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,  31.3.2021 
C(2021)  2428 final  
PUBLIC VERSION 
 
Analog Devices, Inc.  
One Technology Way, P.O. Box 9106 
MA 02062- 9106 Norwood 
United States of America  
Subject : Case M.9926 – A DI/Maxim  
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 24 February 2021, the Commission received notification of a proposed concentrat ion pursuant to Article 4 of Council Regulation (EC) No 139/2004 by 
which Analog Devices, Inc. (“ADI”) intends to acquire within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of Maxim Integrated Products, Inc. (“Maxim”) (the “Transaction”)
3. ADI is referred to as the 
“Notifying Party”, ADI and Maxim together as the “Parties”.  
                                                 
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 ( ‘TFEU ’) has introduced c ertain 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 J ournal of the European Union No C 76, 05.03.2021 , p. 21. 

 
 
2 1. THE PARTIES  
(2) ADI is a public global technology company headquartered in the USA. It designs, 
manufactures and markets a broad portfolio of solutions, including integrated 
circuits (“ICs”), algorithms, software and subsystems that use analog, mixed -signal 
and digital signal processing technologies. ADI’s products serve customers across the globe in a number of sectors, including the industrial, communic ations, 
automotive and consumer sectors.  
(3) Maxim is a public global technology company headquartered in the USA. It designs, develops, manufactures and markets a broad range of analog, mixed- signal and 
digital ICs. Its products serve customers in diverse geo graphic locations in the 
automotive, communications and data centre, computing, consumer and industrial sectors.  
2. T
HE OPERATION  
(4) The notified transaction concerns the acquisition by ADI of the global activities of […]
* (the “Transaction”). It will be impleme nted in accordance with the Agreement 
and Plan of Merger between ADI, Maxim and Magneto Corp. (a wholly- owned 
subsidiary of ADI), dated and executed on 12 July 2020 (the “Merger Agreement”). Pursuant to the Merger Agreement, Magneto will be merged with and into Maxim, 
with Maxim surviving the merger and continuing as a wholly- owned subsidiary of 
ADI.  
(5) Therefore, the Transaction constitutes a concentratio n within the meaning of 
Article  3(1)(b) of the Merger Regulation. 
3. U
NION DIMENSION  
(6) The notified operation h as a Union dimension pursuant to Article 1(2) of the Merger 
Regulation. In their last completed financial year, the combined worldwide turnover of the Parties exceeded EUR 5 000 million (ADI : EUR 5,353 million, Maxim: 
EUR 2,062 million, combined: EUR 7,415 million) and each of ADI and Maxim had 
turnover of more than EUR 250 million in the EU (ADI: EUR [ …] million, Maxim: 
EUR […] million). The Parties did not achieve more than two thirds of their 
respective EU turnover in one and the same Member State during the same period.  
4. R
ELEVANT MARKETS  
4.1. Introduction 
(7) The Transaction concerns the semiconductor industry, and more specifically analog 
ICs. 
(8) Semiconductors are materials, such as silicon, which act as an insulator, but are also 
capable of conducting electricity. By combining conductive material, semiconductor 
                                                 
* Should read : “Maxim”.  
 
 
3 material and insulators in a predetermined pattern, the movement of electricity 
through a device can be precisely controlled. Semiconductors are at the heart of devices such as diodes, transistors and other electronic components, and can be found in virtually every electronic device today.  
(9) Semiconductors are rarely bought by end- products by consumers. They are mainly 
bought by equipment manufacturers in virtually all sectors within the electronic equipment industry.  
4.2. Overview of the semiconductor industry  
(10) In previous decisions, the Commission has divided the market for semiconductors by (i) category of semiconductor; and (ii) end- use application:
4    
i. Category: the Commission considered that there are four disti nct categories of 
semiconductors: (i) ICs; (ii) discretes; (iii) o ptical semiconductors; and 
(iv) sensors and actuators.5  
ii. End-use application : the Commission has also considered that there are six 
main application -specific semiconductor types: (i) consumer; (ii) data 
processing; (iii) communications; (iv) autom otive; (v) industrial; and 
(vi) military, aerospace and defence (“ASD”). The Commission has made this 
distinction on the basis that semiconductors manufactured for each application differ in their fu nction and are not substitutable from one application to 
another.
6 
(11) As regards ICs, the Commission found in previous decisions that digital ICs and analog ICs should be considered as separate markets, since this differentiation  
reflects the structure of customer purchasing categories and is in line with the standard definition provided by World Semiconductor Trade Statistics (“WSTS”).
7 
(12) The Commission also found that analog ICs can be further sub- segmented between 
general purpose analog ICs and application -specific analog ICs, the latter being 
tailored to specific functions or specific devices.8 
(13) The results of the market investigation in the present case9 confirmed the general 
categorization of semiconductors10, as well as the distinctions between digital and 
                                                 
4  Commission decision of 16 October 2019 in case M.9466 - Infineon/Cypress , paragraph 10.  
5  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Free scale 
Semiconductor , paragraph  14; Commission decision of 18 January 2018 in case M.8306 - Qualcomm/NXP 
Semiconductors , paragraph 33; Commission decision of 16 October 2019 in case M.9466 -  
Infineon/Cypress , paragraphs  10-11. 
6  Commission decision of 24 J une 2002 in case M.2820 - STMicroelectronics/Alcatel Microelectronics , 
paragraph 11; Commission decision of 17 September 2015 in case M.7585 - NXP 
Semiconductors/Freescale Semiconductor , paragraphs 44 -45; and Commission decision of 16 October 
2019 in case M.9466 - Infineon/Cypress , paragraph 10.  
7  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Freescale 
Semiconductor , paragraph  14; Commission decision of 18 January 2018 in case M.8306 - Qualcomm/NXP 
Semiconductors , paragraph  33; and Commission decision of 16 October 2019 in case M.9466 -  
Infineon/Cypress , paragraph 14 . 
8  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Freescale 
Semiconductor , paragraph  48; Commission decision of 23 November 2015 i n case M.7686 -  Avago  / 
Broadcom , paragraph 14.  
 
 
4 analog ICs and the distinction between general purpose analog ICs and application -
specific analog ICs11. Within application -specific analog ICs, it appears that a 
distinction could be made by product category.12 
(14) The Parties only have tangential activities in digital ICs and only have overlapping 
activities in the supply of microcontrollers (“MCUs”). The Parties’ combined 
worldwide market share in the overall market for MCUs for 2019 is [0 -5]%.13 
(15) As regards the other categories of semiconductors, the Transaction also does not give 
rise to significant overlaps between the Parties. There is no overlap in the market for discretes where only Maxim is present
14 and there are only minimal overlaps 
between the Parties in sensors and actuators where the Parties have a com bined 
worldwide market share of [0 -5]%. The Parties’ strongest presence in sensors and 
actuators is in a segment for temperature sensors, where combined their market share 
does not exceed [5 -10]% .15  
(16) It follows that the Parties' activities mainly overlap in  analog ICs. For the purpose of 
this decision the other categories of semiconductors are not discussed further.  
4.3. Product market definition  
4.3.1. General purpose analog ICs  
(17) An IC is a semiconductor device composed of diodes, transistors and electronic 
components, combined with conductive interconnect material, which controls the 
current and voltage of electricity running through it. Analog  ICs are used to process 
real-world signals, using electronic voltage patterns that represent the original signal. 
Real-world s ignal inputs include sound, light, video, radio waves, temperature and 
other physical, chemical or biological properties.  
(18) As mentioned in paragraph (13)  above, the Commission previously found that 
analog ICs can  be further sub- segmented between general purpose analog ICs and 
application -specific analog ICs. The Commission has not in previous decisions 
considered in detail whether the broader product market for general purpose analog ICs should be further segmente d.   
                                                                                                                                                      
9  Throughout this decision, when the Commission refers to the (number of) respondents in relation to a 
given question of the market investigation, this excludes all respondents that have not provided an answ er 
to that question or replied “I don’t know”, unless stated otherwise. For example, “a majority of 
respondents” means “a majority of respondents having replied to a given question and not having ticked 
“I don’t know””.  
10  Replies to Commission questionnai re 1 to customers and Commission questionnaire 2 to competitors, 
question 3.  
11  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 5.  
12  Commission decision of 17 September 2015 in case M.7585 - NXP S emiconductors/Freescale 
Semiconductor , paragraphs 49 and 51 . The distinction by product category was confirmed by the market 
investigation (Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to 
competitors, question 8).  
13  Section 6.H of the Form CO.  
14  Section 6.E of the Form CO.  
15  Section 6.I of the Form CO.  
 
