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           OPINION | MERGERS & ACQUISITIONS
                                                                                   Nigel Toon telling The Financial Times the
           Nvidia-ARM:                                                             deal would be “bad for competition, bad for
                                                                                   the market overall, and bad for Britain.”
                                                                                     Cristiano Amon, CEO of Qualcomm (an
           Where Do We Stand?                                                      ARM customer and Nvidia competitor), has
                                                                                   openly questioned the potential neutrality
                                                                                   of an Nvidia-owned ARM. Other concerns
                                                                                   have come from Samsung and Apple. Google
           By Sally Ward-Foxton                                                    and Microsoft, potential adopters of the
                                                                                   ARM architecture in the data center, are also
                                                                                   reportedly against the deal.
                               How is the biggest semiconductor acquisition in history going   On the other hand, ARM customers
                               so far, and what might happen next?                 Broadcom, MediaTek, and Marvell have pub-
                                The potential Nvidia-ARM acquisition has been in the news this   licly expressed support for the acquisition.
                               fall, with Nvidia offering the EU concessions that court its approval   What’s next? The U.S. Federal Trade Com-
                               for the deal. Worth US$40 billion, the deal to buy ARM from Japan’s   mission and China’s State Administration for
                               SoftBank will be the biggest the semiconductor industry has ever   Market Regulation are both scrutinizing the
                               seen — if it goes through.                          deal. The Financial Times has reported that
                                This article was written as Nvidia was awaiting the EU’s decision,   Nvidia submitted an application to Chinese
                               due by Oct. 27. At the time of writing, the European Commission was   regulators sometime in the second quarter but
           still seeking feedback from competitors and customers of the two businesses. Its options are to   that the review could take 12 to 18 months.
           accept the concessions, demand more concessions, or open a four-month investigation, with the   An 18-month review process would put the
           investigation seeming most likely. We don’t know what Nvidia has proposed in its bid to get the   acquisition outside Nvidia’s extended target
           EU’s blessing; such details are normally kept secret ahead of an announced decision.  for closing the deal, which is September 2022.
             ARM is broadly regarded as a jewel in the U.K. technology crown. Earlier this year, Hermann   Will the Chinese ultimately approve the
           Hauser — a founder of Acorn Computers, which spun out ARM — voiced concern over the    transaction? Chinese customers account for a
           acquisition, saying he was worried that ARM’s headquarters might be moved to the U.S.    significant portion of ARM’s sales, and some
           Nvidia has since repeated its commitment to maintaining ARM’s headquarters in the U.K. In a   may have concerns about handing control
           further show of commitment to the U.K. tech industry, Nvidia has announced plans to build a    of ARM to a U.S.-based company as trade
           US$100 million supercomputer in Cambridge (separate from ARM). The supercomputer will   tensions persist between the two countries.
           support British pharmaceutical giants GSK and AstraZeneca as well as cutting-edge research by   And if ARM headquarters moved to the U.S.
           NHS organizations.                                                      (despite Nvidia’s assurances to the contrary),
             Nevertheless, the Nvidia-ARM deal is also under scrutiny from the U.K. government’s    ARM would be subject to U.S. law — and thus,
           Competition and Markets Authority (CMA). Phase 1 of the CMA’s investigation was prompted by   potentially, to controls on sales to certain
           unspecified “national security fears.” This phase kicked off in April and asked for comments from   customers in China.
           competitors and customers; the report noted complaints from ARM customers who compete   Let’s not forget that in 2018, it was
           with Nvidia and are concerned that Nvidia could restrict access to ARM’s cores to further its own   the Chinese regulators who nixed the
           position. Nvidia has offered “behavioral remedies” to ensure that rivals can access ARM’s IP,   Qualcomm-NXP deal, which at the time was
           but the CMA said the proposal did not alleviate its concerns. It therefore launched Phase 2, an   the biggest proposed acquisition in semicon-
           in-depth probe that began in August.                                    ductor history. Could history repeat itself?
             There are many vocal critics who do not want ARM in Nvidia’s hands. British semiconductor   Nvidia’s target to close the deal is March
           unicorn Graphcore, a direct competitor of Nvidia, is in the “against” camp, with Graphcore CEO   2022, with a possible extension to
                                                                                   September 2022. If the deal falls through,
                                                                                   ARM has several options, assuming
                                                                                   SoftBank still wants to recoup its investment.
                                                                                   One would be an IPO: ARM could list on the
                                                                                   London Stock Exchange. Another option,
                                                                                   proposed by Qualcomm’s Amon, would be for
                                                                                   an industry consortium to buy ARM in order
                                                                                   to keep it neutral. Right now, that avenue
                                                                                   seems a little far-fetched.
                                                                                     ARM’s future rests on decisions from reg-
                                                                                   ulators in the EU, U.K., and China — and on
                                                                                   those decisions being made before
                                                                                   September 2022. Citigroup analysts have
                                                                                   raised their estimation of whether the
                                                                                   deal will go through to 30% following the
                                                                                   statements of support from the ARM cus-
                                                                                   tomers mentioned above. Chinese regulatory
                                                                                   approval remains the biggest hurdle, and
                                                                                   September 2022 does not seem that far away. ■

             (Source: ARM)                                                         Sally Ward-Foxton is editor-in-chief of
                                                                                   EE Times Weekend.

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