets at national, EEA or worldwide level for the reasons explained 
below .71  
(65) First, as indicated in Section 5.1 a bove, the Parties’ combined market share in the 
market for the supply of business headsets will remain moderate ([30 -40]% 
worldwide, [20 -30]% in the EEA and [30 -40%] at national level). The Commission 
notes that Poly’s market shares have been decreasing ov er time at worldwide and 
EEA level, as they respectively stood at [30 -40]% for 2020 and [40 -50]% for 2019 
(worldwide) and [20 -30]% for 2020 and [30 -40]% for 2019 (in the EEA).  
(66) Second, HP ’s legacy offering in the business headsets market  will onl y bring an 
immaterial increment to Poly’s existing market share. The increment contributed 
by HP in 2021 was [0-5]% worldwide , [0-5]% at EEA level and below [0-5]% at 
                                                 
68  Form CO, paragraphs 168 -169. 
69  Form CO, paragraph 170.  
70 Form CO, paragraph 172.  
71  The relevant arguments equally apply to all geographi cally affected markets . The results of the 
market investigation confirmed that most suppliers of business headsets are active worldwide and that 
there are no significant players only active on a member state level within the EEA (see Q1 – 
questionnaire to competitors and customers, replies to Q17 .2).  
 
 
 
17 national level. HP’s market share has be en stable over the recent past years.72 In 
addition, the delta of the Herfindahl -Hirschman Index (HHI)  resulting from the 
concentration on the market for the supply of business headsets at worldwide and 
EEA level is [10-20] and [10-20] respectively.  
(67) Third , the combined entity will continue to compete with a numb er of large global 
suppliers , in particular, but not only, Jabra  ([40-50]% worldwide  and [50-60]% in 
the*), Logitech ( [10-20]% both in the EEA and worldwide) , and Sennheiser ( [5-
10]% worldwide and [0-5]% in the EEA)  as well as a series of other smaller but  
internationally active competitors . Respondents to the market investigation cited 
EPOS, Headsets.com, JPL Telecom and Avaya as credible alternative suppliers of 
business headsets post -Transaction.73 The results of the market investigation 
confirmed that mo st players , including Jabra, Logitech and Sennheiser are active at 
EEA member state level.74 Moreover, t he vast majority of respondents to the 
market investigation confirm s that the market for the supply of business headsets is 
highly competitive .75 For example, o ne respondent explains that “ [t]here are 
various suppliers of (business) headsets, resulting in vigorous competition in the 
market ”.76 Another respondent notes “ Covid and remote work has played a 
significant role in the level of competition as it brought a lot of new users and 
expanded the existing competitor set. ”77 
(68) Fourth, the Commission considers that the Parties do not compete closely. A vast 
majority of both competitors and customers expressing an opinion consider that HP 
and Poly are not close  competitors in the market for business headsets.78 One 
customer explained that the c ore business and marketing approach are completely 
different between the two companies.  Similarly, one competitor notes that  “HP has 
a small range of low -end devices availa ble for clients today. Poly brings a large 
range of mid to high -end devices to its portfolio. HP and Poly’s product ranges 
barely overlap.”79 
(69) Finally, the Commission notes that a majority of the respondents to the market 
investigation indicate s that the Tra nsaction would either have a positive or neutral 
impact on their company. The vast majority respondents expressing an opinion 
states that the impact of the Transaction on the overall market for headsets  and on 
the narrowly defined market for business heads ets would either be positive or 
neutral.  
                                                 
 
* Should read: in the EEA . 
72  HP’s market share stood at [0-5]% for 2020 and [0 -5]% for 2019 at worldwide level. At EEA level, 
HP’s market share stood at [0 -5]% for 2020 (HP’s market share for 2019 is not av ailable). At national 
level, HP’s market share for 2020 stood [0 -5]% in all EEA member states (a breakdown of HP’s 
market share for 2019 at national level is not available).  
73  Q1 – questionnaire to competitors and customers, replies to Q17.   
74  Q1 – questionnaire to competito rs and customers, replies to Q17 .2. The results of the market 
investigation confirmed that most suppliers of business headsets are active worldwide and that there 
are no significant players only active on a member state level with in the EEA.  
75  Q1 – questionnaire to competitors and customers, replies to Q18.  
76  Q1 – questionnaire to competitors and customers, replies to Q18.1.  
77  Q1 – questionnaire to competitors and customers, replies to Q18.1.  
78  Q1 – questionnaire to competitors  and customer s, replies to Q20 . 
79  Q1 – questionnaire to competitors and customer s, replies to Q20 .1. 
 
