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MOFCOM Approves Nokia’s Acquisition of Equity of Alcatel-Lucent Conditionally

The Ministry of Commerce made a ruling after the anti-monopoly investigation that it conditionally approves Nokia’s acquisition of equity of Alcatel-Lucent on October 19, 2015.
Nokia and Alcatel-Lucent signed a MOU on the acquisition on April 15, 2015. According to the MOU, the deal will be done by the acquisition of open tender offer in French and US stock markets, and Nokia is predicted to pay Euro 15.6 billion (RMB127.45 billion).
MOFCOM investigated the concentration of undertakings of this case in accordance with laws and analyzed the two sides’ overlap in the access equipment of wireless Internet, core network equipment, and network infrastructure service markets. In addition, we also considered the possible competition caused by Nokia’s post-acquisition standard-essential patents of Telecommunication. The anti-monopoly investigation results show it’s possible that Nokia will use its standard-essential patents (SEPs) to exclude or restrict the relevant market competition after the deal. Both Nokia and Alcatel-Lucent joined the international standard formulation organizations, and engaged in formulating the present communication standards, including the 2G standard, 3G standard, and 4G standard. Nokia holds 35-45% of the patents in 2G and 3G SEPs market, rising from 25-35%. In 4G SEPs market, Nokia climbs up to the top from the 2nd place in SEPs market. The concentration increases Nokia’s share holding of 2G, 3G and 4G SEPs and upgrades the concentration of SEPs market. Most Chinese wifi equipment and mobile terminal manufacturers don’t have the basis to carry out cross-license with Nokia and lack balance on cross-license negotiations with Nokia. After the concentration, the possible unreasonable changes of Nokia’s charges of SEPs will bring differences to the landscape of China’s mobile terminal manufacturing market and wifi equipment manufacturing market. It will exclude and restrict the market competition and finally impair the interest of consumers.
Therefore, the MOFCOM pointed out the possible results of competition due to the concentration of operators, held rounds of negotiations on reducing its negative impact on competition, and finally approved the case conditionally according to the declarer’s scheme of commitment. Nokia promised to continue to abide by FRAND rules with regards to SEPs, and also made commitments on topics concerning the prohibition and transferring of SEPs. Nokia’s above commitments are able to reduce the deal’s potential threat to market competition, so the Ministry of Commerce will supervise its commitment fulfillment in accordance with laws.

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