 
5 4.3.1.1. Notifying Party’s view  
(19) The Notifying Party submits that, based on the Commission’s previous decisions, 
general purpose analog ICs can be regarded as a relevant product market and that it is not necessary to conclude on a narrower product market defini tion.  
(20) In particular, the Notifying Party submits that IC manufacturers tend to supply a broad range of general purpose analog ICs and that it is relatively easy to adjust test and assembly plants to produce different types of ICs. […]. Finally, the Notify ing 
Party submits that customers tend to purchase a wide range of general purpose analog ICs and it is relatively easy for customers to switch between technologies if required.  
(21) Should the Commission consider to further segment the market for general purpos e 
analog ICs, then the Notifying Party submits that, on the basis of the WSTS 2019 standard product classification, a distinction could be made in terms of functionality as follows: (i) amplifiers/comparators; (ii) data /signal conversion; 
(iii) interface/isolators; and (iv) power management.  
(22) The Notifying Party submits however that the exact definition of the relevant 
product market can be left open in the present case, as the Transaction would not 
raise serious doubts as to its compatibility with the internal market under any of the plausible market definitions.  
4.3.1.2. The Commission’s assessment  
(23) The market investigation confirmed the existence of a separate relevant product 
market for general purpose analog ICs (as compared to application -specific analog 
ICs), as the majority of customers and competitors indicated that such a 
segmentation is warranted.
16 
(24) A further sub- segmentation of the market for ge neral purpose analog ICs in 
(i) amplifiers & comparator ICs (also referred to as signal conditioning ICs), 
(ii) sign al conversion ICs, (iii) interface and isolation ICs, and (iv) power 
management ICs is also appropriate according to a majority of the respondents, due to the fact that these type of analog ICs have different functions.
17 From the supply 
side, competitors c onfirmed the absence of scope for substitution.18 
(25) Moreover, the results of the market investigation confirm that a further distinction 
between (i) linear regulators, (ii) switching regulators, (iii) voltage references, 
(iv) supervisors, sequencing and contr ol, (v) battery charging and management and 
(vi) other power management could also be made within a potential market for 
analog power management ICs.19 According to the results of the market 
investigation, these components are not compatible and switching products would 
                                                 
16  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question  5. 
17  Replies to Commission questionnaire 1 to customers a nd Commission questionnaire 2 to competitors, 
question  6. 
18  Replies to Commission questionnaire 2 to competitors, question  6.2. 
19  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, question  7. 
 
 
6 require big efforts.20 Also from the supply side, competitors confirmed the absence 
of scope for substitution.21 
4.3.1.3. Conclusion on product market definition  
(26) The Commission considers that, for the purposes of this decision, the exact product 
market definition with regard to general purpose analog ICs can be left open, as the 
Transaction does not raise serious doubts as to its compatibility with the internal market irrespective of whether the market of general purpose analog ICs is further segmented i n (i) amplifiers & comparator ICs (also referred to as signal conditioning 
ICs), (ii) signal conversion ICs, (iii) interface and isolation ICs, and (iv) power management ICs, or possible sub- segmentations of the analog power management 
ICs market.  
4.3.2. Applicat ion-specific analog ICs  
(27) Further to the description of analog ICs in paragraph (17)  above and contrary to 
general purpose analog ICs, application -specific analog ICs are being tailored to 
specific functions or spe cific devices.
22 
4.3.2.1. Notifying Party’s view  
(28) The Notifying Party submits that in previous decisions, the Commission further 
segmented on the basis of the following product categories: (i) consumer; (ii) data 
processing (including computing and storage functions) ; (iii) communications (sub -
divided into wired communications and wireless communications); (iv) automotive; (v) industrial; and (vi) ASD.
23 
(29) The Notifying Party observes that these product categories are closely aligned with 
the application- specific ICs ide ntified by WSTS, being automotive, consumer, 
industrial (including ASD), communications and computer. ADI  […] whilst Maxim 
generates only minimal revenues. Further, the Transaction also does not lead to an overlap in relation to ASD analog ICs as Maxim has  no activities in this area. 
Therefore, the Notifying Party submits that, given the absence of an overlap, there is no need to further segment these markets.  
(30) As regards automotive application -specific standard products (“ASSPs”), the 
Commission previously considered but ultimately left open a distinction between 
automotive power and non- power analog ICs.
24 The Notifying Party submits that it 
is not necessary or appropriate to conclude on the scope of the market for automotive ASSPs, as the Transaction does n ot lead to a significant impediment on effective 
competition on any basis. However, the Notifying Party provided an assessment of 
                                                 
20  Replies to Commission questionnaire 1 to customers, question 7.1.  
21  Replies to Commission questionnaire 2 to competitors, question  7.2. 
22  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Freescale 
Semiconductor , paragraph  48; Commission decision of 23 November 2015 in case M.7686 -  Avago  / 
Broadcom , paragraph 15 . 
23  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Freescale 
Semiconductor , paragraph  49. 
24  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Freescale 
Semiconductor , paragraph  48-52. 
 
 
7 the market for application -specific analog IC used in automotive applications, 
distinguishing infotainment ASSPs from other au tomotive ASSPs. The Notifying 
Party further provided an assessment of the Parties’ overlap within Battery 
Management Systems (“BMS”), which could be considered as a further segmentation of a potential market for other automotive ASSPs. However, the Notifyi ng Party maintains that ultimately the definition of the market for application -
specific analog IC used in automotive applications can be left open.  
(31) As regards the market for application -specific analog ICs for consumer applications, 
the Commission has not  yet considered in detail any narrower segments should be 
identified. The Notifying Party submits that this would not be appropriate or necessary as the Transaction does not raise competition concerns.  
(32) In previous decisions, the Commission has not yet cons idered whether the market for 
application -specific analog ICs for industrial applications should be further 
segmented. The Notifying Party observes that WSTS makes the following distinction regarding industrial ASSPS: (i) RFID transponders; (ii) industrial healthcare; and (iii) other industrial. However, the Parties consider that following 
these segmentations is unnecessary, as the Transaction does not raise competition 
concerns.  
(33) Finally, the market for application -specific analog ICs used in communication s 
applications comprises ICs that are designed specifically for and used in non-military data communications, equipment and infrastructure. This covers both wired and wireless communications. The Notifying Party agrees with the approach previously consider ed by the Commission to further segment the market into wired 
and wireless technologies.
25  
4.3.2.2. The Commission’s assessment  
(34) As mentioned, the market investigation confirmed the existence of a separate relevant product market for application -specific analog ICs (as compared to general 
purpose analog ICs).
26 In NXP/Freescale, the Commission previously found that this 
market could be further segmented into: (i) consumer; (ii) data processing (including computing and storage functions); (iii) communications (sub- divided into wired 
communications and wireless communications); (iv) automotive; (v) industrial; and (vi) military/aerospace.
27 The majority of the respondents agree with this 
segmentation.28 
(35) The Commission also investigated whether any further sub -segmentation of these 
markets should be made. As regards application -specific analog ICs used in 
automotive applications, the majority of the responding consumers agree that a distinction could be made between infotainment ASSPs and other ASSPs mainly 
                                                 
25  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Freescale 
Semiconductor , paragraph  49. 
26  Replies to Commission questionnaire 1 to customers and Commission quest ionnaire 2 to competitors, 
question  5. 
27  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Freescale 
Semiconductor , paragraph  49. 
28  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitor s, 
question  8. 
 
 
8 because infotainm ent ASSPs are used within a vehicle’s cabin where they are not 
exposed to the temperature ranges that ICs in motor control are exposed to.29 The 
responses from competitors were however inconclusive, indicating that other sub 
segmentations might also be relevant.  
(36) Further to a specific concern raised by a respondent during the market investigation, 
the Commission specifically considered whether competition issues would arise on a 
separate product market for BMS ICs. However, there are indications that BMS ICs  
would not constitute a separate market, because BMS ICs are used in a wide range of industries albeit with different specifications. Ultimately, the Commission considers that the precise market definition can be left open.  
(37) The Commission’s investigation a lso focused on the question whether with regard to 
application -specific analog ICs used in consumer applications. Different product 
markets could be considered for specific applications. On this basis, the Commission verified whether a distinction should b e made in the following areas: 
(i) Audio/Video; (ii) DSC/Camcorder; and (iii) other consumer products. The 
majority of the respondents to the market investigation agreed with this distinction 
because quality and features are key. From a supply- side, compet itors moreover 
confirmed the absence of scope for substitution. However, some respondents submit 
that within other consumer products a distinction could still be made between for 
example PC, handheld, gaming, smart home and wearables.
30 
(38) Further, the Commiss ion investigated whether, with regard to application- specific 
analog ICs used in industrial applications, different product markets should be 
considered for specific applications. On this basis, the Notifying Party submitted that a distinction could be made for industrial analog ICs u sed in the following areas: 
(i) RFID transponders; (ii) healthcare; and (iii) other industrial. This was confirmed by the majority of the competitors that responded to the market investigation, although some respondents suggest  further possible distinctions within the segment 
other industrial applications (such as factory automation).
31 From the supply side, 
competitors confirmed the absence of scope for substitution. Some of the customers responding to the market investigation i ndicated that they do not agree with the 
aforementioned distinction, without proposing alternative distinctions.
32 
(39) The Commission finally investigated whether application -specific analog ICs used in 
communications applications could be sub- segmented as foll ows: (i) cellular phones, 
(ii) wireless infrastructure, (iii) wireless communication –  short range, (iv) other 
wireless communication, and (v) wired communications and infrastructure. The majority of the respondents to the market investigation confirmed that this segmentation was relevant.
33 Moreover, from the supply side, competitors confirmed 
the absence of scope for substitution.34 
                                                 
29  Replies to Commission questionnaire 1 to customers, question 9.  
30  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question  10. 
31  Replies to Commission questionnaire 2 to competitors , que stion 11.  
32  Replies to Commission questionnaire 1 to customers, question 11.  
33  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, question  12. 
34  Replies to Commission questionnaire 2 to competitors , questio n 12.2.  
 