 
18 (70) For all the above reasons, the Commission concludes that the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market with 
respect to possible non -coordinated horizontal effe cts on the market for the supply 
of business headsets at worldwide, EEA or national level.  
5.4. Horizontal non -coordinated effects on the market for the supply of VCS  
5.4.1.  The Notifying Party’s view  
(71) The Notifying Party submits that the Transaction does not give rise  to any 
competition concerns in relation to USB room devices for the following reasons . 
(72) First, the Notifying Party submits that post -Transaction, the combined entity will 
continue to face significant competitive pressure from several strong competitors, 
including market leader Logitech, which has an estimated share of above [60-70]% 
globally and in the EEA. Other competitors include Huddly (with a m arket share of 
[0-5]% gl obally and [5-10]% in the EEA) and A Ver (with a market share of [5 -
10]% globally and [0-5]% in the EEA).80 
(73) Second,  the USB room devices segment is highly dynamic and attracting further 
entry and expansion ,81 including from suppliers a ctive in adjacent spaces, such as 
Jabra which has recently entered the PVCD segment.82 There are no material 
barriers to entry and expansion, as substantial upfront investments are not needed. 
Lenovo, Jabra, Bose, Neat and DTEN are among recent entrants. As demonstrated 
by Zoom’s recent partnerships with VCS companies Neat and DTEN, entry and 
expansion can be supported by sponsors.83 
(74) Third , the Parties are not close competitors in the USB room device segment, 
where their product offering are different and com plementary: Poly’s offering is 
focused on standalone conference room and personal video cams and does not 
include external compute elements, whereas HP ’s Presence offering will be  sold as 
a kit including an external compute element along with a small numbe r of 
peripherals . In addition, HP and Poly have materially different go -to-market 
strategies. Poly is an audio / visual player and assists customers in setting up and 
optimizing meeting rooms and advises them on what equipment best suits their 
needs. HP is  an IT provider and does not have this expertise. It approaches its 
customers from an IT ang le and through channel partners .84 
5.4.2.  The Commission’s assessment  
(75) The Commission considers that the Transaction does not raise horizontal 
competition concerns in the ma rket for the supply of USB room devices at 
                                                 
80  Form CO, paragraph 207.  
81 Form CO, paragraph 208. Third -party data provider Frost & Sullivan predicts the USB room devices 
segmen t to grow to USD 3.8 billion by 2025 (CAGR of 37.3% between 2020 and 2025) and 5.9 
million units of annual shipments by 2025 (CAGR of 37.5% between 2020 and 2025) . 
82  Form CO, paragraph 208.  
83  Form CO, paragraph 209.  
84  Form CO, paragraphs 213 -215. 
 
 
19 worldwide or EEA level for the reasons explained in the remainder of this 
Section .85 
(76) First, as indicated in Section 5.1 above, the Parties’ combined mar ket share on the 
potential USB room devices segment of the VCS  market  will remain moderate , 
with HP only bringing a small  increment to Poly’s existing market share . Poly’s 
2021 market share on the USB room device segment is [10-20]% worldwide  and 
[10-20]% in the EEA.  Following the launch of its product in […], HP  projects to 
capture a share in relation to the USB room segment in the range of [0-5]% to [0-
5]% by […], at both worldwide  and EEA level.86 Therefore, the  Parties’ combined 
market in the near/mid future, assuming Poly’s proportional growth commensurate 
with the total market/segment growth would therefore be expected to be around 
20% worldwide  and in the EEA.87 
(77) Second , a number of large suppliers will continue to compete with the m erged 
entity, namely Logitech ( [60-70]% worldwide and [60-70]% in the EEA ) as w ell as 
a number of smaller competitors active internationally, such as Huddly ( [0-5]% 
worldwide and [5 -10]% in the EEA) and AVer ([5 -10]% worldwide and [0-5]% in 
the EEA ). Respondents to the market investigation also cited Cisco, Huawei 
Technologies, Crestron Electronics, Jabra, Yealink , Lenovo , Neat and DTEN  as 
credible alternative suppliers of business headsets post -Transaction.88 Moreover, 
the vast majority of both competitors and customers  confirm s that the market for 
the supply of USB room devices  is highly competitive.89 One competitor  explains 
that “We see many players and a very fast -paced innovation with a large variety of 
form factors to serve different customer needs. ”90 Another competitor also points to 
the lack of material barriers to entry an d explains that “ More and more players 
entering this market with usb solutions .”91 This view is also shared by customers. 
One customer indicates “ [i]n our view, there is a high level of competition on the 
market, especially for USB -room devices .”92 
(78) Third , the Commission notes that a majority of the respondents to the market 
investigation indicate s that the Transaction would either have a positive or neutral 
impact on their company .93 The vast majority respondents expressing an opinion 
states that the impact of the Transaction on the overall market for VCS  and on the 
narrowly defined segment  for USB room devices  would either be positive or 
neutral .94 
(79) For all the above reasons, the Commission concludes that the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market with 
                                                 
85  The relevant arguments apply regardless of the geographic market (EEA or worldwide).  
86  Form CO, paragraphs 205 -206. 
87  Between 2019 and 2021, Poly’s market share on the USB room device segment has increased from 
[5-10]% to [10 -20]% and worldwide level and from [5 -10]% to [10-20]% at EEA level. Assuming 
Poly’s market share continues to grow at the same rate, the Parties’ combined market share would 
exceed 20% by 2025 both at worldwide and EEA level, but remain moderate.  
88  Q1 – questionnaire to competitors and customers, re plies to Q21.  
89  Q1 – questionnaire to competitors and customers, replies to Q22.  
90  Q1 – questionnaire to competitors and customers, replies to Q22.1.  
91  Q1 – questionnaire to competitors and customers, replies to Q22.1.  
92  Q1 – questionnaire to competito rs and customers, replies to Q22.1.  
93  Q1 – questionnaire to competitors and customers, replies to Q22.1.  
94  Q1 – questionnaire to competitors and customers, replies to Q22.1.  
 
 
20 respect to possible non -coordinated horizontal effects on the market for the supply 
of USB room devices at worldwide or EEA -wide level.  
6. CONCLUSION  
(80) For the above reasons, the European Comm ission has decided not to oppose the 
notified operation 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 Agreemen t. 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President