Summary of Commission Decision of 12 July 2023 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.10806 – Broadcom / VMware) (notified under document number C(2023) 4654)
Date: 2023-07-12
Institutions: Directorate-General for Competition, European Commission
Subjects: economic concentration, electronics industry, merger control, software








C_202502799EN.000101.fmx.xml












Official Journal of the European Union


EN
C series













C/2025/2799


23.5.2025






Summary of Commission Decision
of 12 July 2023
         
declaring a concentration compatible with the internal market
and the functioning of the EEA Agreement
(Case M.10806 – Broadcom / VMware)


(notified under document number C(2023) 4654)


(Only the English version is authentic)
(Text with EEA relevance)
(C/2025/2799)

(C/2025/2799)On 12 July 2023 the Commission adopted a Decision in a merger case under Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings
          (1)
, and in particular Article 8(2) of that Regulation. A non-confidential version of the full Decision can be found in English on the website of the Directorate-General for Competition, at the following address: https://competition-cases.ec.europa.eu/search
.
1.   THE PARTIES









(1)


Broadcom, Inc. (‘Broadcom’ or ‘Notifying Party’) is a US based technology company that designs, manufactures, and provides a broad range of semiconductors and infrastructure software solutions.












(2)


VMware, Inc. (‘VMware’) is a US based company active in IT software including virtualization and related workload management technologies for data centres and cloud computing environments, application development and end-point management.




2.   THE OPERATION









(3)


On 15 November 2022, the European Commission (‘Commission’) received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the Notifying Party will acquire, within the meaning of Article 3(1)(b) of the Merger Regulation, sole control over VMware (the ‘Transaction’).




3.   SUMMARY









(4)


After a preliminary examination of the notification and based on the Phase I market investigation, the Commission raised serious doubts as to the compatibility of the Transaction with the internal market and adopted a decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation on 20 December 2022.












(5)


After reviewing the available evidence collected in Phase I and Phase II, the Commission came to the preliminary view that it is likely that the Transaction would significantly impede effective competition in a substantial part of the internal market within the meaning of Article 2(3) of the Merger Regulation, and issued a Statement of Objections to the Notifying Party on 12 April 2023.












(6)


On 16 May 2023, the Notifying Party submitted commitments pursuant to Article 8(2) of the Merger Regulation.












(7)


On 24 May 2023, the Commission launched a market test of the commitments submitted by the Notifying Party.












(8)


On 14 June 2023, the Notifying Party submitted revised and final commitments pursuant to Article 8(2) of the Merger Regulation.












(9)


The Commission concluded that the final commitments address the competition issues raised by the Transaction in their entirety. The Commission also concluded that the final commitments are capable of being implemented effectively within a short period of time.












(10)


Therefore, a clearance decision pursuant to Article 8(2) of the Merger Regulation was adopted.




4.   EXPLANATORY MEMORANDUM

4.1.   The relevant markets









(11)


The Decision identifies certain relevant markets for the assessment of the horizontal effects and other relevant markets for the assessment of the conglomerate effects.












(12)



The relevant markets for the assessment of the horizontal effects are the following: IT Operations Management (ITOM) software (including IT Asset Management & Software Asset Management) and System Infrastructure software (including IT Automation and Configuration Management software and its sub-segment Datacenter System and Application Control software, as well as Network software). With respect to all the mentioned markets, for the purpose of the Decision, the Commission considers that the exact product market definition can be left open, as the Transaction would not significantly impede effective competition under any potential product market definition. The Commission carried out its competitive assessment on the basis of all the potential product market segments identified by the Notifying Party in accordance with IDC and/or Gartner segmentations for which market share data is available and which were affected on the basis of 2021 market shares data. Similarly, the Commission considers that, for the purposes of the Decision, the exact geographic market definition for all the mentioned markets can be left open.