 
9 4.3.2.3. Conclusion on product market definition  
(40) The Commission considers that, in light of the findings of the market investigation, 
it appears that application -specific analog ICs can be further distinguished between: 
(i) consumer; (ii) data processing (including computin g and storage functions); 
(iii) communications (sub- divided into wired communications and wireless 
communications); ( iv) automotive; (v) industrial; and (vi) military/aerospace.  
(41) While the market investigation confirms that for each of these segments a further sub-segmentation could be considered, the Commission concludes that for the 
purpose of this decision the precise market definition can be left open, as the 
proposed Transaction does not raise serious doubts as to its compatibility with the internal market with regard to application -specific analog ICs and any relevant sub -
segments therein, under any alternative product market definition.  
4.3.3. Semiconductors by specific end -use application  
4.3.3.1. Notifying Party’s view  
(42) The Notifying Party submits that, in Qualcomm/NXP , the Commission previously 
considered a distinction of the semiconductors market by end -use application. In this 
decision, the Commission considered whether a further segmentation should be made in semiconductors for automotive applications, semiconductors for Internet of Things (“IoT”) applications and semiconductors for mobile devices.
35 
(43) According to the Notifying Pa rty, any segmentation by end- use application of the 
semiconductors market could comprise a number of different technologies (e.g. both 
digital and analog ICs) that could be used interchangeably to fulfil any given 
function from a customer’s perspective. Th e Notifying Party submits that the Parties’ 
products are sold primarily on a standalone basis, and only exceptionally as part of a 
“kit” or “solution”. As such, contrary to the situation in Qualcomm/NXP , 
competition happens based on the function of the sta ndalone IC rather than the end-
use of a consolidated solution. Therefore, the Notifying Party submits that the 
Transaction should be assessed on the basis of function / technology types. 
(44) For automotive end- use applications, the Commission previously considered a 
distinction between the following function blocks: (i) powertrain; (ii) chassis; 
(iii) safety; (iv) body and comfort; (v) infotainment; and (vi) security.36 The 
Notifying Party submits that the Parties only have a reasonable presence in 
powertrain an d infotainment and considers that no further segmentation is 
appropriate or necessary as the Transaction does not raise any competition concerns on these markets.  
(45) For IoT end -use applications, the Notifying Party submits that this market is 
generally standardized and that many of the ICs purchased from the Parties for IoT applications come from their general purpose catalogues. Moreover, there is also supply- side substitutability across different function blocks within IoT applications, 
                                                 
35  Commission decision of 18 January 2018 in case M.8306 - Qualcomm/NXP Semiconductors , 
paragraph  24. 
36  Commission decision of 18 January 2018 in case M.8306 - Qualcomm/NXP Semiconductors , 
paragraphs  33-45. 
 
 
10 meaning that IC suppliers can shift their production resources between different 
technologies. Therefore, the Notifying Party submits that no further segmentation is required.  
(46) The Commission did not yet previously consider a specific semiconductors market for industrial end- use applications. The Notifying Party submits that no further 
segmentation of this market would be appropriate, because: (i) customers may choose to put ICs in different industrial application types as the technologies used are similar and substitutable; the market for the sale is the same regardless of application type; and (iii) there is supply -side substitutability as most suppliers 
produce a range of ICs that can be used for industrial applications.  
(47) Should the Commission consider segmenting the relevant market according to industrial end -use applications, then the Notifying Party refers to the categorization 
used in the reports by Omdia: (i) medical electronics; (ii) automation; (iii) test and measurement; (iv) security and video surveillance; (v) power  and energy; and 
(vi) other industrial.  
(48) Further, the Commission has previously considered whether semiconductor devices 
could be assessed by reference to their end -use application in relation to consumer, 
communications and ASD. The Commission has not previously analyzed consumer 
and ASD end- use applications and the Notifying Party submits that no further 
segmentation of these markets is required as the Transaction does not raise any 
competition concerns.  
(49) Finally, as regards communications end- use applicati ons, the Commission 
previously made a distinction between chipsets that are inserted in wireless electronic equipment and those that are inserted in electronic equipment used in wired communications systems.
37 The Notifying Party considers that it is not 
necessary to segment this market more narrowly given that the Parties do not overlap 
in the specific segments previously identified by the Commission and the Parties’ market shares in this end -use market are very low.  
4.3.3.2. The Commission’s assessment  
(50) In previous decisions, the Commission considered whether the semiconductors market could be categorized on the basis of end -use application.
38  
(51) The results of the market investigation confirm that distinct semiconductors markets can be identified on the basis of end -use application, namely: (i) communication, 
(ii) consumer, (iii) computer, (iv) military (ASD), (v) industrial, (vi) automotive, and (vi) Internet of Things (IoT). This is because components are not compatible, quality 
requirements are different between sub -segments and switching would require 
significant efforts for running projects.
39 Some responding consumers point out that 
                                                 
37  Commission decision of 24 June 2002 i n case M.2820 -  STMicroelectronics/Alcatel Microelectronics , 
paragraph 14.  
38  Commission decision of 18 January 2018 in case M.8306 - Qualcomm/NXP Semiconductors , 
paragraph  24. 
39  Replies to Commission questionnaire 1 to customers and Commission questionna ire 2 to competitors, 
question  13. 
 
 
11 IoT is however a vague and transversal market segment, that includes industrial, 
consumer and communication products.40 
4.3.3.3. Conclusion on pr oduct market definition  
(52) The Commission considers that, in light of the findings of the market investigation, it appears that the semiconductors market can be further distinguished by end- use 
application. However, the results of the market investigation suggest that at least one of the potential sub -segments, IoT, is a vague and transversal market segment, that 
includes industrial, consumer and communication products. In any event, the Commission considers that for this decision, and in the context of this T ransaction, 
the exact product market definition with regard to the end- use applications on the 
semiconductors market can be left open as the proposed Transaction does not raise serious doubts as to its compatibility with the internal market, under any plausible market definition .  
4.4. Geographic market definition  
4.4.1.1. Notifying Party’s view  
(53) In line with the Commission’s previous decisions, the Notifying Party considers that 
the geographic market for semiconductors and sub- segments, including general 
purpose analog I Cs  and application -specific analog ICs, is worldwide, in particular 
because: (i) manufacturing of ICs is performed on a global basis; (ii) competition 
between suppliers takes place globally for both existing and pipeline products; there are no regulatory barriers for supplying semiconductor devices internationally and transportation costs are below 1% of the product value; and (v) average price levels for semiconductor devices are similar globally.  
4.4.1.2. The Commission’s assessment  
(54) In NXP/Freescale, the Commissi on found that the geographic scope of the 
semiconductor markets was likely worldwide in scope, as competition between suppliers is worldwide, transport costs are very low, and price differences among regions are small. The exact market definition was, howe ver ultimately left open.
41 
(55) In Qualcomm/NXP , the Commission concluded that the geographic scope of the 
semiconductor product markets at issue in that case, including semiconductors for automotive applications, was likely worldwide.
42 In Infineon/Cypress , the  
Commission similarly concluded that the geographic scope of the semiconductor product markets relevant in that case was likely worldwide.
43 
(56) The results of the market investigation in the present case confirm that the geographic scope of the semiconductor m arkets is worldwide. The vast majority of 
respondents replied in particular that they sell and purchase their products at global 
                                                 
40  Replies to Commission questionnaire 1 to customers, question 13.1.  
41  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors/Freescale 
Semiconductor , paragraph  58. 
42  Commission decision of 18 January 2018 in case M.8306 - Qualcomm/NXP Semiconductors , 
paragraph  242. 
43  Commission decision of 16 October 2019 in case M.9466 - Infineon/Cypress , paragraph 38.  
 
