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Notice2025-12887

United States v. Hewlett Packard Enterprise Co., et al.; Proposed Final Judgment and Competitive Impact Statement

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Published

July 10, 2025

Issuing agencies

Justice DepartmentAntitrust Division

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[Federal Register Volume 90, Number 130 (Thursday, July 10, 2025)]
[Notices]
[Pages 30685-30701]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-12887]

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DEPARTMENT OF JUSTICE

Antitrust Division

United States v. Hewlett Packard Enterprise Co., et al.; Proposed
Final Judgment and Competitive Impact Statement

Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment,
Stipulation, and Competitive Impact Statement have been filed with the
United States District Court for the Northern District of California in
United States of America v. Hewlett Packard Enterprise Co. and Juniper
Networks, Inc., Civil Action No. 5:25-CV-00951-PCP (N.D. Cal.). On
January 30, 2025, the United States filed a Complaint alleging that
Hewlett Packard Enterprise Company's (``HPE'') proposed acquisition of
Juniper Networks, Inc.(``Juniper'') would violate Section 7 of the
Clayton Act, 15 U.S.C. 18. The proposed Final Judgment, filed on June
27, 2025, requires HPE to divest the HPE Instant On campus and branch
business and license the source code for Juniper's Mist AI Ops
software.
Copies of the Complaint, proposed Final Judgment, and Competitive
Impact Statement are available for inspection on the Antitrust
Division's website at <a href="http://www.justice.gov/atr">http://www.justice.gov/atr</a> and at the Office of
the Clerk of the United States District Court for the Northern District
of California. Copies of these materials may be obtained from the
Antitrust Division upon request and payment of the copying fee set by
Department of Justice regulations.
Public comment is invited within 60 days of the date of this
notice. Such comments, including the name of the submitter, and
responses thereto, will be posted on the Antitrust Division's website,
filed with the Court, and, under certain circumstances, published in
the Federal Register. Comments should be submitted in English and
directed to Civil Chief, San Francisco Office, Antitrust Division,
Department of Justice, 450 Golden Gate Avenue, Room 10-0101, Box 36046,
San Francisco, CA 94102 or <a href="/cdn-cgi/l/email-protection#2f6e7b7d017f5a4d43464c026c4042424a415b5c027b5a41414a56026e4c5b02626d6f5a5c4b404501484059"><span class="__cf_email__" data-cfemail="c8899c9ae698bdaaa4a1abe58ba7a5a5ada6bcbbe59cbda6a6adb1e589abbce5858a88bdbbaca7a2e6afa7be">[email&#160;protected]</span></a>.

Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.

Michael J. Freeman (OH BAR #0086797),
Senior Litigation Counsel.

Jeremy M. Goldstein (CA Bar #324422),
Trial Attorney, United States Department of Justice, Antitrust
Division, 450 Fifth Street NW, Suite 4000, Washington, DC 20530,
Telephone: (212) 213-2774, Fax: (202) 514-5847, Email:
<a href="/cdn-cgi/l/email-protection#25684c464d4440490b6357404048444b655056414a4f0b424a53"><span class="__cf_email__" data-cfemail="7f32161c171e1a1351390d1a1a121e113f0a0c1b101551181009">[email&#160;protected]</span></a>.

[Additional counsel listed on signature page]

Attorneys for Plaintiff, United States of America

In the United States District Court Northern District of California

United States of America, Plaintiff, v. Hewlett Packard
Enterprise Co. and Juniper Networks, Inc., Defendants.

Case No. 5:25-CV-00951-PCP

Complaint

1. The United States of America brings this civil action to prevent
Hewlett Packard Enterprise Company (``HPE'') from acquiring a smaller,
but innovative rival, Juniper Networks, Inc. (``Juniper''). HPE and
Juniper are the second- and third-largest providers of commercial or
``enterprise'' wireless networking solutions, respectively, in the
United States. The acquisition, if consummated, would result in two
companies--market leader Cisco Systems, Inc. (``Cisco'') and HPE--
controlling well over 70 percent of the U.S. market and eliminate
fierce head-to-head competition between Defendants, who offer wireless
networking solutions under the HPE Aruba and Juniper Mist brands.
2. For years, pressure from Juniper has forced HPE to discount
deeply and invest in developing advanced software products and features
as part of a multifaceted campaign to ``Beat Mist.'' The ``Beat Mist''
campaign failed. Having failed to beat Juniper's Mist on the merits,
HPE seeks to acquire Juniper instead for $14 billion. This proposed
acquisition risks substantially lessening competition in a critically
important technology market and thus poses the precise threat that the
Clayton Act was enacted to prevent. It should be blocked.

Introduction

3. Wireless networking technology is critical in the modern
workplace. Millions of Americans today create and share company
resources and access the internet from wireless-enabled devices. Retail
employees wirelessly process payments and log inventory. Doctors access
medical records on phones and tablets and track patient care on the go.
University students take notes on their laptops and access course
materials from classrooms, dorm rooms, and school libraries. As mobile
technology has improved and more services have migrated to the cloud,
wireless networking technology in the workplace has become even more
essential. Today, it is the primary means by which many employees
connect to their employer's computer network and the internet.
4. Providing companies with commercial wireless networking
technology is itself a big business. Every year, enterprises, including
public and private companies, state and local agencies, and non-profit
organizations, spend billions of dollars buying wireless networking
solutions for their offices, stores, factories, and warehouses. Those
solutions are built around wireless access points, which send and
receive data via radio signals and are wired to networks through
devices called campus switches. Enterprise-grade wireless networking
solutions can simultaneously serve a larger number of users and support
feature sets and functionalities more advanced than the consumer-grade
wireless systems that most Americans have in their homes. Because many
workplaces deploy a large number of access points--sometimes thousands
across a single corporate campus--network administrators rely on
sophisticated network management hardware and software to monitor and
control them. By contrast, consumer-grade wireless networking systems
that individuals purchase for their homes are generally managed device-
by-device, and they often do not include systems for linking and
managing multiple access points from a single location.
5. Enterprise-grade wireless networking solutions generally include
wireless access points; the separate hardware or advanced software
systems to monitor and manage them; and related logistical support,
including security updates and patches (collectively, ``enterprise-
grade WLAN solutions''). Today, the market for those solutions in the
United States is highly consolidated: market-leader Cisco and
Defendants collectively represent over 70 percent of it. For years,
Cisco and

[[Page 30686]]

HPE have been the two leading providers of enterprise-grade WLAN
solutions to U.S. companies. Despite significant technological advances
over the past decade--which, among other things, have radically changed
how wireless networks are managed--Cisco and HPE's market positions
have stayed relatively stable at number one and number two in the
market. While other vendors remain distant competitors, Juniper in
recent years has risen to challenge Cisco and HPE. Today, Juniper is
the third-largest provider in the United States and, like Cisco and
HPE, it offers a portfolio of advanced wireless access points and a
sophisticated network management system. It competes aggressively
against Cisco and HPE in several distinct customer segments and
industries.
6. Juniper's growth in the market for enterprise-grade WLAN
solutions has been swift. In 2019, Juniper acquired an independent
networking startup, Mist Systems, with a portfolio of wireless access
points and campus switches managed by a network management platform
called Mist. Mist Systems had already differentiated itself by building
tools optimized for remote cloud management and using artificial
intelligence and machine learning tools (``AIOps'') to streamline
network operations and improve the experience for network operators and
users. The acquisition combined Mist Systems' innovative technology
with Juniper's enterprise sales force and distribution network, and it
launched Juniper into the upper tier of wireless system providers. For
instance, internal market share estimates circulated by HPE executives
show that Juniper increased its market share in North America for
enterprise-grade wireless solutions from 1.7 percent in 2019 to 6.5
percent of the market by the end of 2021 despite pandemic-related
supply chain constraints. Juniper executives are seeking additional
growth in enterprise-grade WLAN solutions, aspiring for double-digit
sales growth between 2023 and 2025.
7. Juniper's ascent capitalized on and helped accelerate the
industry's burgeoning focus on AIOps and other tools that simplify and
automate network maintenance. Those tools, which can materially
decrease the cost of operating a wireless network, include
conversational virtual assistants that increase the productivity of
network administrators and software that proactively searches for
network misconfigurations and other issues before they cause network
outages. Customers and competitors have come to associate Juniper with
those tools. AI is often the main tool that customers associate with
Juniper Mist. Customers acquainted with Juniper's AIOps have demanded
other vendors provide them as well.
8. Juniper's competitors, including HPE, recognize Juniper as a
competitive threat and have tracked Juniper's growth in the markets for
enterprise-grade wireless and other networking components with concern.
In 2021 and 2022, senior HPE executives shared summaries of Juniper's
quarterly earnings reports, noting that in one quarter ``Mist double[d]
revenue!'' HPE's Head of Worldwide Sales commented that Juniper ``did
almost what we did which is concerning for me.'' Other competitors
similarly have shared estimates of Juniper's quarterly performance with
concern and considered changing their strategy in response.
9. HPE executives responded to Juniper's growth in the enterprise-
grade wireless and related markets through various initiatives to
``Beat Mist'' through targeted marketing, competitive pricing, and
product innovation. For instance, in 2021 HPE executives created a
``Beat Mist'' listserv to share competitive intelligence and technical
insights about Mist's hardware and software features. The listserv also
connected sales teams with engineers who could help them understand and
rebut Juniper's claims about its technology, and it helped sales teams
better promote HPE's competing network management platform, Aruba
Central. The listserv has been in active use since it was created, with
HPE executives continuing to share competitive intelligence well after
Defendants announced their merger in January 2024. In 2022, HPE
executives who believed their sales teams lacked training to
effectively compete with Mist launched a ``Beat Mist'' training program
for sales executives and solution engineers. HPE's General Manager of
U.S. Sales said he intended to ``track every participant'' and make the
program ``100% mandatory.''
10. HPE also invested in specific upgrades to its software to close
gaps between its offerings and Juniper's. In late 2021, as part of its
development of next generation Aruba Central network management
software (``CNX''), HPE launched ``Project Gravity,'' a multi-year
project focused on improving Aruba Central's user interface and
infusing its platform with features that use artificial intelligence
and machine learning. Internally, HPE executives routinely described
Project Gravity as critical to ``Beat[ing] Mist'' and driving sales in
competitive matchups. For instance, in late December 2023, HPE's former
Head of Software Development, discussing Juniper's competition for
college and university customers, explained, ``I (we) fully recognize
the MIST threat for Aruba [worldwide] and have done so for a long time.
. . . The risk is real and NOW. We need to put CNX in the hands of the
customers NOW.''
11. The intensity of HPE and Juniper's competition is clear from
its ordinary-course documents. During a March 2021 public webinar on
Mist's AI-offerings, Juniper executives specifically targeted HPE's
network management system, which they characterized as an example of
``old'' technology compared to Mist's ``new'' and innovative AI
capabilities. Days later, HPE's former Senior Vice President for Sales
in the Americas encouraged his teams to combat Juniper's marketing and
sales, saying that he was ``personally involved in 5 Head to Head
street fights with Mist'' and ``[t]here are no rules in street
fights.'' He concluded his email with an encouragement: ``KILL
MIST!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!''
12. Having failed to beat Mist on the merits, HPE changed tactics
and in January 2024 opted to try to buy Juniper instead. That decision
puts at risk myriad consumer benefits that have resulted from
competition between Defendants in the market for enterprise-grade WLAN
solutions. Front-line sales executives regularly seek deep discounts to
win or retain business targeted by the other company, and HPE has
contemplated list price reductions for software and hardware products
to avoid being undercut by Juniper on price. Defendants' merger, if
consummated, would eliminate head-to-head competition that has lowered
prices and driven investment in network management software, and it
would decrease pressure on HPE to discount and innovate in the future.
For these and other reasons set forth in this Complaint, HPE's proposed
acquisition of Juniper threatens to substantially lessen competition in
violation of Section 7 of the Clayton Act, 15 U.S.C. 18, and should be
blocked.