(13)



The relevant markets for the assessment of the conglomerate effects are the following:






(a)



Server virtualization software market. The Commission concludes in the Decision that the server virtualization software market excludes containerization software and includes both open-source and proprietary virtualization software. The Commission also concludes that the server virtualization software market should be further segmented based on deployment model, i.e., depending on whether the software is deployed (i) on-premises and on private cloud, or (ii) on public cloud. The geographic scope of the market for virtualization software, or any segmentation thereof, is worldwide.










(b)



Market for Fibre Channel Host-Bus Adapters (‘FC HBAs’). FC HBAs connect servers to storage located outside the server on a storage-area network, through a switch. FC HBAs use Fibre Channel protocol to transfer data in a FC-based storage-area network, using fibre-optic cables to connect nodes. The Commission concludes in the Decision that there is a market for FC HBAs, without further segmentation based on end-use or type of customer. The results of the market investigation are inconclusive as to whether there should be a broader market for HBAs, including other protocols in addition to Fibre Channel, such as Ethernet. In its competitive assessment, the Commission nevertheless analyses if and to what extent non-FC HBAs exert an out-of-market competitive constraint on FC HBAs. The geographic scope of the market for FC HBAs is worldwide.










(c)



Market for Storage Adapters. Storage adapters also connect servers to storage, but different to FC HBAs, storage adapters connect server CPUs to storage directly. Storage adapters contain storage controllers, which are chips that provide the processing functionality for the I/O (input/output) card in storage adapters. Each storage adapter has one storage controller. The Commission concludes in the Decision that storage controllers should not be considered to be part of the same market as storage adapters, but rather as an input to the storage adapter market. Therefore, the relevant market is the downstream market for storage adapters, without further segmentation. The geographic scope of the market for storage adapters is worldwide.
















(14)



Market for Ethernet NICs. A NIC is a server component that provides an interface between the server and other computers and equipment on a network. A SmartNIC is a NIC with an integrated CPU. The Commission concludes that within a broader market for the supply of NICs, following a segmentation based on protocol, there is a narrower relevant product market for the supply of Ethernet NICs (which does not include SmartNICs). The question whether the market should be segmented based on bandwidth (i) below 25 Gb/s, and (ii) above 25 GB/s can be left open. The geographic scope of the market for the supply of NICs, or any segmentation thereof, is worldwide.




4.2.   Competitive assessment









(15)



With respect to the horizontal effects, the Commission carried out its competitive assessment on the basis of all the potential product market segments identified by the Notifying Party in accordance with IDC and/or Gartner segmentations for which market share data is available and where horizontal overlaps were identified on the basis of 2021 market shares data.












(16)



With respect to the conglomerate effects, the Transaction gives rise to a number of conglomerate relationships between VMware’s and Broadcom’s activities.












(17)


First, the Commission assessed in the Decision whether the Transaction could lead to foreclosure of Broadcom’s rivals in a number of hardware markets through the leveraging of VMware’s strong position in the market for on-premises and private cloud server virtualization. The assessment is conducted separately for the market for FC HBAs, the market for storage adapters, and the market for NICs.












(18)


In addition, the Decision assessed whether the Transaction could lead to a hampering of innovation resulting from the merged entity delaying or hindering the development of SmartNICs through Project Monterey, which is VMware’s cooperation with three SmartNICs developers to build a version of its server virtualization software that runs on SmartNICs.












(19)


Finally, the Decision assessed whether the merged entity could, as a result of the Transaction, start bundling VMware’s server virtualization software with Broadcom’s software.




4.2.1.   No horizontal concerns









(20)


The Transaction only gives rise to limited horizontal overlaps (which amount to combined market shares of the Parties below 20 %), with the exception of 4 IDC and/or Gartner market segments in which the Parties’ combined market share exceed 20 % at the worldwide or EEA level: (i) IT Asset Management & Software Asset Management (Gartner terminology), (ii) IT Automation and Configuration Management software and its sub-segment (iii) Datacenter System and Application Control software, and (iv) Network software (all IDC terminology).