 
12 scale, that a local presence of a supplier close to the location of a customer is not 
required, and that no specific barriers t o trade exist in respect of the products in 
question.44 
4.4.1.3. Conclusion on geographic market definition  
(57) For the purposes of this decision, the Commission therefore concludes that the geographic scope of the semiconductor product markets relevant in this case, no tably 
general purpose analog ICs and application -specific analog ICs (and their respective 
sub-segments) as well as any relevant market identified by end -use application, are 
worldwide.  
5. C
OMPETITIVE ASSESSMENT  
5.1. Analytical Framework  
(58) The Guidelines on the assessment of horizontal mergers (“Horizontal Merger Guidelines”)
45 describe two main ways in which horizontal mergers may 
significantly impede effective competition, in particular by creating or strengthening a dominant position: (i) by eliminating important c ompetitive constraints on one or 
more firms, which consequently would have increased market power, without 
resorting to coordinated behaviour (non- coordinated effects); and (ii) by changing 
the nature of competition in such a way that firms that previously  were not 
coordinating their behaviour, are significantly more likely to coordinate and raise 
prices or otherwise harm effective competition (coordinated effects
46) as a result of 
the proposed concentration.  
(59) A merger giving rise to horizontal non- coordinat ed 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 post -merger. Moreover, also merger s 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. Regarding 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 reduction 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 ”.
47 
                                                 
44  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to compet itors, 
questions  14-17. 
45  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (“Horizontal Merger Guidelines”),  OJ C 31, 05.02.2004, 
paragraph  22.  
46  A merger may also make coordination easier, more stable or more effective for firms which were 
coordinating prior to the merger.  
47  Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal Merger Guidelines.  
 
 
13 (60) The Horizontal Merger Guidelines list a number of factors which may infl uence 
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 limited 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.
48  
(61) Further, 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.
49 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 coordination 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.
50 
(62) The Commission has assessed whether the overlaps between the Parties’ activities within various relevant segments and sub -segments of general purpose analog ICs, 
application -specific analog ICs and the semiconductors market (further segmented 
by end- use application) would give rise to horizontal non- coordinated and 
coordinated effects in Section 5.2.  
(63) Lastly, the Guidelines on the assessment of non- horizontal mergers (“Non -
Horizontal Merger Guidelines”) focus, besides vertical mergers, on conglomerate mergers consisting of mergers between companies that are active in closely related markets, for instance suppliers of complementary products or of products which belong to a range of products that are generally purchased by the same set of customers for the same end use.
51 
(64) In the majority of circumstances, conglomerate mergers do not lead to any 
competition concerns but in certain specific cases there may be harm to 
competition.52 The main concern in the context of conglomerate effects is that of 
foreclosure.53 Conglomerate mergers may allow the merger entity to combine 
products in related markets and this may confer on the merged entity the ability and 
incen tive to leverage a strong market position from one market to another by means 
of tying or bundling, or other exclusionary practices.54 
                                                 
48  Horizontal Merger Guidelines,  paragraph 26.  
49  Horizontal Merger Guidelines, paragraph 39.  
50  Horizontal Merger Guidelines, paragraph 41.  
51  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (“Non -Horizontal Merger Guidelines”), OJ C 265, 18.10.2008, 
paragraph 91.  
52  Non-Horizontal Merger Guidelines , paragraph 92.  
53  Non-Horizontal Merger Guidelines, paragraph 93.  
54  Non-Horizontal Merger Guidelines, paragraph 93.  
 
 
14 (65) In assessing the likelihood of conglomerate effects, the Commission examines, first, 
whether the merged firm would have th e 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 facto rs are often examined together as 
they are closely intertwined.
55 
(66) The Commission has assessed whether the proposed Transaction gives rise to conglomerate effects in […]
* 
5.2. Potential horizontal non -coordinated and coordinated effects  
(67) According to the Notifying Party, the Parties are mainly active in the manufacture 
and supply of analog ICs where their activities are complementary. As regards application -specific analog ICs, ADI’s […], while Maxim’s portfolio would focus on 
ICs for different types of industrial,  consumer and automoti ve applications. […].  
(68) The following table summarizes competitive overlaps in the different segments within general purpose analog ICs and application- specific analog ICs where the 
Parties’ activities hold worldwide combined market sh ares amounting to [20 -30]%  
or more:  
Table 1 – Direct competitive overlaps  
Product category  ADI sales value 
(USD millions)  ADI 
worldwide 
market 
share  
(2019 %)  Maxim sales 
value (USD 
millions)  Maxim 
worldwide 
market 
share  
(2019 %)  Combined 
worldwide 
market  share  
(2019 %)  
General purpose 
analog ICs  […]  [10-20]% […]  [0-5]% [10-20]% 
Amplifiers and 
comparators  […]   […]    
   Signal conditioning  […]  [20-30]% […]  [0-5]% [20-30]% 
Signal conversion  […]  [40-50]% […]  [5-10]% [40-50]% 
Interfaces and isolators  […]  [10-20]% […]  [5-10]% [20-30]% 
Application -specific 
analog ICs  […]  - […]  - - 
Automotive  […]  [0-5]% […]  [0-5]% [5-10]% 
   Infotainment ASSPs  […]  [10-20]% […]  [20-30]% [30-40]% 
                                                 
55  Non-Horizontal Merger Guidelines , paragraph 94.  
* Should read: “ Section 5.3.”. 
 
 
15 Product category  ADI sales value 
(USD millions)  ADI 
worldwide 
market 
share  
(2019 %)  Maxim sales 
value (USD 
millions)  Maxim 
worldwide 
market 
share  
(2019 %)  Combined 
worldwide 
market  share  
(2019 %)  
Consumer  […]  [5-10]% […]  [5-10]% [10-20]% 
   Audio/video & 
DSC/Camcorder 
ASSP s […]  [5-10]% […]  [10-20]% [20-30]% 
Industrial & others  […]  [10-20]% […]  [0-5]% [10-20]% 
   Industrial 
medical/healthcare ASSPs  […]  [20-30]% […]  [5-10]% [30-40]% 
Communications  […]  [5-10]% […]  [0-5]% [5-10]% 
 Wireless 
infrastructure & 
other wireless 
communication 
ASSPs  […]  [20-30]% […]  [0-5]% [30-40]% 
      Wireless 
infrastructure ASSPs  […]  [30-40]% […]  [0-5]% [30-40]% 
End-use application 
markets  - - - - - 
Industrial end -use 
applications       
   Test & measurement  […]  [20-30]%  […]  [0-5]%  [20-30]% 
  Source: Form CO  
(69) The Commission notes that the market share data provided above is based on third 
party industry reports from WSTS and Omdia. As mentioned above in section 4, the Parties’ activities overlap particularly within general purpose analog ICs an d 
application -specific analog ICs. However, the proposed Transaction does not give 
rise to any horizontally affected markets in the market for general purpose analog ICs, or in any of the subcategories of the market for application- specific analog ICs 
(automotive, industrial, consumer, communications).  
(70) The Commission has further assessed the overlaps between the Parties’ activities within various narrower relevant segments and sub- segments of both general 
purpose analog ICs and application -specific analog I Cs as well as specific end -use 
applications on the semiconductors market.  
(71) On the sub- segments within general purpose analog ICs for signal conditioning and 
interfaces and isolators, the Parties’ combined market shares do not exceed [30 -40]%  
and competition concerns can be excluded given the Parties’ limited competition 
 
 
16 position and the existence of major alternative competitors post -Transaction 
(including Texas Instruments, ON Semi, Microchip / Microsemi and NXP). In  the 
segment for application -specific analog ICs -  Audio/Video & DSC/Camcorder 
ASSPs, the Parties’ equally do not exceed [30 -40]%  and competition concerns can 
be excluded given the Parties’ limited competition position and the presence of major competitors including Cirrus Logic, Rohm, Texas In struments and NXP. On a 
market for test & measurement end use applications, combined market share for the Parties also remains below [30 -40]% . On this market, competition concerns can also 
be excluded given the presence of major alternative competitors pos t-Transaction 
(including Texas Instruments, Infineon and STMicroelectronics) and given the fact that the Transaction would cause a market share increment of less than [0 -5]%. 
(72) The Parties’ combined market share exceeds [30 -40]%  in the following possible 
markets, which the Commission will assess in more detail in sections 5.2.1 to 5.2.3 
below:  
• General purpose analog ICs: signal conversion;  
• Application- specific analog ICs: Automotive – Infotainment ASSPs; and  
• Application- specific analog ICs: Industrial – Medic al/Healthcare.  
(73) Following concerns expressed during the market investigation, the Commission has further assessed in section 5.2.4 whether the Transaction would raise any serious 
doubts with regard to its compatibility with the internal market as a result o f possible 
horizontal effects regarding the manufacture and supply of BMS.  
5.2.1. General purpose analog ICs: signal conversion  
5.2.1.1. The Notifying Party’s view  
(74) The Notifying Party submits that the Transaction would not have any negative effect 
on a market for genera l purpose analog ICs and in particular for signal conversion 
ICs. They consider that their combined market share overstate the importance of competition between the Parties on the market because the Parties face competition from other suppliers that exercise an effective competitive constraint. The Parties further explain that they are not close competitors. Finally, the Notifying Party considers that customers exert a significant power over suppliers.  
5.2.1.2. The Commission’s assessment  
(75) As reported in Table 1 above, in 2019 ADI had a market share of [10 -20]%  on the 
market for general purpose analog ICs and Maxim had a market share of [0 -5]%. 
Combined, the Parties would have a market share of [10 -20]% . The Transaction 
therefore does not give rise to a horizontally a ffected market. However, in the signal 
conversion ICs sub segment, the Parties have a combined market share of [40 -50]% , 
with ADI having a market share of [40 -50]% and Maxim having a market share of 
[5-10]% . 
(76) Table 2 below provides an overview of the Partie s’ (and their main competitors’) 
market shares in the global supply of signal conversion ICs in the period 2017- 2019. 
 