Background on Wireless Local Area Networking

Enterprise Wireless Solutions

13. Networks are comprised of computers, printers, smartphones, and
other devices that are linked in order to send and receive data.
Networks in single physical locations, like an individual office
building or a school, are referred to as local area networks (``LAN'')
or, alternatively, ``campus'' or ``branch'' networks depending on their

[[Page 30687]]

size. ``Wired'' devices connect to a LAN using ethernet cables, whereas
wireless-enabled devices connect through wireless access points.
Wireless access points and wired devices are connected to multi-port
devices, called switches, that serve as hubs for transmitting data
within a LAN.
14. LANs can be connected to each other using physical lines or the
internet to form a wide area network (``WAN''). Many WANs, like those
that link a corporation's various offices across the United States, are
privately run and accessible only to people granted access; others are
open to all. Individual LANs traditionally connected to a WAN using a
router, but today can use software replacements, like software-defined
WAN (``SD-WAN''). Enterprise switches, routers, and SD-WAN are distinct
products from enterprise-grade wireless access points and the
associated products used to operate and manage them.
15. University campuses, hospital complexes, and large corporate
offices may have thousands of wireless access points, so network
administrators rely on hardware and software systems to operate and
manage them. Traditionally, network management has been done on-
premises using wireless controllers, which are devices that channel and
amplify bandwidth from a router, push firmware to wireless access
points and configure their code, and aggregate telemetry data to help
network administrators monitor connectivity and power use. Many
organizations continue to use on-premises controllers, often for
compliance or security reasons.
16. In recent years, network management has migrated from on-
premises hardware to remote solutions located in the ``cloud.'' Cloud-
based network management solutions can remotely calibrate wireless
access points and monitor connectivity, making on-premises controllers
superfluous. Cloud-managed network management solutions typically have
online portals or dashboards where network administrators can easily
check the performance of every wireless access point on a LAN or WAN on
a single screen. While many customers are still using on-premises
management systems, the cloud-managed segment of the industry is
growing rapidly due, among other things, to its convenience and
efficiency. Using cloud-management, for instance, a network
administrator for a national retail chain could monitor the health of
access points at stores across the county from one location. The
wireless access points in Juniper's Mist and HPE's Aruba portfolios
were built to be cloud-managed, making both companies well-situated to
take advantage of growth in that market segment.
17. With improvements in data collection and analysis, networking
vendors like HPE and Juniper have introduced increasingly advanced
features in their software solutions. Some of these features use
artificial intelligence and machine learning to provide network
administrators with greater insight into network performance and the
causes of network failures. Others can automate functions traditionally
performed by network administrators to meet customers' rising demand
for tools that control management costs. For instance, Juniper Mist
users have access to the Marvis Virtual Network Assistant, an interface
that displays information in response to plain-language queries, and
Marvis Minis, a tool that proactively searches for network
misconfigurations and other potential issues, allowing network
administrators to pinpoint and resolve connectivity issues before they
impact users. Juniper estimates that at least 40 percent of enterprise
customers will adopt some AIOps into their IT systems by 2025, and the
company will continue benefiting from customers' increasing interest in
those tools.
18. Vendors' network management solutions differ in the features
and capabilities they offer to customers. While some vendors include
cutting edge AIOps, others provide cheaper and more bare-bones network
management solutions, offering customers a simple cloud-managed
platform that monitors connectivity but provides few other features.
Customers choose providers that offer products tailored toward their
individualized networking needs.
19. Wireless access points generally reach the end of their useful
life and need to be replaced every five to seven years, but vendors
launch new generations of wireless hardware more frequently and
enterprise customers interested in deploying the best technology in
their workplaces will refresh their wireless access points more
frequently. A significant portion of enterprise customers keep their
existing wireless networking provider during a technology refresh,
given the high cost and disruption of replacing technology and re-
training network administrators and IT personnel. Other enterprises,
though, will solicit quotes from multiple vendors to ensure they are
getting the best solutions for their needs.
20. While some very large enterprises have direct relationships
with wireless networking vendors, most use value-added resellers to
source their networking equipment. Leading vendors invest heavily in
cultivating and growing relationships with value-added resellers; they
are key to vendors' distribution networks and, when used effectively,
magnify the vendors' own sales forces by encouraging enterprise sales.
Those vendors offer their value-added resellers preferred pricing and
volume discounts, which value-added resellers in turn pass on to their
customers. Enterprise customers will often seek quotes from several
value-added resellers to get the best price available from each vendor.
21. Some enterprises, including state and local governments and
agencies, issue formal requests for proposals (``RFPs''), seeking bids
from a range of wireless networking vendors. That process may result in
a bidding war between vendors.
22. Large enterprises, regardless of whether they issue formal
RFPs, generally expect vendors to offer additional discounts to win
their business. They work with their value-added resellers to negotiate
those discounts, using the threat of going with a competitor to win
additional concessions. Certain value-added resellers are known to work
exclusively with large, sophisticated enterprises or Fortune 1000
companies. Those value-added resellers may partner with Cisco, HPE, and
Juniper, but not smaller wireless networking vendors that cater to
small or medium-sized enterprises. Other value-added resellers that do
cater to small and medium-sized businesses may partner with those
smaller wireless networking vendors, but not Cisco, HPE, or Juniper.
23. Wireless networking vendors, like HPE and Juniper, are
typically aware of an enterprise's incumbent provider and which of
their competitors are competing for an individual contract. Because
each contract is individually negotiated, each vendor has the
opportunity to adjust its quotes or bids depending on its perception of
the competition it faces for a customer's business.

HPE and Juniper Are Leading Providers of Enterprise-Grade WLAN
Solutions

24. HPE, headquartered in Spring, Texas, competes in a number of
technology markets, including general-purpose servers, cloud storage,
and finance. Networking is one of its fastest growing divisions, and
the company sells various networking products, including wireless
access points and campus switches, under the Aruba brand and its legacy
on-premises network management solution, Airwave. Enterprise-grade WLAN
solutions in the United States represent a substantial

[[Page 30688]]

portion of HPE's total campus networking sales.
25. Juniper, headquartered in Sunnyvale, California, offers a range
of networking products, including wireless access points, wired
switches, and network management software under the Mist brand.
Enterprise-grade WLAN solutions in the United States represent a
substantial portion of Juniper's total U.S. campus networking sales.
26. The U.S. market for enterprise-grade WLAN solutions, which
include wireless access points, the hardware or software tools to
manage them, and related logistical support, is highly concentrated.
Cisco is by far the largest vendor and is more than twice as large as
the next largest competitor, HPE. According to estimates from multiple
third-party sources used internally by HPE executives, Cisco, HPE, and
Juniper collectively represent over 70 percent of U.S. enterprise-grade
wireless access point revenue or North America WLAN revenue. Cisco and
Defendants' shares of the U.S. enterprise-grade WLAN market are roughly
in line with their shares of the U.S. market for access points alone.
27. Customers choose HPE and Juniper over Cisco and other WLAN
vendors for several reasons. Both have well-regarded portfolios of
wireless access points and network management solutions that are built
for cloud-management. Both have experienced sales forces, technical
support organizations, and well-developed distribution channels, and
they have track records for working with large, sophisticated
enterprises. While the same is true for Cisco, many WLAN customers
suffer from ``Cisco fatigue'' due, among other things, to Cisco's
overlapping WLAN product portfolios--it sells wireless access points
under two competing brands--and complex licensing practices.

Some WLAN Vendors Face Headwinds Competing for Large Enterprise
Customers

28. While every organization's networking needs is unique, large
enterprise customers, including corporate campuses, research
universities, and hospitals, tend to buy higher-end wireless access
points and network management software that can cover a larger
geographic footprint and allow more people to connect. Their networks
are more likely to be mission critical than smaller customers'
networks; a network failure, for example, could make it impossible for
a national retailer to conduct transactions and order inventory, or for
health professionals to access medical records and track patient
outcomes. As a result, large enterprise customers tend to demand more
of their networking providers than smaller ones do.
29. Because of the complexity of their networks, these large
enterprise customers are ``high touch,'' requiring vendors to have
large and well-trained salesforces that can ensure their purchases
integrate with the customer's existing IT infrastructure and that can
customize software features where needed. Large enterprise customers
also seek vendors that can provide multiple networking components at
the same time and offer sophisticated and feature-rich network
management solutions. Large enterprise customers are also highly
sensitive to vendors' reputations and track-records, given the damage
that disruptive network failures can cause their businesses.
30. Many enterprise-grade WLAN vendors in the market today face
headwinds competing for large enterprises' business. Several vendors
lack sales and support organizations required to design and customize
networks for their customers. Some vendors primarily cater toward small
businesses rather than Fortune 500 companies, research universities,
and other organizations with complex networking needs. Still other
vendors use cheap manufacturing components sourced from Chinese
manufacturers rather than U.S. corporations like Broadcom and Qualcomm,
whose products are considered more reliable and secure, offer shorter
warranties or less desirable support packages, or have bare-bones
network management software that is less feature-rich than products
offered by Cisco, HPE, and Juniper.

The Relevant Market for Evaluating the Proposed Merger

31. The proposed acquisition threatens to substantially lessen
competition in the market for enterprise-grade WLAN solutions. That
product market constitutes a line of commerce as that term is used in
Section 7 of the Clayton Act, 15 U.S.C. 18, and it is a relevant
product market in which competitive effects can be assessed.
32. Market definition is a tool to help courts assess an area of
effective competition impacted by a merger. A relevant market includes
a product and geographic dimension. Courts define relevant product and
geographic markets to help identify where competition may be harmed by
a merger. Defining the relevant market ``is not an end unto itself;
rather, it is an analytical tool used to ascertain the `locus of
competition.' '' \1\
---------------------------------------------------------------------------

\1\ United States v. Bertelsmann SE & Co. KGAA, 646 F. Supp.3d
1, 24 (D.D.C. 2022) (quoting Brown Shoe Co. v. United States, 370
U.S. 294, 320-21 (1962)).
---------------------------------------------------------------------------

33. There are many tools available to identify relevant markets.
The outer boundaries of a relevant product market are determined by
looking to the substitution choices made by customers in response to
potential changes in price or quality. Courts often look to ``practical
indicia'' to identify the boundaries of an antitrust market or
submarket to determine whether two products are economic substitutes
and compete within the same market or submarket, Brown Shoe Co. v.
U.S., 370 U.S. 294, 325 (1962). Courts also utilize economic tools,
such as the ``hypothetical monopolist'' test, which asks whether a firm
that was the only present and future seller of the products in a
proposed market--a hypothetical monopolist--likely would undertake at
least a small but significant and non-transitory increase in price or
worsening of terms (``SSNIPT'') for at least one product in the
proposed market.\2\
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\2\ United States Department of Justice and Federal Trade
Commission, Merger Guidelines (2023 ed.) Sec. 4.3.
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Product Market

34. Enterprise-grade WLAN solutions are a relevant product market
and line of commerce within the meaning of Section 7 of the Clayton
Act. Enterprise-grade WLAN solutions are sold to businesses, school
systems, and other commercial and non-profit organizations. They can
serve a large number of users simultaneously and support advanced
feature sets and functionalities. Unlike consumer-grade WLAN,
enterprise-grade WLAN solutions include systems to manage multiple
access points--sometimes thousands of them--across a single location.
Systems used to manage multiple access points include hardware-based
controllers, cloud-managed services, and network management software.
Those systems monitor connectivity, service quality, and other critical
network functions.
35. WLAN vendors offer products with a range of hardware and
software features optimized for different environments and customer
needs. Because an individual vendor's WLAN solutions may not be ideal
for every customer, HPE and Juniper may be able to charge different
prices and include different terms for their customers. Customers are
also unable to engage in arbitrage by purchasing indirectly from or
through other customers to defeat

[[Page 30689]]

potential price increases or worsening of terms.
36. The market for enterprise-grade WLAN solutions exhibits many of
the ``practical indicia'' that courts look for when determining the
boundaries of a relevant market, including peculiar characteristics and
uses, distinct customers, and industry recognition. For example:
<bullet> WLAN solutions use radio waves to connect users' devices
to a local area network. Consumers do not view wired solutions, which
connect user devices directly to campus switches through ethernet
cables, as reasonable substitutes, even though both permit users to
access the network, because wired connections do not permit users
freedom of movement. Wired connections are used more often today for
desktop computers, printers, and other stationary devices.
<bullet> Customers who purchase enterprise-grade WLAN solutions,
which are tailored for commercial environments, with wireless access
points designed to be linked to cover a larger geographic area and
managed by a hardware or software system, are not generally able to be
served by consumer-grade WLAN solutions.
<bullet> Customers typically purchase network management software
and other control systems along with wireless access points; mixing and
matching access points and control systems from multiple vendors
generally is not a feasible alternative to a complete WLAN solution.
This is because wireless access points sold by Cisco, HPE, Juniper, and
other WLAN vendors often cannot be managed by third-party network
management software, and these firms generally do not sell their
network management software on a standalone basis to be used with
third-party hardware.
<bullet> Industry analysts, including 650 Group Market Intelligence
Research (``650 Group''), regularly track revenue growth for an
enterprise-grade WLAN market and calculate various vendors' shares of
that market. Those analysts separately track revenues for enterprise-
grade and consumer-grade WLAN, and, for enterprise-grade WLAN, include
revenues from wireless access points, controllers, and cloud-managed
services. Defendants regularly circulate market share estimates
produced by 650 Group and other industry analysts and rely on them to
gauge their performance relative to competitors.
37. Purchasing wireless access points from an original device
manufacturer and either using a third-party network management software
or creating a bespoke software solution in-house is not a reasonable
substitute for most customers looking to purchase enterprise-grade WLAN
solutions. Among other things, few WLAN customers have the IT resources
and expertise to design and procure their own access points and network
management systems or the scale needed to make buying directly cost-
effective. Customers would not substitute solutions involving third-
party or bespoke software in sufficient numbers to deter a hypothetical
monopolist of enterprise-grade WLAN solutions from undertaking a
SSNIPT.
38. Consumer-grade WLAN solutions also are not a reasonable
substitute for most enterprise-grade WLAN solutions. Consumer wireless
access points are typically smaller, capable of handling fewer users
simultaneously, less reliable, and designed to cover smaller geographic
areas. Among other things, because consumer-grade WLAN solutions are
managed device-by-device, they generally do not include systems for
linking and managing large numbers of access points from a single
location. Customers would not substitute consumer-grade WLAN solutions
in sufficient numbers to deter a hypothetical monopolist of enterprise-
grade WLAN solutions from undertaking a SSNIPT.