(21)


The Commission considers in the Decision that the Transaction does not raise competition concerns as regards horizontally affected markets neither at EEA nor at worldwide level because in each affected market, the merged entity’s shares remain moderate, the increment in share brought about by the Transaction is marginal and the merged entity will continue to compete with a large number of other suppliers.




4.2.2.   Conglomerate effects

4.2.2.1.   Foreclosure of suppliers of FC HBAs by restricting or degrading interoperability between rival FC HBAs and VMware’s server virtualization software








(22)


Broadcom’s FC HBAs are server components which communicate with virtualization software indirectly, through drivers. The Commission assessed in the Decision whether the merged entity would likely have the ability and incentive to foreclose rival suppliers of FC HBAs by hampering the certified interoperability between rival FC HBAs and VMware’s server virtualization software and whether such a foreclosure strategy may have a negative impact on competition in the market for FC HBAs.












(23)



With respect to the ability to foreclose, the Commission concludes in the Decision that the merged entity has the ability to foreclose rival FC HBAs suppliers since:






(a)


Certified interoperability with VMware’s hypervisor is important and necessary for FC HBAs;










(b)


VMware holds a significant degree of market power on the on-premises and private cloud server virtualization software market;










(c)


The merged entity has the ability, both technically and contractually to engage in partial foreclosure by delaying or degrading certified interoperability between Broadcom’s rivals in FC HBAs and VMware’s server virtualization software;










(d)


Marvell, as the only FC HBAs competitor of Broadcom, is not able to deploy effective and timely counterstrategies.
















(24)



With respect to the incentive to foreclose, the Decision concluded that the merged entity would have the incentive to engage in a market-wide foreclosure strategy of its rival in the market for FC HBAs for the following reasons:






(a)


The Commission assessed in the Decision the critical switching rate implied by a standard static ‘vertical arithmetic’, namely the fraction of VMware virtualization software customers that would need to switch from using Broadcom’s rival FC HBAs to Broadcom components, rather than switching away from VMware’s virtualization software, for the gains from additional Broadcom sales to outweigh the losses in profits from the loss of VMware virtualization software licenses. The critical switching rate is [Business secret – margins calculations] %, meaning that a foreclosure strategy would be profitable if [Business secret – margins calculations] % of VMware customers using FC HBAs by Broadcom’s rivals would switch to corresponding Broadcom products.










(b)


The market investigation indicated that virtually all end-customers are likely to switch from rival to Broadcom FC HBAs since (i) end-customers determine which virtualization software they run, but are generally indifferent to the FC HBA supplier, (ii) server virtualization software represents a significant cost factor relative to the price of the FC HBA ([Business secret – price structure] % of the price of VMware license), and (iii) end-customers consider it more difficult and disruptive to switch to an alternative hypervisor than to switch to a different FC HBA, which is any event replaced as part of server refresh.










(c)


The foreclosure mechanisms are discreet and difficult to detect or prove and there are no countervailing factors such as the presence of buyer power or the likelihood of retaliation by rivals or server OEMs.
















(25)



With respect to effects, the Commission concluded in the Decision that the analysed foreclosure is likely to have significant detrimental effects on competition in the market for FC HBAs by reducing the ability of Broadcom’s FC HBA rival to compete for the following main reasons:






(a)


Broadcom is dominant, or at least holds a very strong position, in the highly concentrated market for FC HBAs, facing only one challenger (Marvell) and where a new entry is unlikely – in 2021, Broadcom held a market share of [60-70] % while its only challenger, Marvell, held [30-40] % market share.










(b)


In light of the importance of interoperability with VMware, as a result of the foreclosure, Broadcom’s rival (i) would be hampered in its ability to compete effectively in part of the market and (ii) would likely invest less. This will allow Broadcom to maintain and/or strengthen its dominant, or at least very strong position, in the market for FC HBAs.
















(26)


The Decision concluded that it is likely that the merged entity would have the ability and incentive to engage in a market-wide partial foreclosure strategy vis-à-vis its rival in the markets for FC HBAs by degrading the certified interoperability between these rival hardware products and VMware’s server virtualization software in the on-premises and private cloud environment and that the anticompetitive effects on the markets for FC HBAs would be significant.




