Mergers: Commission conditionally approves joint venture between ARM, Giesecke & Devrient and Gemalto

The Commission has cleared the proposed creation of a joint venture between ARM, of the UK, Giesecke & Devrient (“G&D”), of Germany, and Gemalto, of the Netherlands. ARM creates and provides developers with IP solutions in the form of, inter alia, microprocessors, physical IP, cache and system on chip designs. G&D is active the production of security solutions and secure elements for various applications and has developed a trusted execution environments (“TEE”) software solution, called Mobicore. Gemalto is active in the supply of secure personal devices.

The joint venture will develop and market trusted execution environments (“TEE”) for consumer electronic devices such as mobile payments running on smartphones and tablets. The 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. 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 – necessary to develop alternative TEE solutions 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. The Commission’s decision on approval is conditional upon full compliance with the commitments. Source: Commission Press Release 07/11/2012

Roschier, Attorneys Ltd. - Sweden