Geographic Market

39. The relevant geographic market for HPE's proposed acquisition
of Juniper is the United States. Several enterprise-grade WLAN vendors
that are active abroad, including Chinese multinational Huawei
Technologies Company (``Huawei''), have been identified as potential
security threats by the U.S. government and, under federal law, are
barred from competing for business domestically. As a result, customers
in the United States have fewer options than they would if they were
based abroad, and HPE and Juniper may be able to charge different
prices and include different terms for those customers. Customers in
the United States are also unable to engage in arbitrage by purchasing
indirectly from or through other customers outside the United States in
order to defeat potential price increases or worsening of terms. The
geographic market includes all sales made to customers in the United
States, regardless of the WLAN vendor's location. Defendants regularly
rely on industry analysts, including International Data Corporation
(``IDC''), that calculate wireless access point market shares for the
United States.

HPE'S Acquisition of Juniper Is Presumptively Unlawful and Threatens
Competition in Violation of the Clayton Act

40. The proposed merger has an effect that ``may be substantially
to lessen competition.'' See 15 U.S.C. 18. Not only is the transaction
presumptively unlawful, but other evidence also illustrates the threat
to competition presented by eliminating Juniper as a strong competitive
force.

A. The Proposed Acquisition Is Presumptively Unlawful

41. The proposed merger is presumptively unlawful. It would
significantly increase concentration in an already consolidated
relevant market for enterprise-grade WLAN solutions. The proposed
acquisition would result in two firms controlling over 70 percent of
the relevant market.
42. To measure market concentration, courts often use the
Herfindahl-Hirschman Index (``HHI'') as described in Section 2.1 of the
2023 Merger Guidelines. See United States Department of Justice and
Federal Trade Commission, Merger Guidelines (2023 ed.) Sec. 2.1. HHIs
range from 0 in markets with no concentration to 10,000 in markets
where one firm has 100 percent market share. Under the Merger
Guidelines, a market with HHI greater than 1,800 is highly
concentrated, and a change of more than 100 points is a significant
increase. See Fed. Trade Comm'n v. Kroger Co., No. 3:24-cv-00347, 2024
WL 5053016, at *15 (D. Or. Dec. 10, 2024). A merger that creates or
further consolidates a highly concentrated market that involves an
increase in the HHI of more than 100 points is presumed to
substantially lessen competition and is presumptively unlawful. See id.
at *15 (citing U.S. Dep't of Justice & Fed. Trade Commission, Merger
Guidelines Sec. 2.1 (2023)).
43. The proposed merger between HPE and Juniper easily clears these
hurdles in the markets for enterprise-grade WLAN solutions and is
presumptively unlawful, with a pre-merger HHI over 3,000 and a change
of at least 250 points using IDC's estimates of U.S. market shares for
wireless access points. Cisco and Defendants' shares of the U.S.
enterprise-grade WLAN market are roughly in line with their shares of
the U.S. market for access points alone.
The Merger Threatens Higher Prices and Less Innovation by Eliminating
Fierce Head-to-Head Competition Between Defendants
44. HPE and Juniper compete fiercely to win business. They
frequently submit

[[Page 30690]]

bids to provide enterprise-grade WLAN to the same customers, and they
are often the top two bidders. Customers--particularly large enterprise
customers--frequently benefited from competition between HPE and
Juniper, which, among other things, has forced HPE to offer significant
discounts to win business in head-to-head matchups against Juniper. For
instance:
<bullet> In 2021 and 2022, HPE and Juniper were the top two
contenders for a multi-million-dollar contract to provide WLAN
solutions to a large research university in the Northeast. HPE's sales
teams described the opportunity as ``a very competitive deal against
[Juniper's] Mist that we need to win'' and sought approval for a 79
percent discount on hardware and a 73 percent discount on software to
win the deal. Juniper ultimately won the contract.
<bullet> In 2023, HPE and Juniper were the top two contenders to
provide WLAN solutions to a large research university system in the
Northwest--an HPE Aruba customer since 2005--and each offered discounts
against each other to win the contract. Juniper ultimately won the
contract, and an HPE executive described the loss as ``a big hit,
surprise.''
<bullet> In 2023, HPE and Juniper were the top two contenders for a
$100 million contract to provide WLAN solutions to a large healthcare
system. Both parties discounted deeply to win the business, which
Juniper ultimately won. Reflecting on the loss, HPE's Head of Sales for
the Americas wrote, ``This is a huge blow and Juniper will leverage
this one and continu[e] to bring credibility to there [sic] solution.''
45. HPE also compares the pricing of its wireless access points and
network software licenses to Juniper's and recommends deep discounts
below list prices to remain competitive. For instance, an internal July
2022 price calibration report on Aruba Central licenses for advanced
wireless access points recommended that HPE lower the price of its
software package to ``compete better with [Juniper's] Mist and
[Cisco's] Meraki,'' which it identified as HPE's ``primary
competitors.''
46. In the field, HPE sales teams have raised concerns about
Juniper undercutting HPE on price, seeking authority to offer steep
pricing discounts to win business against Juniper. For instance, in
April 2023, HPE's former Senior Vice President of Software shared
feedback that, in a recent head-to-head competition, HPE's ``Aruba
[product] was very, very expensive'' and Juniper's ``Mist [product] was
[millions of dollars] cheaper.'' In response, HPE's Head of Sales for
the Americas confirmed that, ``everything [they] are saying is accurate
. . . [o]ur 4x4 6e APs for example is approx. 400.00 list price higher.
It is killing us in K12 and Higher Ed.'' In other words, Juniper was
undercutting HPE on price in education, costing HPE business in one of
its stronger customer verticals.
47. Head-to-head competition has also benefited customers by
forcing Defendants and other competitors to innovate their network
management software. In internal documents, HPE executives recognize
the necessity of addressing Juniper's perceived product advantages, and
they directly link software initiatives, like Project Gravity, to HPE's
efforts to ``Beat Mist.'' HPE's internal documents do not show the same
urgency to out-innovate Cisco on network management software, and many
enterprise customers do not consider Cisco an innovation leader in
AIOps and other advanced software tools. For instance, an October 2022
HPE strategy deck stated that to ``grow cloud managed revenues''--one
of six strategic priorities and initiatives for the 2023 fiscal year--
HPE had to ``Beat Mist by leveraging improved [user experience] with
[AIOps]-infused workflows.'' In an email a month later, HPE's former
Senior Vice President of Software wrote that while HPE had mostly
closed the gap on AIOps, Mist still had an advantage in ``their [user
interface (``UI'')] workflows and speedy UI. . . . We can beat them on
the UI workflows with Project Gravity,'' but it ``can't come soon
enough.'' Mist was still putting pressure on HPE's ``top customers'' in
September 2023, leading HPE's former Senior Vice President of Software
to write that, until HPE launched a revamped network management
software solution, ``we cannot rest easy.''
48. Many large customers--including each of the three customers
mentioned above--describe Cisco, HPE, and Juniper as the three leading
vendors for their customer segments and believe Cisco's products
compare unfavorably to HPE's and Juniper's on price, features, and
reliability. Those customers benefit from having Juniper as a credible
alternative to Cisco and HPE in the market. If HPE successfully
acquired Juniper, the acquisition would leave them with fewer credible
choices.
The Proposed Merger Would Facilitate Coordination Among the Remaining
Enterprise-Grade WLAN Vendors
49. The proposed merger will also reduce competition by increasing
the risk of coordination among the remaining vendors. The existing
market structure of the enterprise-grade WLAN market is already
conducive to coordinated behavior. A few large players dominate the
industry, and information about their actions is widely known. During
customer negotiations, it is common for competitors to receive bidding
information about their competitors from customers in hopes of
obtaining better pricing terms. WLAN vendors follow the same market
analysts and seek advice from the same consultants about go-to-market
strategies. Discounting practices have also become fairly standardized
over time.
50. Gross margins for enterprise-grade WLAN vendors are exceedingly
high, giving vendors a strong incentive to prevent competition from
leading to discounts that are too deep. HPE executives are aware of the
margins they earn on their WLAN solutions. When discussing unconfirmed
rumors of Mist's acquisition in 2019 before a buyer was identified, a
former HPE executive expressed concern that one prospective buyer may
``play the 45 too [sic] 50% gross margin game''--lower than HPE's
higher average gross margins--``and ruin the market for us all.''
51. This acquisition, if allowed to proceed, would result in two
firms--Cisco and HPE--controlling over 70 percent of the relevant
market, with a significant gap between HPE and the next largest vendor
in the market. Cisco and HPE would cement their positions as key
leaders for the market to follow, and, with fewer players and obvious
leaders, Cisco and HPE may find it easier to reach and sustain a
consensus on price, features, and reliability that harms enterprise
customers through coordination.

Nothing Offsets the Merger's Threats to Competition

52. Entry by new vendors of enterprise-grade WLAN in response to
the merger would not be timely, likely, or sufficient to offset the
anticompetitive effects of the proposed merger of HPE and Juniper. It
takes years and significant financial investment for a vendor to design
and procure hardware components for a WLAN portfolio; create a
management platform that incorporates tools that streamline and
automate network maintenance; build a sales and support organization;
and recruit value-added resellers and other distribution partners that
procure and install equipment for WLAN customers.
53. To compete effectively for larger enterprises, vendors also
need name recognition and a demonstrated track

[[Page 30691]]

record to convince them to consider switching providers. In addition,
vendors may need to build a portfolio of complementary components, like
campus switches, because of the increasing number of enterprise
customers wishing to consolidate vendors across their networks--upwards
of 50 percent according to internal Juniper documents. As one HPE
executive explained, ``It is a long journey to become successful in
this world.''
54. Similarly, there are obstacles to existing enterprise-grade
WLAN vendors repositioning or expanding to replace the competition lost
from an independent Juniper. Today, only a handful of WLAN vendors are
well-positioned to address the most sophisticated use cases. Several
smaller WLAN vendors will continue to be disadvantaged due to small
sales forces and support organizations, necessary components to
developing proven reputations for reliable service that enterprise-
grade customers demand. Even well-resourced networking companies in
complementary networking markets are unlikely to be strong alternatives
to Cisco and HPE immediately, as several face reputational headwinds
and have not developed the distribution networks for rapid growth in
the enterprise-grade WLAN market.
55. Defendants have claimed that the proposed acquisition would
generate synergies by combining operations and removing duplication in
the companies' sales, administrative, and other organizations. But
HPE's own executives--and several of HPE's competitors--have expressed
doubts about HPE's ability to successfully integrate Juniper's products
into its networking portfolio. Regardless, to the extent the proposed
transaction would result in any verifiable, merger-specific
efficiencies in the relevant market, such efficiencies are unlikely to
be timely or substantial enough to mitigate the risk to competition
posed by the transaction.