 
17 Table 2 – Worldwide market share of signal conversion ICs (2017 -2019)  
Competitors  2017  2018  2019  
ADI [30-40]% [40-50]% [40-50]% 
Maxim  [5-10]% [5-10]% [5-10]% 
Combined  [40-50]%  [50-60]%  [40-50]%  
Texas Instruments  [30-40]% [30-40]% [30-40]% 
Microchip 
Technology / 
Microsemi  [0-5]% [0-5]% [0-5]% 
STMicroelectronics  [0-5]% [0-5]% [0-5]% 
ON Semi  [0-5]% [0-5]% [0-5]% 
Others  [5-10]% [0-5]% [10-20]% 
Total market  100%  100%  100%  
  Source: Form CO  
(77) Table 2 confirms that ADI and Texas Instruments are each other’s biggest 
competitors in the sub -segment of signal conversion ICs, while Maxim represents a 
smaller portion of the market, along with seve ral other smaller competitors.  
(78) The results of the market investigation confirm that, after the acquisition, there will 
be sufficient suppliers of signal conversion IC left to exercise an effective competitive constraint on the merged entity.
56 One customer observed that Texas 
Instruments has been the strongest player and that the proposed Transaction will allow ADI to finally catch up: “ With TI's acquisition of National Semiconductor in 
2011, the dominance of TI has been high, so ADI caught up with the acqui sition of 
Linear Technology and now with Maxim. Plus, there will be other suppliers like ON with a vested interest in this market. Not to forget Microchip which has grown into a 
viable competitor, too. ”
57 Another consumer echoes that sufficient alternative 
suppliers of analog semiconductors remain on the market post -Transaction: “There 
are many players in the analog semiconductor market, and we think that this 
transaction will not change the market structure in a non- competitive state. ”58 
Finally, one of the responding competitors signals that other suppliers of analog ICs 
have the know -how required to compete on a market for signal conversion ICs: 
“Concerning signal conversion ICs and Voltage reference ICs, part of the market 
and competition may be found in A nalog specific market developing equivalent 
products, even if products are not classified in the same way, the know -how is 
available in other companies.”59 
(79) Moreover, the majority of respondents indicate that ADI and Maxim are not engaged 
in head- to-head com petition, submitting for example that while the Parties’ 
portfolios overlap to a certain degree, ADI’s products  […] and Maxim’s products 
rather middle -end products.60 Overall, no consumers or competitors expect that the 
                                                 
56  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 20.  
57  Replies to Commission questionnaire 1 to customers, question 21.4.  
58  Replies to Commission questionnaire 1 to customers, question 21.4.  
59  Replies to Commission questionnaire 2 to competitors, question 21.4.  
60  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, question 22.  
 
 
18 Transaction will have a negative imp act on the market for signal conversion ICs 
while several respondents expect that the acquisition will have a positive impact.61   
(80) Finally, the Commission considered whether the Transaction might make 
coordination on the market for general purpose analog IC s or on a potential market 
for signal conversion ICs more likely. The Court of Justice of the European Union 
has defined coordination as follows: “ […] the relationship of interdependence 
existing between the parties to a tight oligopoly within which, on a market with the 
appropriate characteristics in particular in terms of market concentration, 
transparency and product homogeneity, those parties are in a position to anticipate 
one another’s behaviour and are therefore strongly encouraged to align their 
conduct on the market in such a way as to maximise their joint profits by increasing 
prices […]. In such a context, each operator is aware that highly competitive action 
on its part [i.e. cheating] would provoke a reaction on the part of the others [i.e. 
punishment], so that it would derive no benefit from its initiative.”62 
(81) Coordination is more likely to emerge in markets where it is relatively simple to 
reach a common understanding on the terms of coordination.63 While the potential 
market for signal conversion ICs is concentrated and would be more concentrated 
following the Transaction, the Commission considers that the market is not transparent.  […], there are many smaller suppliers remaining. Furthermore, one 
respondent to the market investigation also state d that other suppliers of analog ICs 
have the know -how required to compete on a potential market for signal conversion 
ICs: “ Concerning signal conversion ICs and Voltage reference ICs, part of the 
market and competition may be found in Analog specific mark et developing 
equivalent products, even if products are not classified in the same way, the know -
how is available in other companies.”
64 Therefore, the Commission considers that 
coordination on a potential market for signal conversion ICs or a market for ge neral 
purpose analog ICs is likely not to be feasible.  
(82) The Horizontal Merger Guidelines, after referring to the transparency of the market 
as a condition to reach the terms of the coordination, set out three specific conditions 
that are required for coord ination to be sustainable: (i) the ability to monitor; (ii) a 
credible deterrence mechanism; and (iii) the impact of reactions by outsiders.65 As 
regards the first condition, the Commission considers that because of the presence of other suppliers of signal  conversion ICs and others suppliers of analog ICs with the 
know -how required to compete on this potential market, it would generally be 
difficult to achieve coordination and to monitor any coordinated behaviour on the market. As to the third condition, an y form of collusion might be broken by any of 
these suppliers.  
(83) Finally, the Commission considers that coordination on a potential market for signal conversion ICs would not be more likely as a result of the proposed Transaction. The market shares from 2017 -2019 in Table 2 above indicate that the market is currently 
                                                 
61  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 35.1.  
62  Case C -413/06 P, Bertelsman and Sony Corporation of America v. Impala, ECLI:EU:C:2008:392, 
paragraph 121.  
63  Horizontal Merger Guidelines, paragraph 41.  
64  Repli es to Commission questionnaire 2 to competitors, question 21.4.  
65  Horizontal Merger Guidelines, paragraph 41.  
 
 
19 already concentrated and that Maxim will only contribute with a [5 -10]%  market 
share (2019) to the combined entity. Thus, the pre -merger concentration levels 
would not fundamentally change follow ing the Transaction. Moreover, […]  
(84) The results of the market investigation also confirm that no consumers or 
competitors expect that the Transaction will have a negative impact on the market for signal conversion ICs, while several respondents expect that the acquisition will have a positive impact.
66 In this regard, the Commission also notes that there is no 
evidence of past collusive behaviour on this potential market. 
(85) In light of the above, the Commission concludes that the Transaction does not give rise to serious doubts with regard to its compatibility with the internal market as a 
result of possible horizontal effects on a potential market for signal conversion ICs.  
5.2.2. Infotainment ASSPs used in automotive applications  
5.2.2.1. The Notifying Party’s view  
(86) The Notifying Party observes that, based on the Commission’s previous decisions, the market for semiconductors may be divided by (i) category of semiconductor; and (ii) end -use application. As regards the distinction by category, the Notifying Party 
submits that the  Transaction does not have any negative impact on the market for 
application -specific analog ICs used in automotive applications as the Parties’ 
combined market share is only [5 -10]% .  
(87) When the market is assessed on the basis of the end -use application, th e Notifying 
Party submits that there is a horizontal overlap on a potential market for Infotainment ASSPs, the Notifying Party states that this does not lead to competition concerns.  
(88) In particular, the Notifying Party argues that the Parties would face com petition from 
other suppliers and they would not be close competitors. Moreover, the Notifying Party submits that customers exert buyer power on a potential market for Infotainment ASSPs.  
5.2.2.2. The Commission’s assessment  
(89) On the basis of the results of the market investigation and the information provided by the Notifying Party, the Commission considers that the proposed Transaction does not raise serious doubts as to its compatibility with the internal market as regards application- specific analog ICs used in a utomotive applications or as regards 
infotainment ASSPs for the following reasons.  
(90) First, the market investigation makes clear that neither competitors nor consumers perceive either ADI or Maxim as the leading market player in infotainment ASSPs. Rather, t he majority of competitors and customers indicates that  […].
67 
                                                 
66  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 35.1.  
67  Replies to Commission ques tionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 18.  
 
