The European Commission has cleared the proposed creation of a
joint-venture between ARM, and providers of security solutions
Giesecke & Devrient and Gemalto.
The joint venture will develop and market trusted execution
environments ("TEE") for consumer electronic devices. TEEs offer
security services for applications such as mobile payments
running on smartphones and tablets. The approval is subject to
conditions. ARM will provide the necessary hardware information
to competitors at the same conditions as to the joint venture to
enable them to develop alternative TEE solutions. Moreover, ARM
will not design its IP in a way that would degrade the
performance of alternative TEE solutions. The Eurpean Commission
had concerns that the transaction as initially notified could
have enabled ARM to shut out competitors of the joint venture
from the market for TEE. The commitments offered by the
companies address these concerns.
G&D and Gemalto currently offer TEE solutions and will
contribute their respective solutions to the joint venture. The
Commission's investigation showed that a number of actual or
potential competitors will remain active in TEE after the
transaction. However, ARM currently holds a very strong position
upstream as a supplier of IP architecture for application
processors for consumer electronics devices, including the
specific hardware extension (ARM TrustZone) on which the joint
venture's and its competitors' TEE solutions would be based. ARM
could therefore degrade the interoperability of its IP
architecture with TEE solutions competing with the joint
venture's TEE solution by withholding the necessary information
for these competitors' TEE to run on ARM's processor
architecture and/or by modifying ARM's design of the TrustZone
IP.
To address the Commission's concerns, ARM committed to provide
to the joint venture's competitors the information on current
and future versions of TrustZone - or other equivalent
architectures that ARM may release in the future - that is
necessary to develop alternative TEE solutions. This information
will be provided at the same conditions as ARM provides it to
the joint venture. ARM also committed not to design its IP in a
manner that would intentionally degrade the performance of third
party TEEs. These commitments will remain in force for a period
of eight years and will therefore cover the release of the next
generation of ARM's IP architecture.