4.2.2.2.   No foreclosure of suppliers of storage adapters by restricting or degrading interoperability between rival storage adapters and VMware’s server virtualization software








(27)


Broadcom’s storage adapters are server components which interact with server virtualization software indirectly, through drivers. The Commission assessed in the Decision whether the merged entity would likely have the ability and incentive to foreclose rival suppliers of storage adapters by hampering the certified interoperability between rival storage adapters and VMware’s server virtualization software and whether such a foreclosure strategy may have a negative impact on competition in the market for storage adapters.












(28)


The Commission found that the merged entity would have the ability to foreclose competing suppliers of storage adapters by degrading the certified interoperability between these rival hardware products and VMware’s server virtualization software in the on-premises and private cloud environment for similar reasons to the one mentioned in the assessment in relation to FC HBAs (section 5.2.1 above).












(29)


The Commission considered that, post-Transaction, the merged entity would not have the incentive to foreclose rival providers of storage adapters by restricting or degrading interoperability of rival storage adapters with VMware’s server virtualization software for the following reasons:






(a)


The estimated switching rate in relation to storage adapters is [Business secret – margins calculations] in relation to FC HBAs, [Business secret – margins calculations],










(b)


In the market for storage adapters, Broadcom faces competition from Microchip as well as from server OEMs who build custom-made storage adapters based on storage controllers purchased from Broadcom, Microchip and Marvell and subsequently sell them to end-customers. The storage controller amounts to only approximately [20-30] % of the value of the complete storage adapter,










(c)


The Commission considers that the server OEMs have buyer power as they may, when faced with the foreclosure behaviour, postpone the release of their new servers until they have obtained certification for their custom-made storage adapters.
















(30)



With respect to the impact on effective competition, the Commission considered in the present Decision that a foreclosure strategy against Broadcom’s rival providers of storage adapters is not likely to have a significant impact on competition in the worldwide market for storage adapters by reducing the ability of storage adapter rivals to compete since:






(a)


Broadcom has no dominant or strong position on the market for storage adapters since it has a moderate market share and faces strong competition;










(b)


When faced with potential foreclosure behaviour by the merged entity through the degradation of certified interoperability between their storage controllers and VMware’s virtualization software, storage adapter rivals would not be hampered in their ability to compete effectively.
















(31)


Therefore, the Decision concluded that the Transaction does not result in a significant impediment of effective competition on the worldwide market for storage adapters as a result of the foreclosure by the merged entity of rival providers of storage adapters by restricting or degrading interoperability of storage adapters with VMware’s server virtualization software




4.2.2.3.   No foreclosure of suppliers of NICs by restricting or degrading interoperability between rival NICs and VMware’s server virtualization software








(32)


Broadcom’s NICs are server components which interact with virtualization software. The Commission assessed in the Decision whether the merged entity would likely have the ability and incentive to foreclose rival suppliers of NICs by hampering the certified interoperability between rival NICs and VMware’s server virtualization software and whether such a foreclosure strategy may have a negative impact on competition in the market for NICs.












(33)


The Commission found in the Decision that the merged entity would have the ability to foreclose competing suppliers of NICs by degrading the certified interoperability between these rival hardware products and VMware’s server virtualization software in the on-premises and private cloud environment for the same reasons mentioned above under section 5.2.1.












(34)


The Commission considered that, post-Transaction, the merged entity would not have the incentive to foreclose rival providers of NICs for the following main reasons:






(a)


The estimated switching rate in relation to NICs is [Business secret – margins calculations] in relation to FC HBAs, [Business secret – margins calculations] %.