 
20 (91) […], which provides an overview of the Parties’ (and their main competitors’) 
market shares in the global supply of infotainment ASSPs in the period 2017- 2019. 
Table 3 – Worldwide market share o f infotainment ASSPs (2017 -2019)  
Competitors  2017  2018  2019  
ADI [10-20]% [10-20]% [10-20]% 
Maxim  [10-20]% [10-20]% [20-30]% 
Combined  [30-40]% [30-40]%  [30-40]%  
Texas Instruments  [30-40]%  [30-40]%  [20-30]% 
STMicroelectronics  [10-20]% [10-20]%  [10-20]%  
NXP  [5-10]% [5-10]% [5-10]% 
Others  [20-30]% [10-20]% [20-30]% 
Total market  100%  100%  100%  
  Source: Form CO  
(92) […] quantitatively, it is consistent with the results of the market investigation as it 
does show that the Parties face competition from several  other important suppliers in 
a potential market for infotainment ASSPs. This is confirmed by the market 
investigation, where a majority of competitors and consumers indicates that there 
will be sufficient manufacturers left on the market after the Transaction to exercise an effective constraint on the merged entity.
68 
(93) Second, the majority of the respondents to the market investigation indicate that ADI and Maxim are competing head to head for infotainment ASSPs. According to the Notifying Party however, the  product portfolios of the Parties only overlap in two 
product areas within infotainment ASSPs: (i) connectivity; and (ii) infotainment power products. With regard to the former, Maxim focusses primarily on […], a high- speed connectivity solution), whereas ADI focusses primarily on […]. As to 
infotainment power products, Maxim’s products are mainly used for […], whereas ADI’s products are mainly used for […].  
(94) Third, as regards the buyer power of customers, the Notifying Party submitted that most customers are sophisticated, globally active and they look for a number of suppliers to meet their infotainment needs. The Commission’s market investigation confirms that infotainment ASSP products are particularly customised to fulfil 
demanding requirements of custo mers and suit end- products.
69 Customers often 
organise tenders for new designs at the “design in” stage. During this process, 
manufacturers often cooperate with customers in order to agree on specific technical and packaging requirements.
70. Moreover, Custom ers have also generally confirmed 
that an adequate number of alternative suppliers will remain on the market post -
Transaction.71 As a result, a majority of customers expects the impact of the 
Transaction to be neutral.72  
                                                 
68  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 20.  
69  Minutes of a call with [a distributor] of 21  January 2 021 
70  Minutes of calls with a [distributor ] of 15 January  2021.  
71  Replies to Commission questionnaire 1 to customers, question 21.3.  
72  Replies to Commission questionnaire 1 to customers, question 35.4.  
 
 
21 (95) Fourth, the results of the market in vestigation show that also the majority of the 
competitors expect that the Transaction will have a neutral impact on the market, 
while no competitors fear a negative impact.73  
(96) In light of the above, the Commission considers that the proposed Transaction do es 
not raise serious doubts as to its compatibility with the internal market in relation to 
the potential market for application- specific analog ICs used in automotive 
applications, as well as in the potential market for infotainment ASSPs, in light of 
the fact that the Parties have a small combined market share on the former potential 
market and the fact that sufficient alternative market players will remain active following the Transaction.  
5.2.3. Application- specific analog ICs: Industrial – Medical/healthcare  
5.2.3.1. The Notifying Party’s view  
(97) The Notifying Party submits that the Transaction would not have any negative effect on a market for application- specific analog ICs used in industrial applications as the 
combined market share of the Parties does not exceed [ 20-30]%. While the 
Commission did not distinguish a further segmentation for these type of ICs in prior 
decisions, the Notifying Party submits that even on a potential market for industrial 
healthcare ASSPs, the Transaction does not raise serious concerns for competition as the combined market share of the Parties overstates the level and importance of 
competition between the Parties on the market.  
(98) The Notifying Party submits in particular that the Parties would face competition from other suppliers and that th e Parties would not be close competitors. Lastly, 
customers would exert buyer power in a potential market for industrial healthcare ASSPs.  
5.2.3.2. The Commission’s assessment  
(99) Table 1 above shows that on a market for application- specific analog ICs used in 
industri al applications the combined market share of the Parties does not exceed 
[20-30]%. Moreover, the market share increment resulting from the merger on this 
market would only be [0- 5]%. On a potential market for healthcare ASSPs however, 
there is a horizontal  overlap between the Parties.  
(100)  Table […]
* below provides an overview of the Parties’ (and their main competitors’) 
market shares in the global supply of industrial heal thcare ASSPs in the period 
2017- 2019. 
                                                 
73  Replies to Commission questionnaire 2 to competi tors, question 35.4.  
* Should read: “4”. 
 
 
22 Table […]* – Worldwide market share of in dustrial h ealthcare ASSPs 
(2017- 2019)  
Competitors  2017  2018  2019  
ADI [30-40]% [20-30]% [20-30]% 
Maxim  [5-10]% [5-10]%  [5-10]%  
Combined  [40-50]% [30-40]%  [30-40]%  
Texas Instruments  [20-30]%  [20-30]%  [20-30]%  
STMicroelectronics  [10-20]% [20-30]%  [20-30]%  
ON Semi  [5-10]%  [5-10]%  [5-10]%  
Broadcom  [0-5]% [0-5]% [0-5]% 
Infineon  [0-5]% [0-5]% [0-5]% 
Others  [0-5]% [0-5]% [0-5]% 
Total market  100%  100%  100%  
Source: Form CO  
(101)  The market shares in Table […]* above indicate that  […]. According to the 
Notifying Party, thi s […] coincides with general market growth as medical 
applications are one of the fastest growing segments of the market for industrial 
semiconductors.74  
(102)  […]. The combined market share of the Parties in the EEA does not exceed 
[20-30]%, while the market sh are increment resulting from the merger on an EEA -
wide ma rket would only be [0- 5]%. Table […]* below shows the Parties’ (and their 
main competitors’) market shares in the global supply of industrial healthcare ASSPs 
in the period 2017- 2019. 
Table […]* –Mar ket share of industrial he althcare ASSPs in the EEA 
(2017- 2019)  
Competitors  2017  2018  2019  
ADI [10-20]% [10-20]% [10-20]% 
Maxim  [5-10]% [0-5]% [0-5]% 
Combined  [20-30]%  [10-20]%  [10-20]%  
STMicroelectronics  [30-40]% [40-50]% [40-50]% 
Texas Instruments  [30-40]% [30-40]%  [30-40]%  
Others  [10-20]% [5-10]%  [5-10]%  
Total market  100%  100%  100%  
Source: Form CO  
(103)  On the basis of the above, the Commission considers that the Parties face significant competition from larger competitors on a potential narrow market for industrial healthcare ASSPs, particularly within the EEA.  
                                                 
* Should read: “4”. 
* Should read: “4”. 
74  Annex 6.G.III.3 to the Form CO.  
* Should read: “5”. 
* Should read: “5”. 
 
 
23 (104)  Lastly, the Commission assessed whether customers are able to exert buyer power 
on a potential market for industrial healthcare ASSPs. The Notifying Party submits that competition generally take s place at the ‘design in’ stage of product 
development, on a socket by socket basis, meaning that customers choose a preferred supplier for each relevant socket/design. Since customers may require a number of sockets/components, it would be common for cus tomers to multi- source. 
Furthermore,  […].  
(105)  The results from the market investigation are however not conclusive as regards the possibility for customers to switch to other products. While a majority of competitors responded that customers can easily switch  between different providers 
for analog ICs in general, the majority of customers (including […]) indicated that 
this would not be the case.
75 
(106)  However, regardless of the question whether customers will be able to exert buyer power, the Commission considers that market share information above confirms that other suppliers will exercise sufficient competitive constraints on the Parties after the proposed Transaction. In any event, the market investigation confirmed that a 
majority of the respondents considers that the Transaction will have a positive or 
neutral impact on the market for application -specific analog ICs in industrial 
applications. No competitor or consumer expects that the proposed Transaction will have a negative impact on the market.
76 
(107)  In light o f the above, the Commission considers that the proposed Transaction does 
not raise serious doubts as to its compatibility with the internal market in relation to the potential market for application -specific analog ICs used in industrial 
applications, as w ell as in the narrower potential market for industrial healthcare 
ASSPs.  
5.2.4. Application- specific analog ICs: Automotive (BMS)  
(108)  As mentioned above in paragraph (36) , a competition concern was expressed in the 
course o f the market investigation by a competitor regarding the Parties’ [ ...] in the 
supply of BMS ICs.  
(109)  BMS encompass various ICs (including microcontrollers, battery cell controllers, detectors/sensors, resistors etc.) and are used to manage the energy levels of battery 
cells by monitoring their state and report that to a central system. Within BMS ICs, battery cell controllers are components that specifically measure the battery’s state of health or state of charge. While BMS can be used in many different end -use 
applications, they are increasingly in demand in the automotive industry to monitor energy levels of batteries in electric and hybrid vehicles.  
(110)  The Parties do not manufacture whole battery packs or all ICs that are part of a BMS. Rather, both ADI and M axim manufacture the battery controllers and the ICs 
that bridge these battery cell controllers to the microcontrollers to take appropriate action on what is sensed in the battery (e.g. the levels of remaining energy). 
                                                 
75  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors , 
question 23.  
76  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 35.11.  
 