Jurisdiction and Venue

56. The United States brings this action under Section 15 of the
Clayton Act, 15 U.S.C. 25, as amended, to prevent and restrain
Defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
This Court has subject matter jurisdiction over this action pursuant to
Section 15 of the Clayton Act, 15 U.S.C. 25.
57. HPE and Juniper are engaged in interstate commerce and in
activities substantially affecting interstate commerce. They sell
enterprise-grade WLAN solutions throughout the United States, and their
sales have had a substantial effect on interstate commerce.
58. This Court has personal jurisdiction over each Defendant. HPE
and Juniper each transact business within this District. Aruba
Networks, a subsidiary of HPE, is based in Santa Clara, California, and
Juniper is headquartered in Sunnyvale, California. HPE and Juniper
executives responsible for managing their networking businesses live
and work in the San Francisco Bay Area.
59. Venue is proper in this district under Section 12 of the
Clayton Act, 15 U.S.C. 22 and under 28 U.S.C. 1391(b) and (c).

Divisional Assignment

60. Pursuant to Civil Local Rule 3-2(c) and General Order No. 44,
this antitrust case shall not be assigned to a particular Division of
this District. Instead, it shall be assigned on a District-wide basis.

Violations Alleged

61. HPE's proposed acquisition of Juniper, if allowed to proceed,
would violate Section 7 of the Clayton Act, 15 U.S.C. 18, because the
effect of it may be to substantially lessen competition in interstate
trade and commerce in the market for enterprise-grade WLAN solutions in
the United States for the reasons alleged above.
62. Unless enjoined, the effect of the proposed acquisition may
result in the following anticompetitive effects, among others, in the
relevant markets:
1. Significantly increasing concentration in an already highly
concentrated market;
2. Eliminating head-to-head competition; and
3. Increasing prices paid by customers and causing a decrease in
quality, service, and innovation.

Request for Relief

63. The United States requests that the Court:
(a) Adjudge and decree that HPE's proposed acquisition of Juniper
would be unlawful and violate Section 7 of the Clayton Act, 15 U.S.C.
18;
(b) Preliminarily and permanently enjoin and restrain Defendants
and all persons acting on their behalf from consummating HPE's
acquisition of Juniper or from entering into or carrying out any other
contract, agreement, plan, or understanding, the effect of which would
be to combine HPE and Juniper in the United States; and
(c) Award the United States the costs of this action; and award the
United States other relief that the Court deems just and proper.

Dated: January 30, 2025

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Omeed A. Assefi,
Acting Assistant Attorney General.

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Ryan Danks,
Director of Civil Enforcement.

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Catherine K. Dick,
Acting Director of Litigation.

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Jacklin Chou Lem (CA Bar #255293),
Civil Chief, San Francisco Office.

-----------------------------------------------------------------------
Elizabeth S. Jensen (CA Bar #302355),
Assistant Civil Chief, San Francisco Office.

-----------------------------------------------------------------------
Michael J. Freeman (OH BAR #0086797)
Pamela Cole (CA Bar #208286)
Craig W. Conrath (MN Bar #0018569)
Don Daniel (TX Bar #24120575)
Jeremy M. Goldstein (CA Bar #324422)
Thomas Greene (CA Bar #57159)
Michael Mikawa (CA Bar #316787)
Aaron M. Sheanin (CA Bar #214472)

U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW,
Suite 4000, Washington, DC 20530, Telephone: (212) 213-2774, Fax:
(202) 514-5847, Email: <a href="/cdn-cgi/l/email-protection#165b7f757e77737a38506473737b777856636572797c38717960"><span class="__cf_email__" data-cfemail="94d9fdf7fcf5f1f8bad2e6f1f1f9f5fad4e1e7f0fbfebaf3fbe2">[email&#160;protected]</span></a>.

Attorneys for Plaintiff United States of America.

United States District Court for the Northern District of California

United States of America, et al., Plaintiffs, v. Hewlett Packard
Enterprise Co. and Juniper Networks, Inc., Defendants.

Case: 5:25-CV-00951-PCP

Proposed Final Judgment

Whereas, plaintiff United States of America filed its Complaint on
January 30, 2025, and whereas the United States and Defendants, Hewlett
Packard Enterprise Co. and Juniper Networks, Inc., by their respective
attorneys, have consented to the entry of this Final Judgment without
trial or adjudication of any issue of fact or law, and without this
Final Judgment constituting any evidence against or admission by any
party regarding any issue of fact or law;
And whereas, Defendants agree to be bound by the provisions of this
Final Judgment pending its approval by the Court;
And whereas, the essence of this Final Judgment is the prompt
divestiture of certain assets and license of certain rights by
Defendants to ensure that competition is not substantially lessened;
And whereas, the United States requires that Defendants agree to
undertake certain actions for the purpose of remedying the loss of
competition alleged in the Complaint;
And whereas, Defendants have represented to the United States that
the

[[Page 30692]]

actions described below can and will be made;
Now therefore, before any testimony is taken, without trial or
adjudication of any issue of fact or law, and upon consent of the
parties, it is ordered, adjudged and decreed:

I. Jurisdiction

This Court has jurisdiction over the subject matter of and, for
purposes of this case only, each of the parties to this action. The
Complaint states a claim upon which relief may be granted against
Defendants under Section 7 of the Clayton Act, as amended (15 U.S.C.
18).

II. Definitions

As used in this Final Judgment:
A. ``AI Ops for Mist Bidder(s)'' means the companies that
participate in the AI Ops for Mist Source Code Auction.
B. ``Defendant(s)'' means either defendant acting individually or
both defendants acting collectively, as appropriate. Where the Final
Judgment imposes an obligation to engage in certain conduct, that
obligation shall apply where reasonable to each defendant individually,
both defendants acting together, and the merged firm.
C. ``HPE'' means defendant Hewlett Packard Enterprise Co., a
company with its headquarters in Spring, Texas, its successors and
assigns, and its subsidiaries, divisions, groups, affiliates,
partnerships, and joint ventures, and their directors, officers,
managers, agents, and employees.
D. ``Juniper'' means defendant Juniper Networks, Inc., a company
with its headquarters in Sunnyvale, California, its successors and
assigns, and its subsidiaries, divisions, groups, affiliates,
partnerships, and joint ventures, and their directors, officers,
managers, agents, and employees.
E. ``AI Ops for Mist Licensee'' means the Bidder or Bidders that
meet the required criteria for the Mist AI Ops Source Code Auction and
to which Defendants license the AI Ops for Mist Source Code License.
F. ``AI Ops for Mist Source Code'' means the source code for
Juniper's AI Ops for Mist software used in Juniper's WLAN products.
G. ``AI Ops for Mist Source Code Auction'' means an auction to
license the AI Ops for Mist Source Code under the terms described in
Section V.
H. ``AI Ops for Mist Source Code License'' means the license of the
AI Ops for Mist Source Code.
I. ``Divestiture Acquirer'' means the entity that acquires the HPE
Divestiture Assets.
J. ``HPE Divestiture Assets'' means the HPE Instant On Business,
including:
i. All tangible assets related to or used in connection with the
Instant On Business, including but not limited to: personal property,
hardware inventory, and other tangible property; all contracts,
contractual rights, and all other agreements, commitments, and purchase
orders; all licenses, permits, certifications, approvals, consents,
registrations, waivers, and authorizations;
ii. All intangible assets related to or used in connection with the
Instant On Business, including but not limited to: all data and
information controlled by HPE for the Instant On business; R&D
employees specific to the Instant On business, together with all
tangible and electronic embodiments of know-how, documentation of
ideas, research and development files, and other similar tangible or
electronic materials specific to the Instant On business; all Instant
On specific intellectual property owned, licensed, or sublicensed (and,
for shared intellectual property, a perpetual license), including the
Instant On trademark (but, for the avoidance of doubt, excluding any
trademarks or trade names containing the name ``HPE''); a license to
the version of HPE's AOS 8 software used with Instant On; all rights to
causes of action, lawsuits, judgments, claims, defenses, indemnities,
guarantees, refunds, and other rights and privileges against third
parties; and goodwill arising primarily out of the conduct of the
Instant On business.
K. ``HPE Instant On Business'' means HPE's worldwide Instant On
campus and branch business.
L. ``Relevant HPE Divestiture Personnel'' are the individuals
associated with the HPE Divestiture Business.
M. ``Relevant AI Ops for Mist Personnel'' are the individuals
described in Paragraph V.1.B.5 of the Final Judgment.
N. ``Transaction'' means the acquisition of Juniper by HPE.
O. ``WLAN'' means wireless local area network.

III. Applicability

A. This Final Judgment applies to HPE and Juniper, as defined
above, and all other persons in active concert or participation with
any of them who receive actual notice of this Final Judgment by
personal service or otherwise.

IV. Divestiture

1. Divestiture of the HPE Divestiture Assets

A. Defendants are ordered and directed within one hundred and
eighty (180) calendar days after the filing of this proposed Final
Judgment, or five (5) days after notice of entry of this Final Judgment
by the Court, whichever is later, to divest the HPE Divestiture Assets
in a manner consistent with this Final Judgment to a Divestiture
Acquirer acceptable to the United States, in its sole discretion. The
United States, in its sole discretion, may agree to extensions of this
time period of up to sixty (60) days per extension, and shall notify
the Court in such circumstances.
B. For all contracts, agreements, and customer relationships (or
portions of such contracts, agreements, and customer relationships)
included in the HPE Divestiture Assets, Defendants must assign or
otherwise transfer all contracts, agreements, and customer
relationships to Divestiture Acquirer within the deadlines set forth in
Paragraph IV.1.A; provided, however, that for any contract or agreement
that requires the consent of another party to assign or otherwise
transfer, Defendants must use best efforts to accomplish the assignment
or transfer. Defendants must not interfere with any negotiations
between Divestiture Acquirer and a contracting party.
C. Defendants must inform any person making an inquiry relating to
a possible purchase of the HPE Divestiture Assets that the HPE
Divestiture Assets are being sold in accordance with this Final
Judgment and must provide that person with a copy of this Final
Judgment. Defendants must offer to furnish to all prospective
Divestiture Acquirers, subject to customary confidentiality assurances,
all information and documents relating to the Divestiture Assets that
are customarily provided in a due diligence process; provided, however,
that Defendants need not provide information or documents subject to
the attorney-client privilege or work-product doctrine. Defendants must
make all information and documents available to the United States at
the same time that the information and documents are made available to
any other person.

