The European Commission has approved the proposed acquisition of NXP by Qualcomm, following commitments offered by Qualcomm.
Commissioner Margrethe Vestager, in charge of competition policy, said: "We use our smartphones for many different things and now also more and more as mobile wallets, to pay for public transport or make other secure payments. With this decision, we ensure that Qualcomm's takeover of NXP will not prevent consumers from continuing to enjoy the benefits of these innovative technologies at competitive prices."
Qualcomm and NXP have strong market positions with highly complementary products and own a significant amount of intellectual property relevant to smartphone manufacturers.
Qualcomm mainly develops and supplies baseband chipsets for smartphones, while NXP supplies several types of semiconductors, including near-field communication (NFC) and secure element (SE) chips for smartphones.
In addition, both Qualcomm and NXP hold a significant amount of intellectual property, including standard and non-standard essential patents related to NFC chips.
Following its market investigation, the European Commission was concerned that the merged entity would have had the ability and incentive to make it more difficult for other suppliers to access NXP's MIFARE technology, by raising the licensing royalties or by ceasing to license MIFARE altogether. The merged entity would also have had the ability and incentive to degrade the interoperability of Qualcomm's baseband chipsets and NXP's NFC and SE chips with rivals' products.
In addition, the merged entity would have combined the two companies' significant intellectual property portfolios related to NFC technology. This would have increased the merged entity's bargaining power, allowing it to charge significantly higher royalties for its NFC patents than absent the transaction.
The Commission initially also had concerns relating to competition in the markets for semiconductors used in the automotive sector. However, the investigation did not confirm these.
To address the concerns related to MIFARE, Qualcomm committed to offer licenses to NXP's MIFARE technology and trademarks, for an eight-year period, on terms that are at least as advantageous as those available today. This would enable competitors of the merged entity to have access to MIFARE technology and trademarks and compete effectively with the merged entity.
To address the competition concerns related to interoperability, Qualcomm committed to ensure that, for an eight-year period, it would provide the same level of interoperability between its own baseband chipset and the NFC and SE products it acquires from NXP with the corresponding products of other companies.
Finally, Qualcomm offered to not acquire NXP's standard essential NFC patents. It also offered to not acquire certain of NXP's non-standard essential NFC patents. NXP will transfer these patents to a third party, which would be bound to grant worldwide royalty-free licenses to these patents for three years.
Qualcomm would still acquire certain other NXP's non-standard essential NFC patents. However, Qualcomm committed, for as long as it owns these patents, i) not to enforce its rights against other companies; and ii) to grant worldwide royalty-free licenses to these patents.
The European Commission concluded that the proposed transaction, as modified by the commitments, would no longer raise competition concerns.
The Korea Fair Trade Commission (KFTC) has also authorized the acquisition by Qualcomm of NXP Semiconductors.
The acquisition has now received 8 of the 9 approvals around the world, with China remaining.
"We are pleased that both the European Commission and the Korean Fair Trade Commission have granted authorization of the NXP acquisition, and we are optimistic that China will expeditiously grant its clearance," said Steve Mollenkopf, Chief Executive Officer, Qualcomm Incorporated. "Acquiring NXP is complementary to Qualcomm's global portfolio, providing tremendous scale in automotive, IoT, security and networking and will greatly accelerate our ability to execute and create value in new and adjacent opportunities."