 
24 (111)  According to a respondent to the market investigation,  […].77 
5.2.4.1. The Notifying Party’s view  
(112)  The Notifying Party submits that it is not necessary or appropriate to identify a 
separate market for BMS ICs for automotive applications, or even more narrowly a market for battery controllers, because they are used in a wide range of industries albeit with different specifications. Even on these narrow markets however, the Transaction would not lead to competition concerns in the Notifying Party’s view, because the Parties would face competition from several alternative suppliers, the Parties would not be close competitors and customers exert buyer power.  
(113)  On potential wider markets including BMS ICs, such as other automotive ASSPs or application -specific analog ICs used in automotive applications, the combined 
market share of the Parties does not exceed [ 20-30]% (2019) and the Notifying Party 
therefore submits that that the Transaction would not raise competition concerns on these markets, also because several alternative suppliers remain on these markets post-Transaction.  
5.2.4.2. The Commission’s assessment  
(114)  On the basis of the information in Table 1 above, the Commission concludes that the proposed Transaction does not lead to any competition concerns on a market for application -specific analog ICs used in automoti ve applications, as the combined 
market share of the Parties does not exceed [ 20-30]% for 2019. Therefore, the 
Commission focussed its assessment on potential narrower markets.  
(115)  As indicated in paragraph (30) , pre viously, the Commission considered whether 
within the market for application -specific analog ICs used in automotive applications 
a further distinction may be drawn between power and non- power analog ICs.
78 
However, ultimately the Commission concluded that t he precise product market 
definition could be left open. 
(116)  On the basis of this distinction, both BMS ICs for automotive applications and even more narrowly,  battery cell controllers would fall within a potential market for power analog ICs, with among othe rs smart power ICs and discrete power devices. 
The combined market shares of the Parties on this potential market for power analog 
ICs would however be only [5- 10]% (2019).
79 The proposed Transaction would 
therefore not raise any concerns on a potential mar ket for power analog ICs. 
(117)  The Notifying Party further submits that a distinction could be made between 
infotainment ASSPs and other automotive ASSPs, in accordance with the 
methodology used by the WSTS. On the latter potential market for other automotive 
ASSPs, the combined worldwide market share of the Parties would only amount to 
                                                 
77  Replies to Commission questionnaire 2 to competitors, question 27.  
78  Commission decision of 17 September 2015 in case M.7585 - NXP Semiconductors / Freescale 
Semiconductor , paragraphs 50 and 52.  
79  Section 6.G.I. of the Form CO. Source: Parties and Strategy Analytics (2019).  
 
 
25 [0-5]% (2019).80 On this market, the proposed Transaction therefore does not raise a 
competition concern.  
(118)  Lastly, the Commission considered whether the proposed Transaction raises  
competition concerns on a separate market for BMS and more narrowly a market for 
battery cell controllers.  
(119)  The Notifying Party submits that WSTS does not report data regarding either BMS or battery cell controllers. Therefore, the Notifying Party provided other third party 
market information relating to product segments for BMS ICs used in hybrid- electric 
and electric vehicles, as well as BMS ICs used in start -stop systems (no specific 
market share data at the granularity of battery cell controllers is available). This information i s included in Table […]
* below.  
Table […]* – 2019 worldwide shares of supply for BMS ICs 
 Revenue (€ m)  Share (%)  
ADI […] [10-20]% 
Maxim  […] [10-20]% 
Combined  […] [30-40]% 
Others  […] [60-70]% 
Total  […] 100%  
  Source: Form CO and RFI 8 
(120)  The Notifying Party further submitted that the Parties have […]. Moreover, the worldwide shares of supply above would most likely overstate the Parties’ actual 
position on the market. Notably, the success of BMS ICs depends on the success of the platform within the vehicle for which they are used. BMS ICs are typically sourced for the lifetime of a platform, which is usually around four to five years. Therefore, competition for BMS ICs takes place in the context of calls for tenders. As a result of […], the Notifying Party submits that their revenues  […].  
(121)  In addition to ADI and Maxim, there are several other suppliers of BMS ICs that will be able to compete following the acquisition. On the basis of the Notifying Party’s best estimate, these competitors include NXP ([10 -30]%) , Texas Instruments 
([10-20]%) , Infineon ([5 -20]%) , Panasonic/Nuvoton ([5 -20]%) , Denso ([5-20]%) , 
STMicroelectronics ([0-10]%)  and Renesas/Intersil ([0-10]%) .
81 As no market data 
is available regarding battery cell controllers, the Notifying Party further submits that the competitive landscape for battery cell controllers from its perspectiv e does 
not look materially different. [ …].
82 
(122)  On the basis of the above, the Commission considers that, on a potential market for 
BMS ICs, sufficient competition will remain following the proposed Transaction. 
Finally, the Commission assessed whether customers may exert buyer power on a 
                                                 
80  Section 6.G.I of the Form CO. Source: Parties and WSTS (2019).  
* Should read : “6”. 
* Should rea d: “6”. 
81  The market shares correspond to the financial year 2019. It is estimated that the shares of supply of NXP 
and TI in 2020/21 are currently [20-30]% and [10-20]% respectively, […]. 
82  https://www.ionenergy.co/platform/battery -management -systems/ .  
 
 
26 potential market for BMS ICs. Moreover, customers on the market for BMS ICs are 
sophisticated purchasers. Competition between BMS IC suppliers mainly takes place at the ‘design in’ stage, where on a socket by socket basis, cus tomers choose a 
preferred supplier. In this regard, customers of BMS ICs tend to multisource and switch between suppliers as also demonstrated by the examples in paragraph (120)  
above. As regards battery cell con trollers, the Commission concludes that there 
seems to […]
* market information available at this level of granularity. However, it 
has not found any information that would support a conclusion that its market assessment would be substantially different fro m its assessment of the potential 
competitive impact on a potential market for BMS ICs.  
(123)  Taking into account all of the above, the Commission concludes that even on a narrow potential market for BMS ICs, the proposed Transaction does not raise serious comp etition concerns.  
5.2.5. Conclusion on potential horizontal effects  
(124)  For the reasons set out in sections 5.2, and in light of the evidence made available during the investigation, the Commission considers that the Transaction does not 
give rise to serious doubts w ith regard to its compatibility with the internal market as 
a result of possible horizontal non- coordinated effects, either through the creation of 
strengthening of a dominant position or otherwise significantly impeding effective 
competition, in any of th e above analysed markets (i.e. markets for signal conversion 
ICs, application -specific analog ICs used in automotive applications, infotainment 
ASSPs, application -specific analog ICs used in industrial applications, industrial 
healthcare ASSPs, power analo g ICs, other automotive ASSPs and BMS ICs ). 
5.3. Potential conglomerate effects in analog IC markets  
5.3.1. Introduction  
(125)  The Notifying Party submitted that one of the key economic and strategic rationales of the proposed Transaction is to combine the Parties’ portfol ios, which are largely 
complementary. […]. The Notifying Party also submits that the Parties’ combined 
annual R&D budget will allow the merged entity to better serve customer needs and compete more effectively with other industry participants . 
5.3.2. The Notifyin g Party’s view  
(126)  The Notifying Party submits that the proposed Transaction would not give rise to any conglomerate concerns.  
(127)  First, the Notifying Party argues that the Parties would not have the ability to foreclose competitors because none of the products o ffered by the merged entity are 
“must have” products. It explains that several significant competitors offer comparable products on a global basis and that these competitors will continue to exert pressure on the merged entity.  
(128)  Furthermore, the Notifying Party submits that the combination of the Parties’ product portfolios would not create opportunities for technical tying or commercial 
                                                 
* Should read : “be no” . 
 