2. Appointment of Divestiture Trustee

A. If Defendants have not divested the HPE Divestiture Assets after
one hundred and eighty (180) calendar days after the filing of this
proposed Final Judgment (or, as provided above, as extended by
additional sixty (60) day periods by the United States in its sole
discretion), or five (5) days after notice of entry of this Final
Judgment by the Court, whichever is later, Defendants shall notify the
United States of that fact in writing. Upon application of the United
States, the Court shall appoint a

[[Page 30693]]

trustee selected by the United States and approved by the Court to sell
the HPE Divestiture Assets (the ``Divestiture Trustee''). Defendants
consent to appointment of a Divestiture Trustee prior to entry of this
Final Judgment if the HPE Divestiture Assets have not been sold within
the time periods provided in Paragraph IV.1.A.
B. After the appointment of a Divestiture Trustee becomes
effective, only the Divestiture Trustee shall have the right to sell
the HPE Divestiture Assets. The Divestiture Trustee shall have the
power and authority to sell the HPE Divestiture Assets to a Divestiture
Acquirer acceptable to the United States, in its sole discretion, at a
price and on terms as are then obtainable upon reasonable effort by the
Divestiture Trustee, subject to the provisions of this Final Judgment,
and will have other powers as the Court deems appropriate.
C. Subject to Paragraph IV.2.E of this Final Judgment, the
Divestiture Trustee may hire at the cost and expense of Defendants any
investment bankers, attorneys, or other agents, who shall be solely
accountable to the Divestiture Trustee, and that are reasonably
necessary in the Divestiture Trustee's judgment to assist in selling
the HPE Divestiture Assets.
D. Defendants shall not object to a sale of the HPE Divestiture
Assets by the Divestiture Trustee on any ground other than the
Divestiture Trustee's malfeasance. Any such objections by Defendants
must be conveyed in writing to the United States and the Divestiture
Trustee within ten (10) calendar days after the Divestiture Trustee has
provided the notice required under Section IV.3.
E. The Divestiture Trustee shall serve at the cost and expense of
Defendants, on such terms and conditions as the United States approves
and shall account for all monies derived from the sale of the assets
sold by the Divestiture Trustee and all costs and expenses so incurred.
After approval by the Court of the Divestiture Trustee's accounting,
including fees for its services and those of any professionals and
agents retained by the Divestiture Trustee, all remaining money shall
be paid to Defendants and the trust shall then be terminated. The
compensation of the Divestiture Trustee and any professionals and
agents retained by the Divestiture Trustee shall be reasonable in light
of the value of the HPE Divestiture Business based on the price and
terms of the divestiture and the speed at which it is accomplished.
Within three (3) business days of hiring an agent or consultant, the
Divestiture Trustee must provide written notice of the hiring and rate
of compensation to Defendants and the United States.
F. Defendants shall use their best efforts to assist the
Divestiture Trustee in selling the HPE Divestiture Assets. The
Divestiture Trustee and any consultants, accountants, attorneys, and
other persons retained by the Divestiture Trustee shall have full and
complete access to the personnel, books, records, and facilities of
Defendants, including any information provided to the United States
during its investigation of the Transaction related to the HPE
Divestiture Assets, and Defendants shall develop financial and other
information relevant to such business as the Divestiture Trustee may
reasonably request, subject to reasonable protection for trade secret
or other confidential research, development, or commercial information.
Defendants shall take no action to interfere with or to impede the
Divestiture Trustee's sale of the HPE Divestiture Assets.
G. After its appointment, the Divestiture Trustee shall file
monthly reports with the United States and the Court setting forth the
Divestiture Trustee's efforts to sell the HPE Divestiture Assets
ordered under this Final Judgment. To the extent such reports contain
information that the Divestiture Trustee deems confidential, such
reports shall not be filed in the public docket of the Court. Such
reports shall include the name, address, and telephone number of each
person who, during the preceding month, made an offer to purchase,
expressed an interest in purchasing, entered into negotiations to
purchase, or was contacted or made an inquiry about purchasing the HPE
Divestiture Assets, and shall describe in detail each contact with any
such person. The Divestiture Trustee shall maintain full records of all
efforts made to sell the HPE Divestiture Assets.
H. If the Divestiture Trustee has not sold the HPE Divestiture
Assets ordered under this Final Judgment within six (6) months after
its appointment, the Divestiture Trustee shall promptly file with the
Court a report setting forth (1) the Divestiture Trustee's efforts to
sell the HPE Divestiture Assets, (2) the reasons, in the Divestiture
Trustee's judgment, why the required sale of the HPE Divestiture Assets
has not been accomplished, and (3) the Divestiture Trustee's
recommendations. To the extent such reports contain information that
the Divestiture Trustee deems confidential, such reports shall not be
filed in the public docket of the Court. The Divestiture Trustee shall
at the same time furnish such report to the United States which shall
have the right to make additional recommendations consistent with the
purpose of the trust. The Court thereafter shall enter such orders as
it shall deem appropriate to carry out the purpose of the Final
Judgment, which may, if necessary, include extending the trust and the
term of the Divestiture Trustee's appointment by a period requested by
the United States.

3. Notice of Proposed Sale of the HPE Divestiture Assets

A. Within two (2) business days following execution of a definitive
agreement to sell the HPE Divestiture Assets, Defendants or the
Divestiture Trustee, whichever is then responsible for effecting the
sale required herein, shall notify the United States of any such
proposed sale under Section IV.1 or Section IV.2 of this Final
Judgment. If the Divestiture Trustee is responsible, it shall similarly
notify Defendants. The notice shall set forth the details of the
proposed sale and list the name, address, and telephone number of each
person not previously identified who offered or expressed an interest
in or desire to purchase the HPE Divestiture Assets.
B. Within fifteen (15) calendar days of receipt by the United
States of such notice, the United States may request from Defendants,
the proposed Divestiture Acquirer, or any other third party, or the
Divestiture Trustee if applicable, additional information concerning
the proposed sale, the proposed Divestiture Acquirer, and any other
potential Acquirer. Defendants and the Divestiture Trustee shall
furnish any additional information requested within fifteen (15)
calendar days of the receipt of the request, unless the parties shall
otherwise agree.
C. Within thirty (30) calendar days after receipt of the notice or
within twenty (20) calendar days after the United States has been
provided the additional information requested from Defendants, the
proposed Divestiture Acquirer, any third party, and the Divestiture
Trustee, whichever is later, the United States shall provide written
notice to Defendants and the Divestiture Trustee, if there is one,
stating whether or not it objects to the proposed Divestiture Acquirer
or any other aspects of the proposed divestiture. If the United States
provides written notice that it does not object, the divestiture may be
consummated, subject only to Defendants' limited right to object to the
sale under Paragraph IV.2.D of this Final Judgment. Absent written
notice that the United States does not object to the proposed
Divestiture Acquirer or upon objection by the United States, a sale
proposed

[[Page 30694]]

under Section IV.1 or IV.2 shall not be consummated. Upon objection by
Defendants under Paragraph IV.2.D, a sale proposed under Section IV.2
shall not be consummated unless approved by the Court.

4. Hold Separate

Until the sale of the HPE Divestiture Assets required by this Final
Judgment has been accomplished, Defendants shall take all steps
necessary to comply with the Asset Preservation and Hold Separate
Stipulation and Order entered by the Court. Defendants shall take no
action that would jeopardize the divestiture ordered by the Court.

V. Software License

1. The AI Ops for Mist Software License

A. Defendants are ordered and directed within one hundred and
eighty (180) calendar days after the filing of this proposed Final
Judgment, or five (5) days after notice of entry of this Final Judgment
by the Court, whichever is later, to hold the AI Ops for Mist Source
Code Auction according to the criteria set forth below and, to enter
into a AI Ops for Mist Source Code License in a manner consistent with
this Final Judgment, to a Licensee acceptable to the United States, in
its sole discretion. The United States, in its sole discretion, may
agree to extensions of this time period of up to sixty (60) days per
extension, and shall notify the Court in such circumstances.
B. The AI Ops for Mist Source Code License shall consist of a one-
time, perpetual, worldwide, non-exclusive license to the AI Ops for
Mist Source Code on the following basis:
1. The AI Ops for Mist Source Code License shall be irrevocable
except in the case of malfeasance by the Licensee(s). Negligent or
intentional breaches of the Defendants' intellectual property rights
shall be construed as malfeasance for purposes of this provision.
2. The AI Ops for Mist Source Code License shall not include the
right to use the Mist trademark.
3. Defendants warrant that they have the authority to license all
intellectual property included in the AI Ops for Mist Source Code free
and clear of any encumbrances, contractual commitments or obligations,
except that for any third party software dependencies contained in the
AI Ops for Mist Source Code, Defendants will (1) include a sub-license
to any such software that is sublicensable and does not require either
the consent of, or payment to, any such third party licensor; and (2)
to the extent that any such software requires consent of or payment to
any such third party licensor, reasonably facilitate the Licensee(s)'s
discussions with any other relevant third parties to obtain licenses.
4. At the option of the Licensee, Defendants will, for a period of
twelve (12) months after the date of the license and on reasonable
commercial terms, enter into a contract to provide transition services
whereby Defendants will provide the Licensee with any knowledge
transfer assistance, software updates, engineering support for ordinary
course maintenance and bug fixes that it releases for the AI Ops for
Mist Source Code, and engineering support for integrating the Mist
AIOps source code into the Licensee's software.
5. At the option of the Licensee, Defendants will facilitate the
transfer of up to thirty (30) Juniper engineers familiar with the Mist
AI Ops Source Code, and up to twenty five (25) Juniper sales personnel
experienced in selling Mist. Defendants will provide financial
incentives to encourage relevant employees to transfer to the Licensee.
The license will include a non-solicit provision preventing Licensee
from soliciting any additional Juniper engineers or sales personnel
beyond the agreed upon personnel, which shall lapse twelve (12) months
from the date of the license. The license will also include a non-
solicit provision preventing Defendants from soliciting to rehire any
personnel transferred to Licensee under the license, which shall lapse
12 months after the date of the license.
6. At the option of the Licensee, Defendants will provide the
Licensee with relevant contact information for and facilitate
introductions to (i) Juniper's original design manufacturer (``ODM'')
suppliers for WLAN hardware, (ii) Juniper's distributors for WLAN in
the United States, and (iii) channel partners that work with Juniper to
sell WLAN in the United States.
C. Defendants shall conduct the AI Ops for Mist Source Code Auction
on the following terms:
1. Defendants will hold the AI Ops for Mist Source Code Auction to
license the AI Ops for Mist Source Code.
2. Defendants will select a Licensee acceptable to the United
States based on their assessment of the totality of the bid submitted
by each Bidder, including but not limited to price.
3. Defendants will negotiate a definitive license agreement with
the selected Licensee within 180 days of entry of this proposed Final
Judgment.
4. In the event that more than one bid is received that exceeds $8
million, Defendants will license the AI Ops for Mist Source Code to a
second Licensee acceptable to the DOJ on the following basis:
<bullet> If only two bids are received that exceed $8 million,
Defendants will also license the AI Ops for Mist Source code, excluding
the transitional services and employees described in Paragraphs
V.1.B.4, V.1.B.5 and V.1.B.6 of this proposed Final Judgment, to the
second-place Licensee at the price contained in that Licensee's bid.
<bullet> If three or more bids are received that exceed $8 million,
Defendants will hold a secondary auction to license the AI Ops for Mist
Source Code, excluding the transitional services and employees
described in Paragraphs V.1.B.4, V.1.B.5 and V.1.B.6 of this proposed
Final Judgment, to either the second- or third-place bidder in the
primary auction, in which case the secondary auction will have a
reserve price set at the license fee paid by the winning bidder of the
primary auction.
D. Provided one or more Licensee(s) emerges as the winning bidder
at the auction as set forth in Section V.1.C or Section V.2:
1. The Licensee(s) shall have the right to utilize the AI Ops for
Mist Source Code for its networking products.
2. The Licensee(s) shall have the right to further develop and
innovate the AI Ops for Mist Source Code, and any improvements to and
derivatives of the AI Ops for Mist Source Code developed after the
license date by the Licensee will be owned by the Licensee.
3. The Licensee(s) shall have the right to grant rights of use to
the AI Ops for Mist Source Code to its end users, intermediaries, and
service providers as reasonably needed in connection with the sale of
its networking products.
4. Defendants and Licensee(s) will provide patent cross-licenses to
enable the parties' activities within WLAN.

