UPDATED 15:57 EDT / JULY 12 2023

POLICY

EU clears Broadcom’s VMware acquisition after receiving antitrust commitments

The European Commission, the European Union’s executive branch, today signed off on Broadcom Inc.’s proposed acquisition of VMware Inc. for $61 billion.

The development brings the transaction one step closer to completion. Before it can close the deal, Broadcom will also have to win regulatory approval in the U.S. and U.K.

Broadcom inked a $61 billion cash-and-stock agreement to buy VMware last May. The EU launched a preliminary antirust review shortly thereafter. Last December, officials referred the deal to an in-depth investigation.

Initially, the EU concluded that the deal could negatively impact competition in several different markets. Officials later narrowed the focus of the antitrust probe to only one market: the FC HBA segment. FC HBAs, or Fibre Channel host bus adapters, are chips used to connect servers with storage equipment in data centers.

Broadcom is the largest maker of such chips. Its main competitor is Marvell Technology Inc., a Nasdaq-listed fabless semiconductor company. The EU was concerned that Broadcom could use VMware’s assets to gain an unfair edge over Marvell.

Officials agreed to clear the acquisition today after Broadcom made a series of commitments meant to assuage antitrust concerns. According to the EU, the commitments received “positive feedback from market participants.”

A sizable portion of the servers in enterprise data centers are powered by VMware’s popular hypervisor. As a result, FC HBA chips that link servers with storage equipment must work well with the hypervisor. Before approving the deal, the EU was worried Broadcom might prevent Marvell from making its FC HBA chips compatible with VMware’s software.

To assuage those concerns, Broadcom will guarantee Marvell’s access to the technical resources it needs to integrate its chips with VMware’s software. Those resources include application programming interfaces and development tools. Broadcom has also agreed to provide certain other “materials” as well as technical support. 

For added measure, Broadcom release its FC HBA chips’ drivers under an open-source license. Drivers are programs that a chip uses to interact with software products such as VMware’s hypervisor. When those programs become freely available, Broadcom rivals such as Marvell will have an easier time making their chips compatible with VMware’s software.

Broadcom’s antitrust commitments extend to a number of other areas as well.

To demonstrate that their products work well with VMware’s hypervisor, chipmakers obtain a compatibility certification from the company. Securing such a certification often requires submitting sensitive product data. According to the EU, Broadcom has pledged to protect any confidential information it receives from Marvell or other rivals.

For added measure, the company will separate its FC HBA development team and the unit responsible for certifying that competitors’ FC HBA chips are compatible with VMware’s software.

The EU will appoint an independent trustee to monitor that Broadcom upholds its commitments. Furthermore, antitrust officials will create a “fast-track dispute resolution mechanism.” The mechanism is designed to quickly resolve any concerns that may be raised in the future by Broadcom rivals.

Before it can close, Broadcom’s acquisition of VMware will have receive regulatory approval in the U.S. and U.K.

Last year, the U.S. Federal Trade Commission issued a so-called second request in connection with the deal. Antitrust officials make such requests to collect additional information about a transaction they’re reviewing. The U.K.’s Competition and Markets Authority, meanwhile, is currently conducting an in-depth investigation of the proposed acquisition.

Image: Broadcom 

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