Nvidia announced plans to acquire Cambridge-based Arm back in September 2020 in a deal worth $40 billion. As two of the biggest names in chip manufacturing, the deal naturally caught the attention of competition regulators around the world.

In November 2021, UK Digital Secretary Nadine Dorries decided to block the merger pending the results of a 24-week ‘Phase 2’ investigation.

Wouldn’t an IPO be an alternative to all of this?

Arm has been struggling from relatively flat revenues and rising costs despite the huge success of the company’s licensees such as Apple, Qualcomm, and Amazon. Arm’s current owner, SoftBank, considered and subsequently rejected the idea of pursuing an IPO (Initial Public Offering) of the company in 2019 and again in early 2020.

Simon Segars, CEO of Arm, explained: “We contemplated an IPO but determined that the pressure to deliver short-term revenue growth and profitability would suffocate our ability to invest, expand, move fast, and innovate.”

In addition, Arm’s largest market, mobile, is saturated and it could be difficult for Arm to crack the datacentre and PC markets in the face of strong incumbents like Intel and AMD that have established ecosystem of developers, software, systems, and peripherals, and profits that enable them to make large R&D investments.

“These observations are not criticisms of Arm’s technology or engineering team. Arm has great engineering talent in the areas where it focuses. But as a standalone IP licensing business, and without access to further capital, Arm has inherent scale, scope, and economic limitations that would impact Arm’s future as a standalone licensing firm,” reads the response.

Addressing competition concerns

Nvidia believes that its acquisition would provide Arm with the resources to move forward in the face of limited options. Capital markets. meanwhile, would expect Arm to cut costs to maximise the company’s value.

“Nvidia is particularly concerned that these pressures would drive Arm to deprioritize datacenter and PC and to instead focus on its core mobile and growing IoT businesses. The result would be a concentrated CPU market largely controlled by Intel/AMD (x86),” the response continues.

The company goes on to say that soaring profits for Arm’s customers are not a win for the company or for competition. Nvidia argues the “industry titans will be powerful and competitive, no matter what path Arm takes” and “the question at hand is whether regulators will approve the transaction and allow Arm to take the steps needed to enable others to compete.”

Nvidia highlights that it was SoftBank that approached the company about the potential of acquiring Arm rather than the other way around. Nvidia says it will continue to support x86 as it has a vested interest – building platforms such as Omniverse on such systems – but thinks that it can help Arm build a viable alternative ecosystem that will increase options and encourage the x86 giants to innovate.

Arm’s future as a British tech icon

From the UK’s perspective, another major concern was the impact on jobs and even the company’s future in the country. Hermann Hauser, the founder of Arm, once suggested the acquisition would be “surrendering the UK’s most powerful trade weapon to the US”.

In a binding offer, Nvidia committed to expanding Arm’s engineering teams in the UK—including a pledge to create a new group dedicated to creating purpose-built CPU IP for datacentres and PCs.

Nvidia chose to build its Cambridge-1 supercomputer in the UK, which was seen by many as a bid to show its commitment to the country. The firm also opened a new AI centre in Cambridge—home to an increasing number of exciting startups in the field such as FiveAI, Prowler.io, Fetch.ai, and Darktrace.

“We will create an open centre of excellence in the area once home to giants like Isaac Newton and Alan Turing, for whom key Nvidia technologies are named,” said Nvidia CEO Jensen Huang at the time.

“Here, leading scientists, engineers and researchers from the UK and around the world will come to develop their ideas, collaborate and conduct their ground-breaking work in areas like healthcare, life sciences, self-driving cars, and other fields.”

No incentive to foreclose

The final major concern around the acquisition is that the merged entities will refuse or restrict the licensing of future IP to give Nvidia a competitive advantage.

Nvidia points to the emergence of RISC-V and other alternatives to Arm that could become preferable “if the Merged Entity were to refuse to license future datacenter IP as soon as it can”. However, it says that would be many years down the road as “customers already have the IP in their possession, and it will be many years before their contracts are up for renewal”.