(b)


In the market for the supply of NICs, Broadcom faces competition from several important players, including Intel, AMD and NVIDIA, which sell and manufacture CPUs and GPUs, two central server components that are critical for VMware’s viability. VMware is [Business secret – sales policy and strategy]. In the event the merged entity would attempt or threat to degrade interoperability between VMware’s software and Intel, AMD or NVIDIA’s NICs, these vendors could retaliate by [Business secret – sales policy and strategy]. The importance of [Business secret – sales policy and strategy], would eliminate all incentives by the merged entity to degrade interoperability with VMware’s server virtualization software at the expense of these vendors.
















(35)



With respect to the impact on effective competition, the Commission considered that a foreclosure strategy against Broadcom’s rival providers of NICs is not likely to have a significant impact on competition in the worldwide market for NICs by reducing the ability of NICs rivals to compete. The market for storage NICs is fragmented and Broadcom has no dominant or strong position since it has a limited market share and faces strong competition.












(36)


Therefore, the Decision concluded that the Transaction does not result in a significant impediment of effective competition on the worldwide market for NICs as a result of the foreclosure by the merged entity of rival providers of NICs by restricting or degrading interoperability of NICs with VMware’s server virtualization software.




4.2.2.4.   No foreclosure of suppliers of SmartNICs by delaying or hindering the development of SmartNICs through Project Monterey








(37)


Project Monterey is VMware’s plan to build a version of its virtualization software hypervisor (ESXi) that runs on SmartNICs. Project Monterey has been developed in collaboration with three SmartNICs vendors: NVIDIA, Intel and AMD Pensando, with the aim to increase the efficiency of VMware’s virtualization software by leveraging the additional hardware processing capabilities in SmartNICs.












(38)


The Commission investigated whether the Transaction could lead to a hampering of innovation resulting from the merged entity delaying or hindering the development of SmartNICs through Project Monterey.












(39)


The Commission concluded in the Decision that the merged entity would likely have the ability to engage in a foreclosure strategy vis-à-vis SmartNICs suppliers by delaying or hindering the development of SmartNICs through Project Monterey as the Commission considers that:






(a)


VMware holds a significant degree of market power on the market for server virtualization software for on-premises and private cloud environments;










(b)


The merged entity has the technical ability to block the development of SmartNICs through Project Monterey since VMware’s involvement in Project Monterey is critical to its success: VMware plays a central role and provides the engineering resources required for the project and in 2022 invested [Business secret – sales policy and strategy] of the total amount invested in the project that year;










(c)


Compatibility with VMware’s hypervisor is a critical feature for hardware manufacturers of SmartNICs.
















(40)


The Commission considers that, post-Transaction, the merged entity would not have the incentive to engage in a foreclosure strategy vis-à-vis SmartNICs suppliers. The Commission assessed three potential scenarios of foreclosure and concluded that the merged entity does not have the incentive to engage in any of them:






(a)


With respect to the first scenario re-entering into the SmartNICs market and recapturing diverted sales from SmartNICs competitors - Broadcom has provided evidence showing that it has effectively stopped the development of their SmartNICs in February 2021 and [Business secret – strategic decisions] if it were to re-enter, the Commission considers that Broadcom would face the same challenges as before, which would not allow it to recapture sales from competitors.










(b)


With respect to the second scenario - foreclosing SmartNICs suppliers in order to recapture sales in NICs - a SmartNIC cannot be replaced by a NIC as the first has a greater functionality; even if the hindering of Project Monterey were to result into increased sales of NICs, this would first and foremost benefit other NIC players with a larger market share, and not have a material impact on Broadcom’s NICs business; moreover, the additional margins induced by Project Monterey would vastly exceed any potential NICs margins Broadcom could gain through additional or retained NICs sales.










(c)


With respect to the third scenario, encouraging customers to use Broadcom’s Smart Top of Rack (‘ToR’) instead of SmartNICs, the Commission considers that Broadcom could not immediately recapture any diverted sales from SmartNICs and SmartTOR switches are not alternatives for SmartNICs as they operate at different network layers and have fundamentally different capabilities.
