2. Appointment for AI Ops for Mist License Trustee

A. If Defendants have not licensed the AI Ops for Mist Source Code
to a Licensee(s) after one hundred and eighty (180) calendar days after
the filing of this proposed Final Judgment (or, as provided above, as
extended by additional sixty (60) day periods by the United States in
its sole discretion), or five (5) days after notice of entry of this
Final Judgment by the Court, whichever is later, Defendants shall
notify the United States of that fact in writing. Upon application of
the United States, the Court shall appoint a trustee selected by the
United States and approved by the Court to conduct the AI Ops for Mist
Source Code Auction and

[[Page 30695]]

license the AI Ops for Mist Source Code in a manner consistent with
this Final Judgment (the ``License Trustee''). Defendants consent to
appointment of a License Trustee prior to entry of this Final Judgment
if the AI Ops for Mist Source Code Auction and license of the AI Ops
for Mist Source Code have not been completed within the time periods
provided in Paragraph V.1.A.
B. After the appointment of a License Trustee becomes effective,
only the License Trustee shall have the right to conduct the AI Ops for
Mist Source Code Auction and license the AI Ops for Mist Source Code.
The License Trustee shall have the power and authority to conduct the
AI Ops for Mist Source Code Auction and to license the AI Ops for Mist
Source Code to a Licensee(s) acceptable to the United States, in its
sole discretion, at a price and on terms as are then obtainable upon
reasonable effort by the License Trustee, subject to the provisions of
this Final Judgment, and will have other powers as the Court deems
appropriate.
C. Subject to Paragraph V.2.E of this Final Judgment, the License
Trustee may hire at the cost and expense of Defendants any investment
bankers, attorneys, or other agents, who shall be solely accountable to
the License Trustee, and that are reasonably necessary in the License
Trustee's judgment to assist in the AI Ops for Mist Source Code Auction
and in licensing the AI Ops for Mist Source Code.
D. Defendants shall not object to a License by the License Trustee
on any ground other than the License Trustee's malfeasance. Any such
objections by Defendants must be conveyed in writing to the United
States and the License Trustee within ten (10) calendar days after the
License Trustee has provided the notice required under Section V.3.
E. The License Trustee shall serve at the cost and expense of
Defendants, on such terms and conditions as the United States approves
and shall account for all monies derived from the sale of the assets
sold by the License Trustee and all costs and expenses so incurred.
After approval by the Court of the License Trustee's accounting,
including fees for its services and those of any professionals and
agents retained by the License Trustee, all remaining money shall be
paid to Defendants and the trust shall then be terminated. The
compensation of the License Trustee and any professionals and agents
retained by the License Trustee shall be reasonable in light of the
value of the AI Ops for Mist Source Code License and based on the price
and terms of the license and the speed at which it is accomplished.
Within three (3) business days of hiring an agent or consultant, the
License Trustee must provide written notice of the hiring and rate of
compensation to Defendants and the United States.
F. Defendants shall use their best efforts to assist the License
Trustee in accomplishing the required AI Ops for Mist Source Code
Auction and in licensing the AI Ops for Mist Source Code. The License
Trustee and any consultants, accountants, attorneys, and other persons
retained by the License Trustee shall have full and complete access to
the personnel, books, records, and facilities of Defendants, including
any information provided to the United States during its investigation
of the Transaction related to the AI Ops for Mist Source Code, and
Defendants shall develop financial and other information relevant to
such business as the License Trustee may reasonably request, subject to
reasonable protection for trade secret or other confidential research,
development, or commercial information. Defendants shall take no action
to interfere with or to impede the License Trustee's accomplishment of
the AI Ops for Mist Source Code Auction or AI Ops for Mist Source Code
License.
G. After its appointment, the License Trustee shall file monthly
reports with the United States and the Court setting forth the License
Trustee's efforts to conduct the AI Ops for Mist Source Code Auction
and license the AI Ops for Mist Source Code ordered under this Final
Judgment. To the extent such reports contain information that the
License Trustee deems confidential, such reports shall not be filed in
the public docket of the Court. Such reports shall include the name,
address, and telephone number of each person who, during the preceding
month, made an offer to license, expressed an interest in licensing,
entered into negotiations to license, or was contacted or made an
inquiry about licensing the AI Ops for Mist Source Code, and shall
describe in detail each contact with any such person. The License
Trustee shall maintain full records of all efforts made to conduct the
AI Ops for Mist Source Code Auction or license the AI Ops for Mist
Source Code.
H. If the License Trustee has not entered into the license ordered
under this Final Judgment within six (6) months after its appointment,
the License Trustee shall promptly file with the Court a report setting
forth (1) the License Trustee's efforts to accomplish the required AI
Ops for Mist Source Code Auction and AI Ops for Mist Source Code
License, (2) the reasons, in the License Trustee's judgment, why the
required AI Ops for Mist Source Code Auction and AI Ops for Mist Source
Code License has not been accomplished, and (3) the License Trustee's
recommendations. To the extent such reports contain information that
the License Trustee deems confidential, such reports shall not be filed
in the public docket of the Court. The License Trustee shall at the
same time furnish such report to the United States which shall have the
right to make additional recommendations consistent with the purpose of
the trust. The Court thereafter shall enter such orders as it shall
deem appropriate to carry out the purpose of the Final Judgment, which
may, if necessary, include extending the trust and the term of the
License Trustee's appointment by a period requested by the United
States.

3. Notice of Proposed AI Ops for Mist License

A. Within two (2) business days following execution of a definitive
agreement to license the AI Ops for Mist Source Code, Defendants or the
License Trustee, whichever is then responsible for effecting the
license required herein, shall notify the United States of any such
proposed license under Section V.1 or Section V.2 of this Final
Judgment. If the License Trustee is responsible, it shall similarly
notify Defendants. The notice shall set forth the details of the
proposed license and list the name, address, and telephone number of
each person not previously identified who offered or expressed an
interest in or desire to license the AI Ops for Mist Source Code.
B. Within fifteen (15) calendar days of receipt by the United
States of such notice, the United States may request from Defendants,
the proposed Licensee(s), or any other third party, or the License
Trustee if applicable, additional information concerning the proposed
license, the proposed Licensee(s), and any other potential Licensee(s).
Defendants and the License Trustee shall furnish any additional
information requested within fifteen (15) calendar days of the receipt
of the request, unless the parties shall otherwise agree.
C. Within thirty (30) calendar days after receipt of the notice or
within twenty (20) calendar days after the United States has been
provided the additional information requested from Defendants, the
proposed Licensee(s), any third party, and the License Trustee,
whichever is later, the United States shall provide written notice to
Defendants and the License Trustee, if there is one, stating whether or
not it objects to the proposed license. If the

[[Page 30696]]

United States provides written notice that it does not object, the
license may be consummated, subject only to Defendants' limited right
to object to the sale under Paragraph V.2.D of this Final Judgment.
Absent written notice that the United States does not object to the
proposed Licensee(s) or upon objection by the United States, a license
proposed under Section V.1 or Section V.2 shall not be consummated.
Upon objection by Defendants under Paragraph V.2.D, a license proposed
under Section V.2 shall not be consummated unless approved by the
Court.

4. Preservation of AI Ops for Mist Assets

Until the license required by this Final Judgment has been
accomplished:
A. Defendants shall provide sufficient working capital and lines
and sources of credit to continue to maintain the AI Ops for Mist
Source Code as an economically viable asset.
B. Defendants shall not remove, sell, lease, assign, transfer,
pledge, exclusively license, or otherwise dispose of the AI Ops for
Mist Source Code.
C. Defendants shall take no action that would interfere with the
ability of any License Trustee appointed pursuant to the Final Judgment
to conduct the AI Ops for Mist Source Code Auction or complete the
license of the AI Ops for Mist Source Code.

VI. Affidavits

A. Within twenty (20) calendar days of the filing of the proposed
Final Judgment in this matter, and every thirty (30) calendar days
thereafter until both the HPE Divestiture Assets have been divested
under Section IV and completion of the AI Ops for Mist Source Code
Auction and any license of the AI Ops for Mist Source Code under
Section V, Defendants shall deliver to the United States an affidavit
as to the fact and manner of its compliance with Sections IV and V of
this Final Judgment. Each such affidavit shall include a description of
the efforts Defendants have taken to sell the HPE Divestiture Assets
and conduct the AI Ops for Mist Source Code Auction, as applicable.
Assuming the information set forth in the affidavit is true and
complete, any objection by the United States to information provided by
Defendants, including limitation on information, shall be made within
fourteen (14) calendar days of receipt of such affidavit.
B. Defendants shall keep all records of all efforts made to
preserve and sell the HPE Divestiture Assets until one year after such
sale has been completed and shall keep records of all efforts made to
preserve and license the AI Ops for Mist Source Code until one year
after such license has been completed.

VIII. Compliance Inspection

A. For purposes of determining or securing compliance with this
Final Judgment, or of determining whether the Final Judgment should be
modified or vacated, and subject to any legally recognized privilege,
from time to time duly authorized representatives of the United States,
including consultants and other persons retained by the United States
shall, upon written request of an authorized representative of the
Assistant Attorney General in charge of the Antitrust Division, and on
reasonable notice to Defendants, be permitted:
1. access during Defendants' office hours to inspect and copy, or
at the option of the United States, to require Defendants to provide
hard copy or electronic copies of, all books, ledgers, accounts,
records, data, and documents in the possession, custody, or control of
Defendants, relating to any matters contained in this Final Judgment;
and
2. to interview, either informally or on the record, Defendants'
officers, employees, or agents, who may have their individual counsel
present, regarding such matters. The interviews shall be subject to the
reasonable convenience of the interviewee and without restraint or
interference by Defendants.
B. Upon the written request of an authorized representative of the
Assistant Attorney General in charge of the Antitrust Division,
Defendants shall submit written reports, under oath if requested,
relating to any of the matters contained in this Final Judgment as may
be requested. Written reports authorized under this paragraph may, at
the sole discretion of the United States, require Defendants to
conduct, at Defendants' cost, an independent audit or analysis relating
to any of the matters contained in this Final Judgment.
C. No information or documents obtained by the means provided in
this section shall be divulged by the United States to any person other
than an authorized representative of the executive branch of the United
States, except in the course of legal proceedings to which any
Plaintiff is a party (including grand jury proceedings), or for the
purpose of securing compliance with this Final Judgment, or as
otherwise required by law.
D. If at the time information or documents are furnished by
Defendants to the United States, Defendants represent and identify in
writing the material in any such information or documents to which a
claim of protection may be asserted under Rule 26(c)(1)(G) of the
Federal Rules of Civil Procedure, and Defendants mark each pertinent
page of such material, ``Subject to claim of protection under Rule
26(c)(1)(G) of the Federal Rules of Civil Procedure,'' then the United
States shall give Defendants ten (10) calendar days' notice prior to
divulging such material in any legal proceeding (other than a grand
jury proceeding).

IX. Notification

For purposes of this Final Judgment, any notice or other
communication required to be provided to the United States shall be
sent to the person at the address and emails set forth below (or such
other addresses as the United States may specify in writing to
Defendants):

United States, Jacklin Lem, Civil Chief, San Francisco Office, U.S.
Department of Justice, Antitrust Division, 450 Golden Gate Ave., Room
10-0101, San Francisco, CA 94102, <a href="/cdn-cgi/l/email-protection#256f44464e494c4b0b694048655056414a4f0b424a53"><span class="__cf_email__" data-cfemail="f7bd96949c9b9e99d9bb929ab7828493989dd9909881">[email&#160;protected]</span></a>.

X. Retention of Jursidiction

This Court retains jurisdiction to enable any party to this Final
Judgment to apply to this Court at any time for further orders and
directions as may be necessary or appropriate to carry out or construe
this Final Judgment, to modify any of its provisions, to enforce
compliance, and to punish violations of its provisions.

XI. Expiration of Final Judgment

Unless the Court grants an extension, this Final Judgment shall
expire ten years from the date of its entry.

XII. Public Interest Determination

Entry of this Final Judgment is in the public interest.

Date: ______________
Court approval subject to procedures of the Antitrust Procedures and
Penalties Act, 15 U.S.C. 16.

-----------------------------------------------------------------------
Hon. P. Casey Pitts,
United States District Judge.

United States District Court for the Northern District of California

United States of America, et al., Plaintiffs, v. Hewlett Packard
Enterprise Co. and Juniper Networks, Inc., Defendants.

Case: 5:25-CV-00951-PCP

Competitive Impact Statement

Plaintiff United States of America (``United States''), pursuant to
Section 2(b) of the Antitrust Procedures and Penalties Act (``APPA'' or
``Tunney Act''), 15 U.S.C. 16(b)-(h), files this

[[Page 30697]]

Competitive Impact Statement relating to the Proposed Final Judgment
submitted for entry in this civil antitrust proceeding. Unless
otherwise noted, all defined terms in this Competitive Impact Statement
have the same meaning as set out in the proposed Final Judgment.