 
27 bundling of any products. Moreover, it argues that even if the Parties were to engage 
in bundling strategies, the Parties ’ competitors would be able to replicate the Parties’ 
potential bundles and to compete effectively.  
(129)  Second, the Notifying Party argues that the merged entity would not have an incentive to engage in a foreclosure strategy. The Notifying Party submits that the 
Parties have a modest market share across the majority of their respective and combined portfolios. In affected markets, it considers that there will remain a sufficient number of competitors to exercise an effective constraint. Furthermore, customers in this sector are generally sophisticated market players that closely 
evaluate and would make use of other supply options if any market player were to attempt to tie or bundle ICs. Lastly, ADI argues that it already has many of the Parties’ product types in its current product portfolio and yet does not currently bundle or integrate these products technically or commercially. It considers that the proposed Transaction would not change its incentives to do so. 
(130)  Third, in the absence of the ability or incenti ve to engage in a foreclosure strategy, 
the Notifying Party submits that any anticompetitive impact is improbable.  
5.3.3. The Commission’s assessment  
5.3.3.1. Ability to foreclose  
(131)  In order to have the ability to foreclose rivals, the merged entity must have a significant degree of market power in at least one of the markets concerned. That is, 
at least one of the Parties’ products must be viewed by many customers as 
particularly important and there must be few relevant alternatives for that product.
83 
(132)  In this respect, the C ommission notes that the merged entity will represent [40-50]% 
of the market for general purpose analog ICs - signal conversion. Moreover, there is 
at least one significant competitor with a comparable market position (Texas Instruments) and several smaller players in the market. Therefore, in light of the structure of the market for general purpose analog ICs – signal conversion and the 
merged entity’s position in that market, it is unlikely that after the Transaction the merged entity will have the ability to leverage its position into other neighbouring markets after the Transaction. Moreover, the Parties’ combined market share in 
general purpose analog ICs as well as in other sub -segments in the general purpose 
analog market will remain below [ 30-40]%. 
(133)  The Commission also notes that the merged entity would have a market share of 
[30-40]% in the market for application -specific analog ICs – infotainment 
automotive ASSPs. There is at least one significant competitor with a comparable market position (Texas I nstruments), another strong competitor 
(STMicroelectronics) and several smaller players in the market. The Commission is 
therefore of the view that based on its position in the market for application- specific 
analog ICs – infotainment automotive ASSPs, it is unlikely that after the Transaction 
the merged entity will have the ability to leverage its position into other 
neighbouring markets.  
                                                 
83  Non-horizontal Merger Guidelines, paragraph 99.  
 
 
28 (134)  The Commission also notes that the merged entity would have a market share of 
[30-40]% in the market for application -specific analog ICs –  industrial 
medical/healthcare ASSPs. There are at least two significant competitors with a comparable or material market position (Texas Instruments and STMicroelectronics), and several smaller players in the market. The Commission is therefore of the view that based on its position in the market for application- specific 
analog ICs – industrial medical/healthcare ASSPs, it is unlikely that after the 
Transaction the merged entity will have the ability to leverage its position into other neighbouring markets.  
(135)  Moreover, the Parties’ combined market share in any of the product categories within the market for application -specific analog ICs will remain below [30 -40]% . 
There are, however, two sub- segments where the combined market shares of t he 
Parties will be equal to or exceed [30 -40]% . These sub -segments are: wireless 
infrastructure & other wireless communication ASSPs [30- 40]% and one of its 
further potential sub- segmentations, wireless infrastructure ASSPs [30 -40]% . 
However, the increment  brought about by the Transaction would be less than [0 -5]% 
in each of these potential markets. For this reason, the Transaction cannot be deemed to consolidate a situation of market power such that the merged entity will have the ability to leverage its p osition into other neighbouring markets.  
(136)  The Notifying Party has also provided the Parties’ and competitors’ market shares for the rest of the semiconductor products indicated in paragraph (68) . According to 
those market data, the merged entity’s estimated market shares for semiconductor markets other than the aforementioned markets, will not exceed [30 -40]%  and 
several significant competitors will remain active in each market.  
(137)  The results of the market investiga tion confirm that, in principle, the Parties do not 
sell any product that would be difficult to source from alternative suppliers. Both customers and competitors agree that that the merged entity would have neither an advantage over its main competitors nor the ability to leverage its position on the market.
84 Most of the competitors indicated that alternative suppliers would remain 
on the market for each product in the respective Parties’ portfolio, such that competitors would have the capability to supply equivalent or similar products  
(138)  Some customers took the view that, even though switching to alternative suppliers would be possible, such switching would not be likely considered during the implementation of a specific project relying on the relevant ICs, b ut would be 
possible from one project to the other. This is because  the ICs that manufacturers 
produce are often dependent on customer requirements and end- designs. According 
to a customer “semiconductor manufacturers do not completely develop the final 
product themselves, but rather decide which component functionality would be 
suitable for the customer’s end product and then develop solutions accordingly, 
taking into account technical feasibility. Afterwards, customers evaluate the semiconductor products and select a design, which is the most suitable for their final 
product” .
85 Nevertheless, the Commission observes that competition between 
                                                 
84  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors , 
questions 28, 30 and 31.  
85  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 27 and minutes of a call with [a distributor ] of 15 January 2021 . 
 
 
29 suppliers largely happens before a project is implemented by a given customer, such 
that the scope of switching would be sufficient to constrain de merged entity.86 
5.3.3.2. Incentive to foreclose  
(139)  The Commission has also assessed whether the merged entity will have an incentive to engage in bundling of different semiconductors, in order to foreclose rivals from 
effectively competin g for customers who purchase different products.  
(140)  The merged entity will continue to face several credible competitors, many of which 
are able to offer the same range of products (as single solutions or bundles) as the 
Parties. These suppliers will therefor e be able to respond to the merged entity 
bundling strategies by offering equally attractive solutions. Accordingly, the market 
investigation confirms that, after the Transactions, by integrating their respective 
product portfolios, the Parties will not ga in a competitive advantage on their main 
competitors, but rather achieve the same breadth of offer.
87 
(141)  Possible bundled sales by the merged entity would therefore unlikely lead to the marginalisation of competitors, who will be able to replicate the offers a nd/or to 
propose different discounts on other bundles.  
(142)  Consistently with this view, the majority of the participants to the market investigation submitted that the merged entity, through the offering of bundles including different products would not have t he incentive to foreclose competing 
operators in any of the aforementioned markets.. This was also confirmed by 
preliminary contacts with the Parties’ customers and competitors.
88 
(143)  Based on the above, the Commission considers that the merged entity is unlike ly to 
have the incentive to foreclose competitors in semiconductors markets by bundling different products post -Transaction.  
5.3.3.3. Impact on effective competition  
(144)  Regardless of whether the merged entity has either the ability or the incentive to 
foreclose rivals in the semiconductors markets by bundling different products, the 
Commission considers that such strategy would not have an appreciable impact on 
competition.  
(145)  Any potential impact of such bundling strategy would be mitigated by the ability of 
competitors to react to such strategy by offering similar or other bundles based on 
their portfolio. This could be particularly the case with respect to the Parties’ main competitors (e.g. Texas Instruments, STMicroelectronics, NXP, ONSemi), that have 
a similar market  presence and comparable […]
* portfolios. Furthermore, customers 
tend to acquire separate ICs from various suppliers, depending on their end- solution 
                                                 
86  Minutes of calls with a [distributor ] of 15 Januar y 2021.  
87  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question  33. 
88  Minutes of a call with [ a competitor] of 28 January 2021; minutes of calls with [distributors] of 15 January 
2021 and 21 January 20 21. 
* Should read : “product ”. 
 
 
30 and technical requirements. For these reasons, bundling is not a common practice in 
the semiconductor market.89 
(146)  The results of the market investigation confirm the limited effect of the Transaction. Notably the vast majority of the participants to the market investigation submitted that the Transaction would not affect the markets for general purpose signal conversion ICs, general purpose amplifier & comparator ICs, general purpose power management – voltage reference ICs, automotive infotainment ASSPs, general 
purpose interfaces and isolator ICs, general purpose power management ICs, switching regulator ICs, su pervision, sequencing and control and other power 
management ICs, application -specific ICs: communication, application -specific ICs: 
consumer, application -specific ICs: industrial and others, end- use specific ICs: 
industrial -  test and measurement.
90  
(147)  Similarly, the vast majority of respondents submitted that the Transaction would have an either positive or neutral impact on their activity.
91 
5.3.3.4. Conclusion on conglomerate effects  
(148)  In light of the above, the Commission considers that […]* does not raise serious 
doubts as to its compatibility with the internal market as a result of conglomerate effects, which could create or strengthen a dominant position or otherwise impede effective competition in the semiconductors markets.  
6. C
ONCLUSION  
(149)  For the above reasons, the E uropean Commission 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 Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice- President  
                                                 
89  Minutes of a call with [ a competitor ] of 28 January 2021; minutes of calls with [distributors ] of 15 January 
2021 and of 21 January 2021.  
90  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2  to competitors, 
question 36.  
91  Replies to Commission questionnaire 1 to customers and Commission questionnaire 2 to competitors, 
question 37.  
* Should read : “the Transaction ”.