(41)


Since the Commission concluded that the merged entity would not have the incentive to foreclose suppliers of SmartNICs, the question whether such a foreclosure strategy would have a detrimental effect on competition can be left open for the purpose of the present Decision.












(42)


Therefore, the Decision concluded that the Transaction would not significantly impede effective competition as a result of the foreclosure of suppliers of SmartNICs by delaying or hindering the development of SmartNICs through Project Monterey.




4.2.2.5.   No concern of bundling of VMware’s virtualization software with Broadcom’s software








(43)


The Commission investigated a potential competition concern whereby Broadcom would start bundling VMware’s virtualization software with Broadcom’s (enterprise, security or mainframe) software and no longer offer VMware’s virtualization software as a stand-alone product, thereby forcing customers to buy other (potentially unwanted) software in addition to VMware’s software at a price higher than the VMware’s software standalone.












(44)


The Commission considered, for the purposes of the present Decision, that the merged entity would not have the ability to bundle VMware’s virtualization software with Broadcom’s (enterprise, security or mainframe) software. This is because VMware’s virtualization software and Broadcom’s (enterprise, mainframe or security) software do not appear to be complementary and are purchased by different divisions in a customer organization and / or at different points in time. Furthermore, respondents concerned about potential bundling have not set out clearly which concrete Broadcom software (enterprise, security or mainframe) would be bundled with VMware’s virtualization software, and in fact, some of the concerns expressed are not necessarily merger-specific and appear to be related to Broadcom’s past aggressive business practices.












(45)


Since the Commission concluded that the merged entity would not have the ability to engage in a bundling strategy, for the purposes of the present Decision, the Commission considered that the question whether the merged entity would have the incentive to foreclose competitors by bundling VMware’s virtualization software with Broadcom’s (enterprise, security or mainframe) software and whether there would likely be a significant detrimental effect on competition on the targeted software markets (enterprise, security or mainframe software) as a result, are not relevant and can be left open.












(46)


Therefore, for the purposes of the Decision, the Commission concluded the Transaction would not significantly impede effective competition as a result of bundling of VMware’s virtualization software and Broadcom’s (enterprise, mainframe or security) software, considering that the merged entity would not have the ability to engage in such a strategy




5.   COMMITMENTS









(47)


In order to remove the competition concerns arising from the Transaction, the Notifying Party submitted commitments in Phase II.












(48)


The Commitments comprise three main elements: (i) Open Access to APIs and Certification (ii) Open Source Driver Grant, and (iii) Organizational Separation and Confidentiality.




5.1.   Initial Commitments

5.1.1.   Open Access to APIs and Certification









(49)


Under the Open Access to APIs and Certification, Broadcom guarantees Marvell’s access to the Interoperability APIs, the Driver Development Kit, the Pre-Release Materials, the Certification Suite, Certification, and Technical Support in the same manner as provided to Broadcom.




5.1.2.   Open Source Driver Grant









(50)


Under the Open Source Driver Grant Commitment, Broadcom commits to provide Marvell with a source code library for the current and future versions of the Drivers of Broadcom FC HBAs, and to grant Marvell an irrevocable license to such source code (‘Driver License’) under the Open Source License. The Driver License will enable Marvell to verify that it and the merged entity have access to the same information necessary to ensure interoperability with Server Virtualization Software and to reuse and modify the Drivers of Broadcom FC HBAs for Marvell’s own use.




5.1.3.   Organizational Separation and Confidentiality









(51)


Under the Organizational Separation and Confidentiality Commitment, Broadcom commits to ensure an organizational separation between the merged entity’s team working on Broadcom’s FC HBAs and the merged entity’s team responsible for Certification and Technical support as well as to ensure protection for Marvell Confidential Information.




5.1.4.   Implementation, Monitoring Trustee and Dispute Resolution









(52)


The role of the monitoring trustee and a fast track dispute resolution are also included in the Initial Commitments.












(53)


The Initial Commitments had a duration of 10 years from the closing of the Transaction.












(54)


These and all other aspects of the Initial Commitments are further detailed in the Decision.