Furthermore, Nvidia says that it would have no economic incentive to foreclose:

“NVIDIA knows that such a strategy would be self-defeating, and has no incentive to pursue it. The Decision does not explain why any downstream customer would embrace a sole-source ecosystem. Even x86 has always had two bona fide suppliers (Intel and AMD), and now, x86 is licensable to anyone.”

It also says that Arm’s customers are Nvidia’s customers and any attempt to foreclose would damage its own business and reputation.

While regulators have been mulling whether or not to approve the deal, Nvidia says that Arm’s competition has been exploiting the delay to continue expanding their offerings.

Nvidia makes some fairly solid arguments in its response, but whether they’re enough to woo regulators is another question. It’s not just the UK’s regulator examining the deal, but also respective agencies from the US, China, and EU.

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Arm plays a critical role in the global technology supply chain with its designs used for edge AI chips and processors for smartphones, tablets, desktops, and servers.

It’s of little surprise that Nvidia wants to bring Arm under its wing and is willing to pay $40 billion (£29 billion) for it.

Global regulators, including in the UK and EU, have launched investigations into the deal due to the widespread implications.

Holly Vedova, Director of the Bureau of Competition at the FTC, said in a statement:

“The FTC is suing to block the largest semiconductor chip merger in history to prevent a chip conglomerate from stifling the innovation pipeline for next-generation technologies.

Tomorrow’s technologies depend on preserving today’s competitive, cutting-edge chip markets. This proposed deal would distort Arm’s incentives in chip markets and allow the combined firm to unfairly undermine Nvidia’s rivals.

The FTC’s lawsuit should send a strong signal that we will act aggressively to protect our critical infrastructure markets from illegal vertical mergers that have far-reaching and damaging effects on future innovations.”

The complaint highlights that Nvidia already uses Arm’s designs for areas including DPU SmartNICs, CPUs for cloud computing, and advanced driving systems. The FTC is concerned that Nvidia would have an incentive to use its acquisition of Arm to limit competitors’ access to new designs.

Some of Nvidia’s rivals have offered to invest in Arm if it helps the company to remain independent.

Dr Lil Read, Analyst at GlobalData, commented:

“The Nvidia-ARM deal is on its last legs. The regulatory environment is much tougher now since Qualcomm has formed a consortium to invest in ARM.

The FTC won’t let it be – nor will the UK CMA or the EU regulator. It’s likely that even if the deal managed to clear those hurdles, Chinese regulators would throw another spanner in the works.

Tying the acquisition up for another two years is not in anyone’s interest – not Nvidia’s, and certainly not ARM’s. There could be hope for ARM if a non-chip firm recognises this opportunity for vertical integration – a trend that we increasingly see with the likes of Tesla and Apple.”

Arm founder Hermann Hauser even suggested the merger would amount to “surrendering the UK’s most powerful trade weapon to the US”.

Last month, UK Digital Secretary Nadine Dorries ordered the CMA (Competition & Markets Authority) to launch a “Phase Two” probe into the proposed merger.

As part of its ‘Phase One’ report, the CMA determined the merger has the possibility of a “substantial lessening of competition across four key markets”. Those markets are data centres, the Internet of Things, automotive, and gaming.

The CMA now has 24 weeks to conduct Phase Two of its investigation.

Nvidia, for its part, has promised to work with UK regulators to alleviate concerns. The company has already pledged to keep Arm in the UK and hire more staff.

“Arm is an incredible company and it employs some of the greatest engineering minds in the world,” said Jensen Huang, CEO of Nvidia. “But we believe we can make Arm even more incredible and take it to even higher levels.”

Today’s decision by the FTC to launch a lawsuit makes the likelihood of the merger proceeding ever more remote.

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The CMA (Competition & Markets Authority) has been investigating whether the deal is anti-competitive. In August, it declared the deal does indeed raise “serious competition concerns”.