I. Nature and Purpose of This Proceeding

On January 9, 2024, Hewlett Packard Enterprise Co. (``HPE'')
entered into an agreement to acquire Juniper Networks, Inc.
(``Juniper'') for approximately $14 billion.\3\
---------------------------------------------------------------------------

\3\ Each of HPE and Juniper are referred to in this document as
``Defendant'' or collectively as ``Defendants,'' as appropriate.
---------------------------------------------------------------------------

The United States filed a civil antitrust Complaint on January 30,
2025, seeking to enjoin the proposed acquisition. The Complaint alleges
that the acquisition likely would substantially lessen competition in
the United States for enterprise-grade WLAN solutions in violation of
Section 7 of the Clayton Act, Sec. 15 U.S.C. 18.
On June 27, 2025, the United States filed a Stipulation and Order
and proposed Final Judgment designed to remedy the Section 7 violation,
eliminating the alleged anticompetitive effects of the acquisition.
Under the proposed Final Judgment, which is explained more fully below,
Defendants are required to divest HPE's Instant On campus and branch
business (the ``HPE Divestiture Business'') to a Divestiture Acquirer
and license the source code for Juniper's Mist AI Ops software used in
Juniper's WLAN products (the ``AI Ops for Mist Source Code License'')
to one or more Licensees approved by the DOJ. The Divestiture Acquirer
of the HPE Divestiture Business and the Licensee(s) of the AI Ops for
Mist Source Code License could be the same entity or two separate
entities. At the option of the first Licensee, for twelve (12) months
following the license, defendants must also provide transitional
technical support relating to the license. At the option of the first
Licensee, Defendants must also transfer engineers and sales employees
familiar with the Mist AI Ops software to assist the Licensee in
incorporating the Mist software into its WLAN offerings and marketing
it to customers, and to facilitate introductions to Juniper's
suppliers, distributors and channel partners.
Under the terms of the Stipulation and Order, the Defendants may
consummate the proposed acquisition following signature by the Court of
the Stipulation and Order and will for the pendency of the license
processes. Under the terms of the Stipulation and Order, Defendants
will take certain steps to ensure that the HPE Divestiture Business is
operated as a competitively independent, economically viable, and
ongoing business concern that will remain independent and uninfluenced
by the consummation of the acquisition, and that competition is
maintained during the pendency of the ordered divestiture.
The United States and the Defendants have stipulated that the
proposed Final Judgment may be entered after compliance with the APPA.
Entry of the proposed Final Judgment would terminate this action,
except that the Court would retain jurisdiction to construe, modify, or
enforce the provisions of the proposed Final Judgment and punish
violations thereof.

II. Description of the Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction

Complete descriptions of the Defendants and the proposed
transaction are found in the Complaint, filed January 30, 2025.
Defendant HPE, headquartered in Spring, Texas, provides products in a
number of technology markets, including general-purpose servers, cloud
storage, and finance. Networking is one of its fastest growing
divisions, and the company sells various networking products, including
wireless access points and campus switches, under the HPE Aruba
Networking brand and its legacy on-premises network management
solution, Airwave.
Juniper, headquartered in Sunnyvale, California, offers a range of
networking products, including wireless access points, wired switches,
and network management software under the Mist brand.
On January 9, 2024, Hewlett Packard Enterprise Co. (``HPE'')
entered into an agreement to acquire Juniper Networks, Inc.
(``Juniper'') for approximately $14 billion.

B. The Market

a. Enterprise-Grade WLAN Solutions
Enterprise-grade WLAN solutions are a relevant product market and
line of commerce within the meaning of Section 7 of the Clayton Act.
Enterprise-grade WLAN solutions are sold to businesses, school systems,
and other commercial and non-profit organizations. They can serve a
large number of users simultaneously and support advanced feature sets
and functionalities. Unlike consumer-grade WLAN, enterprise-grade WLAN
solutions include systems to manage multiple access points--sometimes
thousands of them--across a single location. Systems used to manage
multiple access points include hardware-based controllers, cloud-
managed services, and network management software. Those systems
monitor connectivity, service quality, and other critical network
functions.
WLAN vendors offer products with a range of hardware and software
features optimized for different environments and customer needs.
Because customer needs differ, HPE and Juniper may be able to charge
different prices and include different terms for their customers.
Customers are also unable to engage in arbitrage by purchasing
indirectly from or through other customers to defeat potential price
increases or worsening of terms.
The market for enterprise-grade WLAN solutions exhibits many of the
``practical indicia'' that courts look for when determining the
boundaries of a relevant market, including peculiar characteristics and
uses, distinct customers, and industry recognition. For example:
<bullet> WLAN solutions use radio waves to connect users' devices
to a local area network. Consumers do not view wired solutions, which
connect user devices directly to campus switches through ethernet
cables, as reasonable substitutes, even though both permit users to
access the network, because wired connections do not permit users
freedom of movement.
<bullet> Customers who purchase enterprise-grade WLAN solutions,
which are tailored for commercial environments, with wireless access
points designed to be linked to cover a larger geographic area and
managed by a hardware or software system, are not generally able to be
served by consumer-grade WLAN solutions.
<bullet> Customers typically purchase network management software
and other control systems along with wireless access points. This is
because wireless access points sold by Cisco, HPE, Juniper, and other
WLAN vendors often cannot be managed by third-party network management
software, and these firms generally do not sell their network
management software on a standalone basis to be used with third-party
hardware.
<bullet> Industry analysts, including 650 Group Market Intelligence
Research (``650 Group''), regularly track revenue growth for an
enterprise-grade WLAN market and calculate various vendors' shares of
that market. Those analysts separately track revenues for enterprise-
grade and consumer-grade WLAN, and,

[[Page 30698]]

for enterprise-grade WLAN, include revenues from wireless access
points, controllers, and cloud-managed services. Defendants regularly
circulate market share estimates produced by 650 Group and other
industry analysts and rely on them to gauge their performance relative
to competitors.
Purchasing wireless access points from an original device
manufacturer and either using a third-party network management software
or creating a bespoke software solution in-house is not a reasonable
substitute for most enterprise-grade WLAN customers. Among other
things, few WLAN customers have the IT resources and expertise to
design and procure their own access points and network management
systems or the scale needed to make buying directly cost-effective.
Customers would not substitute solutions involving third-party or
bespoke software in sufficient numbers to deter a hypothetical
monopolist of enterprise-grade WLAN solutions from undertaking a small
but significant non-transitory increase in price (``SSNIP'').
b. Geographic Market
The relevant geographic market for HPE's proposed acquisition of
Juniper is the United States. Several enterprise-grade WLAN vendors
that are active abroad, including Chinese multinational Huawei
Technologies Company (``Huawei''), have been identified as potential
security threats by the U.S. government and, under federal law, are
barred from competing for business domestically. As a result, customers
in the United States have fewer options than they would if they were
based abroad, and HPE and Juniper may be able to charge different
prices and include different terms for those customers. Customers in
the United States are also unable to engage in arbitrage by purchasing
indirectly from or through other customers outside the United States in
order to defeat potential price increases or worsening of terms. The
geographic market includes all sales made to customers in the United
States, regardless of the WLAN vendor's location.

C. The Competitive Effects of the Transaction

Complete descriptions of the potential effects on competition in
the market for enterprise-grade WLAN solutions in the United States are
found in the Complaint. In the United States, the market for the
development and sale of enterprise-grade WLAN solutions is highly
concentrated and would become substantially more concentrated as a
result of the Proposed Transaction.
Defendants regularly rely on industry analysts, including
International Data Corporation (``IDC''), that calculate wireless
access point market shares for the United States. Per IDC and as
alleged in the Complaint, in 2024, HPE had a share of approximately 15-
17% and Juniper had a share of approximately 7-9%. Cisco had
approximately 48% of the market, such that post-acquisition these three
firms would hold over 70% of the market. Other competitors, including
Arista Networks, Inc.; Fortinet, Inc.; Ubiquiti Inc.; Commscope Holding
Company Inc.; Extreme Networks, Inc.; Nile Global, Inc.; and Meter,
Inc., each had a share between 1% and 10%. Although the combined share
of HPE and Juniper is below 30%, the acquisition would result in a
highly concentrated market as measured by the Herfindahl-Hirschman
Index (``HHI'') as described in Section 2.1 of the 2023 Merger
Guidelines, with a pre-merger HHI over 3,000 and a change of at least
250 points.
The proposed acquisition would create a combined company with the
ability to increase prices by eliminating head to head competition
between HPE and Juniper and harm those customers that view Cisco, HPE,
and Juniper as the three leading vendors for enterprise-grade WLAN
solutions and benefit from having Juniper as a credible alternative to
Cisco and HPE in this market.
The proposed acquisition would also reduce competition by
increasing the risk of coordination among the remaining vendors. It
would result in two firms--Cisco and HPE--controlling over 70 percent
of the relevant market, with a significant gap between HPE and the next
largest vendor in the market. Cisco and HPE may find it easier to reach
and sustain a consensus on price, features, and reliability that harms
enterprise customers through coordination.

III. Explanation of the Proposed Final Judgment

The divestiture and license and other remedial measures of the
proposed Final Judgment will eliminate the alleged anticompetitive
effects of the acquisition by strengthening one or more existing
competitors or facilitating entry of a new competitor for enterprise-
grade WLAN solutions in the United States.

Divestiture of HPE Instant On Business

The proposed Final Judgment requires Defendants within one hundred
and eighty (180) calendar days after the filing of this proposed Final
Judgement, or five (5) days after notice of entry of this Final
Judgment by the Court, whichever is later to divest HPE's worldwide
Instant On campus and branch business (the ``HPE Divestiture
Business''), including all tangible and intangible assets related to or
used in connection with the Instant On Business. The divestiture will
include all contracts, agreements, and customer relationships included
in the HPE Divestiture Assets, and for any such contract or agreement
that requires the consent of another party to assign or otherwise
transfer, Defendants must use best efforts to accomplish the assignment
or transfer.
In the event that Defendants do not divest the HPE Divestiture
Business, within the periods prescribed in the proposed Final Judgment,
the proposed Final Judgment provides that the Court will appoint a
Divestiture Trustee selected by the United States to sell the HPE
Divestiture Business. If a Divestiture Trustee is appointed, the
proposed Final Judgment provides that Defendants will pay all costs and
expenses of the Divestiture Trustee. The Divestiture Trustee's
commission will be structured so as to provide an incentive for the
Divestiture Trustee based on the price and terms of the divestiture and
the speed with which it is accomplished. After its appointment becomes
effective, the Divestiture Trustee will file monthly reports with the
Court and the United States setting forth its efforts to sell the HPE
Divestiture Business. At the end of six (6) months, if the divestiture
has not been accomplished, the Divestiture Trustee and the United
States will make recommendations to the Court, which shall enter such
orders as appropriate, in order to carry out the purpose of the trust,
including extending the trust or the term of the Divestiture Trustee's
appointment.

AI Ops for Mist Source Code License

The proposed Final Judgment also requires Defendants, within one
hundred and eighty (180) calendar days after the filing of this
proposed Final Judgement, or five (5) days after notice of entry of
this Final Judgment by the Court, whichever is later, to hold an
auction to license the AI Ops for Mist Source Code and enter into a
binding agreement to license the AI Ops for Mist Source Code. The AI
Ops for Mist Source Code must be licensed in such a way as to satisfy
the United States, in its sole discretion, that the operations can and
will be operated by the Licensee as a viable, ongoing business that can
compete effectively in the

[[Page 30699]]