5.1.5.   Assessment of the Initial Commitments









(55)


The Commission concluded that, despite a number of positive elements, the Initial Commitments fell short of completely removing the Commission’s competition concerns.












(56)


The Commission identified the following main shortcomings in the Initial Commitments: (i) some of the definitions should be broadened or clarified; (ii) Marvell should have access to the Interoperability APIs at any point in time as relevant and necessary for Marvell to compete and such that Marvell does not have to wait for ECD’s innovation cycle, (iii) Marvell should have access to at least the same level of technical support and in the same timely manner as the merged entity provides to Broadcom’s FC HBAs; (iv) the merged entity should list certified products on the VMware Compatibility Guide in a neutral fashion and without preference; (v) any fees for access to the Interoperability API, the Driver Development Kit, the Pre-Release Materials and the Certification Suite as well as the fees for certification and certification support should remain in line with past practice; (vi) the application of a clause regarding access to APIs for development and testing should be clarified, (vii) the tasks and the reporting frequency of the monitoring trustee should be expanded; and (viii) potential new entrants in the FCHBAs market should benefit from the same level of protection as Marvell;












(57)


The Revised Commitments contain improvements of each of the main aspects mentioned above (as well as others further detailed in the Decision, including definitions).




5.2.   Final Commitments









(58)


The Final Phase II Commitments comprise the same elements as the initial Phase II Commitments with the following main improvements:






(1)


Definitions: the definitions of Technical Support, Certification and Marvell Confidential Information were clarified and broadened.










(2)


Access to Interoperability APIs: the Combined Entity shall make the Interoperability APIs, the Driver Development Kit, the Pre-Release Materials and the Certification Suite available to Marvell in a timely manner such that Marvell can develop and introduce any new features without delay, but in any event in the same timely manner as they are provided to ECD.










(3)


Technical Support: the Combined Entity shall provide Technical Support in accordance with VMware’s past practice and at least the same level of Technical Support and in the same timely manner as the Combined Entity provides to ECD.










(4)


VMware Compatibility Guide: the merged entity will list certified products on the VMware Compatibility Guide in a neutral fashion and without preference.










(5)


Fees: it was clarified that any fees for access to the Interoperability API, the Driver Development Kit, the Pre-Release Materials and the Certification Suite as well as the fees for certification and certification support are minimal today and will remain in line with past practice.










(6)


Development and testing: the clause relating to the possibility for the merged entity to develop APIs (for internal use within the merged entity, provided that it is exclusively for Development and Testing purposes) was deleted.










(7)


Monitoring Trustee: the frequency of reporting increased for the first two years of the duration of the Commitments.










(8)


Potential new entrants: a clarification was added that the application of the Commitments would extend to potential new entrants in the FC HBA market, if any.








5.3.   Assessment of the commitments submitted









(59)


The Commission considers that, in order to be acceptable, the proposed commitments must be capable of rendering a concentration compatible with the internal market as they prevent a significant impediment to effective competition in all relevant markets in which competition concerns were identified. In this case, the commitments needed to eliminate the competition concerns identified by the Commission, namely with respect to the worldwide market for the supply of FC HBAs.












(60)


The Decision concluded that the Final Commitments address the competition issues raised by the Transaction in their entirety. The Commission also concluded that the Final Commitments are capable of being implemented effectively within a short period of time.




6.   CONCLUSION









(61)


For the reasons mentioned above, the Decision concluded that, subject to full compliance with the commitments given by the Notifying Party, the proposed concentration will not significantly impede effective competition in the Internal Market or in a substantial part of it.












(62)


Consequently the concentration should be declared compatible with the Internal Market and the functioning of the EEA Agreement, in accordance with Article 2(2) and Article 8(2) of the Merger Regulation and Article 57 of the EEA Agreement.






(1)  
            OJ L 24, 29.1.2004, p. 1.


ELI: http://data.europa.eu/eli/C/2025/2799/oj
ISSN 1977-091X (electronic edition)