Arm founder Hermann Hauser went further and suggested the merger would amount to “surrendering the UK’s most powerful trade weapon to the US”.

Among the concerns are that Nvidia could limit competitors’ access to key technologies. The CMA claims to have received “a substantial number” of concerns from rivals and some have even offered to invest in Arm if it helps the company to remain independent.

Dorries has ‘quasi-judicial’ powers under the Enterprise Act 2002 to intervene in mergers on public interest grounds.

As part of its ‘Phase One’ report, the CMA determined the merger has the possibility of a “substantial lessening of competition across four key markets”. Those markets are data centres, Internet of Things, the automotive sector, and gaming.

Beyond the impact on competition, evidence provided from departments across government have also led the Secretary of State to deem that national security could be harmed from the merger and warrants further investigation.

“I have carefully considered the Competition and Market Authority’s ‘Phase One’ report into NVIDIA’s proposed takeover of Arm and have decided to ask them to undertake a further in-depth ‘Phase Two’ investigation,” commented Dorries.

“Arm has a unique place in the global technology supply chain and we must make sure the implications of this transaction are fully considered. The CMA will now report to me on competition and national security grounds and provide advice on the next steps.”

The CMA now has 24 weeks to conduct Phase Two of its investigation, although this could be extended by eight weeks if necessary. Upon receiving the report, the Digital Secretary could take action to remedy any adverse effects to the public interest or refer it back to the CMA.

David Bicknell, Principal Analyst, and Dr Lil Read, Analyst, on the Thematic Research Team at GlobalData, commented:

“This latest government probe is another nail in the coffin for the proposed merger between Nvidia and Arm. With proceedings likely to extend into late 2022 at the earliest, Nvidia should just abandon the deal and focus on its future away from Arm.

Ordering a security review signals that the UK government doesn’t want this bid to succeed. Couple this with an already underway EU investigation and the further prospect of a China referral, and Nvidia faces some tough questions. It is unlikely it will want the continued uncertainty of a bid that is going nowhere.

We think it is time for Nvidia to move on, and for Softbank to return Arm to where it found it—the stock market.

Nvidia’s future beyond Arm extends into the metaverse, a virtual world where users share experiences and interact in real-time within simulated scenarios. Nvidia is already targeting the metaverse as a key pillar of its future – a wise decision as GlobalData believes it will be the next big technology megatheme.”

Nvidia, for its part, has promised to work with UK regulators to alleviate concerns. The company has already pledged to keep Arm in the UK and hire more staff.

The company’s announcement of a new AI centre in Cambridge last year – which features an Arm/Nvidia-based supercomputer, set to be one of the most powerful in the world – was expected to be part of a bid to show UK regulators of the firm’s commitment to the country.

“Arm is an incredible company and it employs some of the greatest engineering minds in the world,” said Jensen Huang, CEO of Nvidia. “But we believe we can make Arm even more incredible and take it to even higher levels.”

“We want to propel it – and the UK – to global AI leadership.”

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Nvidia has put in a $40 billion offer to acquire Cambridge-based Arm, which designs a large proportion of the chips that end up in devices.

“AI is the most powerful technology force of our time and has launched a new wave of computing,” said Jensen Huang, founder and CEO of NVIDIA, when the acquisition was announced.

“In the years ahead, trillions of computers running AI will create a new internet-of-things that is thousands of times larger than today’s internet-of-people. Our combination will create a company fabulously positioned for the age of AI.”

While the UK’s Competition and Markets Authority decided in August that the deal “raises serious competition concerns”, it’s taken until this week for the European Commission to launch its own investigation.

Both regulators are in agreement that Nvidia could make business very difficult for its competitors by charging higher royalties or withholding rights to some of Arm’s designs.

European Commission Executive Vice-President Margrethe Vestager, responsible for competition policy, said: 

“Semiconductors are everywhere in products and devices that we use every day as well as in infrastructure such as datacentres.