relevant market. Defendants must take all reasonable steps necessary to
accomplish the AI Ops for Mist Source Code Auction and AI Ops for Mist
Source Code License quickly and shall cooperate with prospective
licensees. The United States, in its sole discretion, may agree to
extensions of this time period of up to sixty (60) days to complete the
divestiture and shall notify the Court in such circumstances. If
Defendants receive multiple bids over $8 million for the AI Ops for
Mist Source Code, Defendants will also license the technology to a
second Licensee (without technical support, the transfer of employees,
or introduction to Juniper's suppliers, distributors, and channel
partners), giving not one but two competitors access to this
technology. Whether to a single or to two bidders, the AI Ops for Mist
License will consist of a one-time, perpetual, worldwide, non-exclusive
license for the AI Ops for Mist Source Code. For the primary Licensee,
Defendants must also provide, at the Licensee's option, a transition
services agreements for a period of twelve (12) months whereby
Defendants will provide the Licensee with any knowledge transfer
assistance, software updates, engineering support for ordinary course
maintenance and bug fixes that it releases for the AI Ops for Mist
Source Code, and engineering support for integrating the AI Ops for
Mist Source Code into the Licensee's software.
Per the terms of the license, the Licensee will have the right to
use the AI Ops for Mist Source Code and further develop and improve it,
with the Licensee retaining ownership of any improvements to and
derivatives of the AI Ops for Mist Source Code developed after the
license date. The Licensee will have the right to grant rights of use
to the AI Ops for Mist Source Code to its end users, intermediaries,
and service providers as reasonably needed in connection with the sale
of networking products. Defendants and Licensee will provide patent
cross-licenses to enable the parties' networking activities.
In addition, the Final Judgment provides that Defendants, at the
primary Licensee's option, will facilitate the transfer of up to thirty
(30) Juniper engineers familiar with the Mist AI Ops Source Code, and
up to twenty five (25) Juniper sales personnel experienced in selling
Mist to the primary Licensee. Defendants will provide financial
incentives to encourage relevant employees to transfer to the Licensee.
The license will include a non-solicit provision preventing primary
Licensee from soliciting any additional Juniper engineers or sales
personnel beyond the agreed upon personnel, which shall lapse twelve
(12) months from the date of the license. The license will also include
a non-solicit provision preventing Defendants from soliciting to hire
any personnel transferred to primary Licensee under the license, which
shall lapse (12) months after the date of the license. These provisions
will ensure that the Licensee has personnel knowledgeable about the
Mist AIOps software to assist the Licensee in incorporating this
technology into its own network management software and in marketing
that offering to clients.
The transition services agreement will include a provision whereby
Defendants will provide the primary Licensee with relevant contact
information for and introductions to Juniper's original design
manufacturer (``ODM'') suppliers for WLAN hardware and Juniper's
distributors and channel partners that work with Juniper to sell WLAN
in the United States.
In the event that Defendants do not license the AI Ops for Mist
Source Code to a Licensee within the periods prescribed in the proposed
Final Judgment, the proposed Final Judgment provides that the Court
will appoint a License Trustee selected by the United States to effect
the AI Ops for Mist Source Code Auction and license the AI Ops for Mist
Source Code. If a License Trustee is appointed, the proposed Final
Judgment provides that Defendants will pay all costs and expenses of
the License Trustee. The License Trustee's commission will be
structured so as to provide an incentive for the License Trustee based
on the price and terms of the license and the speed with which it is
accomplished. After its appointment becomes effective, the License
Trustee will file monthly reports with the Court and the United States
setting forth its efforts to accomplish the AI Ops for Mist Source Code
Auction and AI Ops for Mist Source Code License. At the end of six (6)
months, if the AI Ops for Mist Source Code Auction and AI Ops for Mist
Source Code License has not been accomplished, the License Trustee and
the United States will make recommendations to the Court, which shall
enter such orders as appropriate, in order to carry out the purpose of
the trust, including extending the trust or the term of the License
Trustee's appointment.

IV. Remedies Available to Potential Private Litigants

Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any
person who has been injured as a result of conduct prohibited by the
antitrust laws may bring suit in federal court to recover three times
the damages the person has suffered, as well as costs and reasonable
attorneys' fees. Entry of the proposed Final Judgment will neither
impair nor assist the bringing of any private antitrust damage action.
Under the provisions of Section 5(a) of the Clayton Act, 15 U.S.C.
16(a), the proposed Final Judgment has no prima facie effect in any
subsequent private lawsuit that may be brought against the Defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

The United States and the Defendants have stipulated that the
proposed Final Judgment may be entered by the Court after compliance
with the provisions of the APPA, provided that the United States has
not withdrawn its consent. The APPA conditions entry upon the Court's
determination that the proposed Final Judgment is in the public
interest.
The APPA provides a period of at least sixty (60) days preceding
the effective date of the proposed Final Judgment within which any
person may submit to the United States written comments regarding the
proposed Final Judgment. Any person who wishes to comment should do so
within sixty (60) days of the date of publication of this Competitive
Impact Statement in the Federal Register, or the last date of
publication in a newspaper of the summary of this Competitive Impact
Statement, whichever is later. All comments received during this period
will be considered by the United States Department of Justice, which
remains free to withdraw its consent to the proposed Final Judgment at
any time prior to the Court's entry of judgment. The comments and the
response of the United States will be filed with the Court. In
addition, comments will be posted on the U.S. Department of Justice,
Antitrust Division's internet website and, under certain circumstances,
published in the Federal Register.

Written comments should be submitted to: Civil Chief, San Francisco
Office, U.S. Department of Justice, Antitrust Division, 450 Golden Gate
Ave, Room 10-0101, San Francisco, CA 94102.

The proposed Final Judgment provides that the Court retains
jurisdiction over this action, and the parties may apply to the Court
for any order necessary or appropriate for the modification,
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

The United States considered, as an alternative to the proposed
Final

[[Page 30700]]

Judgment, a full trial on the merits against the Defendants. The United
States could have continued the litigation and sought preliminary and
permanent injunctions against HPE's acquisition of Juniper. The United
States is satisfied, however, that the divestiture of assets, license,
and other relief described in the proposed Final Judgment will preserve
competition for the development and sale of enterprise-grade WLAN
solutions in the United States. The proposed Final Judgment would
achieve all or substantially all of the relief the United States would
have obtained through litigation, but avoids the time, expense, and
uncertainty of a full trial on the merits of the Complaint.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

Under the Clayton Act and APPA, proposed Final Judgments, or
``consent decrees,'' in antitrust cases brought by the United States
are subject to a 60-day comment period, after which the Court shall
determine whether entry of the proposed Final Judgment ``is in the
public interest.'' 15 U.S.C. 16(e)(1). In making that determination,
the Court, in accordance with the statute as amended in 2004, is
required to consider:
(A) the competitive impact of such judgment, including termination
of alleged violations, provisions for enforcement and modification,
duration of relief sought, anticipated effects of alternative remedies
actually considered, whether its terms are ambiguous, and any other
competitive considerations bearing upon the adequacy of such judgment
that the court deems necessary to a determination of whether the
consent judgment is in the public interest; and
(B) the impact of entry of such judgment upon competition in the
relevant market or markets, upon the public generally and individuals
alleging specific injury from the violations set forth in the complaint
including consideration of the public benefit, if any, to be derived
from a determination of the issues at trial.
15 U.S.C. 16(e)(1)(A) & (B). In considering these statutory
factors, the Court's inquiry is necessarily a limited one as the
government is entitled to ``broad discretion to settle with the
defendant within the reaches of the public interest.'' United States v.
Microsoft Corp., 56 F.3d 1448, 1461 (D.C. Cir. 1995); United States v.
U.S. Airways Grp., Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014)
(explaining that the ``court's inquiry is limited'' in Tunney Act
settlements); United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009
U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that a
court's review of a proposed Final Judgment is limited and only
inquires ``into whether the government's determination that the
proposed remedies will cure the antitrust violations alleged in the
complaint was reasonable, and whether the mechanisms to enforce the
final judgment are clear and manageable'').
As the U.S. Court of Appeals for the District of Columbia Circuit
has held, under the APPA a court considers, among other things, the
relationship between the remedy secured and the specific allegations in
the government's Complaint, whether the proposed Final Judgment is
sufficiently clear, whether its enforcement mechanisms are sufficient,
and whether it may positively harm third parties. See Microsoft, 56
F.3d at 1458-62. With respect to the adequacy of the relief secured by
the proposed Final Judgment, a court may not ``make de novo
determination of facts and issues.'' United States v. W. Elec. Co., 993
F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); see also
Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 F.
Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107 F.
Supp. 2d 10, 16 (D.D.C. 2000); InBev, 2009 U.S. Dist. LEXIS 84787, at
*3. Instead, ``[t]he balancing of competing social and political
interests affected by a proposed antitrust decree must be left, in the
first instance, to the discretion of the Attorney General.'' W. Elec.
Co., 993 F.2d at 1577 (quotation marks omitted). ``The court should
also bear in mind the flexibility of the public interest inquiry: the
court's function is not to determine whether the resulting array of
rights and liabilities is the one that will best serve society, but
only to confirm that the resulting settlement is within the reaches of
the public interest.'' Microsoft, 56 F.3d at 1460 (quotation marks
omitted); see also United States v. Deutsche Telekom AG, No. 19-2232
(TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020). More demanding
requirements would ``have enormous practical consequences for the
government's ability to negotiate future settlements,'' contrary to
congressional intent. Microsoft, 56 F.3d at 1456. ``The Tunney Act was
not intended to create a disincentive to the use of the consent
decree.'' Id.
The United States' predictions about the efficacy of the remedy are
to be afforded deference by the Court. See, e.g., Microsoft, 56 F.3d at
1461 (recognizing courts should give ``due respect to the Justice
Department's . . . view of the nature of its case''); United States v.
Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (``In
evaluating objections to settlement agreements under the Tunney Act, a
court must be mindful that [t]he government need not prove that the
settlements will perfectly remedy the alleged antitrust harms[;] it
need only provide a factual basis for concluding that the settlements
are reasonably adequate remedies for the alleged harms.'' (internal
citations omitted)); United States v. Republic Servs., Inc., 723 F.
Supp. 2d 157, 160 (D.D.C. 2010) (noting ``the deferential review to
which the government's proposed remedy is accorded''); United States v.
Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (``A
district court must accord due respect to the government's prediction
as to the effect of proposed remedies, its perception of the market
structure, and its view of the nature of the case.''). The ultimate
question is whether ``the remedies [obtained by the Final Judgment are]
so inconsonant with the allegations charged as to fall outside of the
`reaches of the public interest.''' Microsoft, 56 F.3d at 1461 (quoting
W. Elec. Co., 900 F.2d at 309).
Moreover, the Court's role under the APPA is limited to reviewing
the remedy in relationship to the violations that the United States has
alleged in its Complaint, and does not authorize the Court to
``construct [its] own hypothetical case and then evaluate the decree
against that case.'' Microsoft, 56 F.3d at 1459; see also U.S. Airways,
38 F. Supp. 3d at 75 (noting that the court must simply determine
whether there is a factual foundation for the government's decisions
such that its conclusions regarding the proposed settlements are
reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``[T]he
`public interest' is not to be measured by comparing the violations
alleged in the complaint against those the court believes could have,
or even should have, been alleged''). Because the ``court's authority
to review the decree depends entirely on the government's exercising
its prosecutorial discretion by bringing a case in the first place,''
it follows that ``the court is only authorized to review the decree
itself,'' and not to ``effectively redraft the complaint'' to inquire
into other matters that the United States did not pursue. Microsoft, 56
F.3d at 1459-60.
In its 2004 amendments to the APPA, Congress made clear its intent
to preserve the practical benefits of using judgments proposed by the
United States in antitrust enforcement, Pub. L. 108-237 Sec. 221, and
added the unambiguous instruction that ``[n]othing in this section
shall be construed to require the court to conduct an evidentiary
hearing or to require the

[[Page 30701]]

court to permit anyone to intervene.'' 15 U.S.C. 16(e)(2); see also
U.S. Airways, 38 F. Supp. 3d at 76 (indicating that a court is not
required to hold an evidentiary hearing or to permit intervenors as
part of its review under the Tunney Act). This language explicitly
wrote into the statute what Congress intended when it first enacted the
Tunney Act in 1974. As Senator Tunney explained: ``[t]he court is
nowhere compelled to go to trial or to engage in extended proceedings
which might have the effect of vitiating the benefits of prompt and
less costly settlement through the consent decree process.'' 119 Cong.
Rec. 24,598 (1973) (statement of Sen. Tunney). ``A court can make its
public interest determination based on the competitive impact statement
and response to public comments alone.'' U.S. Airways, 38 F. Supp. 3d
at 76 (citing Enova Corp., 107 F. Supp. 2d at 17).\4\
---------------------------------------------------------------------------

\4\ The 2004 amendments substituted ``shall'' for ``may'' in
directing relevant factors for court to consider and amended the
list of factors to focus on competitive considerations and to
address potentially ambiguous judgment terms. Compare 15 U.S.C.
16(e) (2004), with 15 U.S.C. 16(e)(1) (2006); see also SBC Commc'ns,
489 F. Supp. 2d at 11 (concluding that the 2004 amendments
``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------

VIII. Determinative Documents

There are no determinative materials or documents within the
meaning of the APPA that were considered by the United States in
formulating the proposed Final Judgment.

Dated: June 27, 2025
/s/Chad Mizelle--------------------------------------------------------
Chad Mizelle,
Acting Associate Attorney General

/s/Stanley Woodward----------------------------------------------------
Stanley Woodward,
Counselor to the Attorney General

/s/Ketan Bhirud--------------------------------------------------------
Ketan Bhirud,
Associate Deputy Attorney General

/s/Abigail A. Slater---------------------------------------------------
Abigail A. Slater,
Assistant Attorney General

Roger P. Alford,
Principal Deputy Assistant Attorney General

Omeed Assefi
Mark Hamer
William J. Rinner
Deputy Assistant Attorneys General

U.S. Department of Justice, Antitrust Division, 950 Pennsylvania
Avenue NW, Washington, DC 20530, Tel.: 202-616-1473

[FR Doc. 2025-12887 Filed 7-9-25; 8:45 am]
BILLING CODE 4410-11-P

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