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Google / Motorolla

Australia - China - European Union - United States - Cooperation

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Google entered into an agreement to acquire Motorola Mobility Holdings on 25 August 2011 (value US$12.5 billion). The deal was designed to enable Google acess to Motorola's approximately 17,000 patents and 6,800 patent applications. It represented the largest acquisition in history. Google indicated it intended to run Motorola as a separate business unit.

Approvals sought in (at least): US, EU, Australia, Canada China, Taiwan, Israel.



Market definition

The ACCC looked at the proposed acquisition in the context of the following markets

  • supply of Mobile Device operating systems
  • supply of Mobile Devices
  • supply of internet advertising
  • supply of payment systems on Mobile Devices.

Competition assessment

Although markets identified were largely global, competition assessment was limited to effects in Australia. The ACCC provided the following competition analysis:

'The proposed acquisition represents vertical integration by Google, which supplies a Mobile Device operating system, into supply of Mobile Devices.

The proposed acquisition also represents a conglomerate merger insofar as Motorola's ownership of telecommunications standard essential patents for Mobile Devices may complement Google's supply of an internet search tool and internet advertising services for Mobile Devices.

The ACCC considered that the proposed acquisition would be unlikely to substantially lessen competition in any market for the following reasons:

  • Google's strong incentive to maintain supply of Android to third party original equipment manufacturers;
  • rival original equipment manufacturers' ownership of key portfolios of standard essential patents;
  • the ability of rival suppliers of Mobile Device operating systems to integrate into supply of Mobile Devices and vice versa;
  • Motorola's relatively small market share and strong competition for supply of Mobile Devices from established global players; and
  • the innovative and dynamic nature of these technology markets.

The ACCC in its assessment also noted the public statements made by Google and other key market participants in which they clarify their respective approaches to the fair, reasonable and non-discriminatory use of their standard essential patents by competitors.'

Source: ACCC merger public register


China (MOFCOM)

China's Anti-Monopoly Bureau of the Ministry of commerce conditionally approved Western Digital's acquisition of Hitachi's hard disk drive business.


  • 30 September - MOFCOM was notified of the proposed concentration
  • 21 November - MOFCOM decided supplemented documents and materials complied with Article 23, AML and began initial reviews, followed by extended further review
  • 21 December - MOFCOM decided to further review to merger
  • 20 March 2012 - Further review extended with consent of declaring party
  • 15 May 2012 - Google submitted final commitment to address identified competition concerns. These were accepted by MOFCOM


Concern exprssed about the 'competition-eliminating or restricting effect generated from the concentration'. Concentration approved subject to four conditions:

  • Google to 'continue its current commercial practice of providing a free and open Android platform.' (5 year commitment)
  • Google to 'treat all original equipment manufacturers non-discriminatorily in terms of the Android platform' where those original equipment manufacturers 'have agreed not to differentiate or derive from the Android platform. This obligation does not apply to Google providing, licensing or distributing of any products or services relating to the Android platform (including but not limited to applications running on the Android platform).' (5 year commitment)
  • Follwoing transaction 'Google shall continue to fulfil the FRAND (fair, reasonable, and non-discriminatory terms) obligations of Motorola Mobility regarding the latter's patents.'
  • 'Pursuant to the Interim Provisions on Implementing the Divestiture of Assets or Business of Concentration of Undertakings (Announcement of the Ministry of Commerce [2010] No. 41), Google shall commission an independent monitoring trustee to supervise Google's fulfilment of the above-mentioned obligations.'

Google may apply to change or remove first two oblications if there are changes in market conditions and competition. Google must report on compliance with these commitments every six months.

Quotes/reasoning from: MOFCOM: Announcement No 25, 2012 of the Ministry of Commerce - Announcement of Approval with Additional Restrictive Conditions of the Acquisition of Motorola Mobility by Goodle (posted Thursday 31 May 2012) (29 May 2012)


European Union

Vice-President, Joaquin Almunia stated:

We have approved the acquisition of Motorola Mobility by Google because, upon careful examination, this transaction does not itself raise competition issues. Of course, the Commission will continue to keep a close eye on the behaviour of all market players in the sector, particularly the increasingly strategic use of patents

He further stated:

"This merger decision should not and will not mean that we are not concerned by the possibility that, once Google is the owner of this portfolio, Google can abuse these patents, linking some patents with its Android devices. This is our worry".

View press release, 13 February 2012

View full decision


United States DOJ

Following in-depth analysis, DOJ announced it did not believe the acquisition fo patents substantially lessened competition, noting:

The evidence shows that Motorola Mobility has had a long and aggressive history of seeking to capitalize on its intellectual property and has been engaged in extended disputes with Apple, Microsoft and others. As Google's acquisition of Motorola Mobility is unlikely to materially alter that policy, the division concluded that transferring ownership of the patents would not substantially alter current market dynamics. This conclusion is limited to the transfer of ownership rights and not the exercise of those transferred rights.

They noted, however, that 'how Google may exercise its patents in the future remains a significant concern'.

See: Statement of the Department of Justice's Antitrust DIvision on its decision to close its investigations of Google Inc's acquisition of Motorola Mobility HOldings Inc and the Acquisitions of Certain Patents by Apple Inc, Mocrosoft Corp and Research in Motion Ltd', 13 February 2012



DOJ press release noted:

During the course of its investigation of the Google/Motorola Mobility transaction, the Department of Justice cooperated closely with the European Commission. In addition, the Department of Justice had discussions with the Australian Competition and Consumer Commission, Canadian Competition Bureau, Israeli Antitrust Authority and the Korean Fair Trade Commission. In connection with the investigations relating to the Nortel patent assets, the division worked closely with states of New York and California and with the Canadian Competition Bureau.

The ACCC noted that it 'liaised closely with overseas regulators throughout its review'.

Articles and news about this case

China: Chinese Agency Conditionally Approves Google's Acquisition Of Motorola Mobility
Xiao Yong and Li Zhaohui - 18 July 2012 (Mondaq)

China: Dr Zhan Hao (Anjie Law Firm), 'MOFCOM approved Google's purchase of Motorola with conditions' (China Law Vision, 24 July 2012)