Whilst Arm and NVIDIA do not directly compete, Arm’s IP is an important input in products competing with those of NVIDIA, for example in datacentres, automotive, and in the Internet of Things.

Our analysis shows that the acquisition of Arm by NVIDIA could lead to restricted or degraded access to Arm’s IP, with distortive effects in many markets where semiconductors are used.

Our investigation aims to ensure that companies active in Europe continue having effective access to the technology that is necessary to produce state-of-the-art semiconductor products at competitive prices.”

The Commission says it will also investigate the potential impact of Arm’s R&D spending being refocused on products that are most profitable for Nvidia, at the detriment of competitors relying on Arm IP elsewhere.

Nvidia submitted commitments to the European Commission on 6 October 2021 to address some of the initial concerns, but the Commission deemed them insufficient.

“We are working closely with the European Commission through the regulatory process,” said an Nvidia spokesperson. “We look forward to the opportunity to address their initial concerns and continue demonstrating that the transaction will help to accelerate Arm and boost competition and innovation, including in the EU.”

In the UK, Nvidia has made several promises in a bid to woo regulators—including pledging to keep the business in the UK and hire more staff.

Nvidia also recently announced a new AI centre in Cambridge – home to an increasing number of leading startups in the field such as FiveAI, Prowler.io, Fetch.ai, and Darktrace – that features an Arm/Nvidia-based supercomputer, set to be one of the most powerful in the world. Nvidia says the centre demonstrates its commitment to the UK.

However, Arm founder Hermann Hauser recently warned that “surrendering the UK’s most powerful trade weapon to the US” would be “making Britain a US vassal state”.

The CMA, for its part, reports that it’s received a “substantial number” of concerns from Nvidia’s competitors. Some of Nvidia’s rivals have even offered to invest in Arm if it helps the company to remain independent.

The European Commission now has until 15 March 2022 to approve or reject the deal.

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A $40 billion merger of two of the biggest names in chip manufacturing was always bound to catch the eye of regulators, especially when it’s received such vocal opposition from around the world.

Hermann Hauser, Founder of Arm, even suggested that “surrendering the UK’s most powerful trade weapon to the US is making Britain a US vassal state”. As the UK continues to sign post-Brexit trade deals as part of its “Global Britain” endeavour and seeks to join such growing economic partnerships as the CPTPP, it’s a strong argument.

Given the size of the acquisition and its potential impact, UK Culture Secretary Oliver Dowden referred the deal to the Competition and Markets Authority (CMA) and asked the regulator to prepare a report on whether the deal is anti-competitive.

The executive summary of the CMA’s report was now been published.

Andrea Coscelli, chief executive of the CMA, said:

“We’re concerned that Nvidia controlling Arm could create real problems for Nvidia’s rivals by limiting their access to key technologies, and ultimately stifling innovation across a number of important and growing markets. This could end up with consumers missing out on new products, or prices going up.

The chip technology industry is worth billions and is vital to products that businesses and consumers rely on every day. This includes the critical data processing and datacentre technology that supports digital businesses across the economy, and the future development of artificial intelligence technologies that will be important to growth industries like robotics and self-driving cars.”

As the global tech industry continues to struggle from a chip shortage, further restricting access to new developments would provide a double-hit that’s bound to impact businesses and their consumers.

Rivals have understandably also raised concerns, of which the CMA claims to have received “a substantial number”. Some of Nvidia’s competitors have offered to invest in Arm if it helps the company to remain independent.

Nvidia, for its part, has promised to work with UK regulators to alleviate concerns. The company has already pledged to keep the business in the UK and hire more staff. Nvidia also announced a new AI centre in Cambridge –  home to an increasing number of leading startups in the field such as FiveAI, Prowler.io, Fetch.ai, and Darktrace – that features an ARM/Nvidia-based supercomputer, set to be one of the most powerful in the world.

Following receipt of the CMA’s report, Dowden will now make a decision on whether to ask the CMA to conduct a ‘Phase Two’ investigation.

An executive summary of the CMA’s report is available here.

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