Picture: 123RF/sashkin7
Picture: 123RF/sashkin7

San Francisco/Tokyo — Nvidia agreed to buy SoftBank’s chip division Arm for $40bn, taking control of some of the most widely used electronics technology in the semiconductor industry’s largest-ever deal.

Nvidia will pay $21.5bn in stock and $12bn in cash for the UK-based chip designer, including a $2bn payment at signing. SoftBank may receive an additional $5bn in cash or stock if Arm’s performance meets certain targets, the companies said on Sunday in a statement. An additional $1.5bn will be paid to Arm employees in Nvidia stock.

SoftBank shares surged about 9% on Monday on news of the deal and renewed talks for the company going private. Shares of Nvidia were up about 6% at 6:11am in New York during premarket trading.

Arm’s importance far outweighs its revenue, which comes from licensing chip fundamentals and selling processor designs. Its technology is at the heart of the more than 1-billion smartphones sold annually. Chips that use its code and its layouts are in everything from factory equipment to home electronics.

“It’s a company with reach that’s just unlike any company in the history of technology,” Nvidia CEO Jensen Huang said in an interview. “We’re uniting Nvidia’s leading AI computing with Arm’s vast ecosystem.”

The acquisition is fuelled by the drive to bring artificial intelligence to everything that has an on-switch, the CEO said. Having succeeded in selling Nvidia’s graphics chips to owners of data centres to speed up image recognition and language processing, Huang is looking to make sure his technology helps spread that to everything from self-driving vehicles to smart meters. ​

​The initial payment from Nvidia marks a small premium over the $31.4bn that SoftBank paid to acquire Arm in 2016, previously the semiconductor industry’s biggest deal. The Japanese company is expected to own less than 10% of Nvidia after the transaction, according to the statement.

Regulatory approvals may well prove challenging. The companies said signoffs are needed from China, the UK, EU and US authorities and may take as long as 18 months. China’s approval may be particularly difficult given rising tensions with the US.

​“Now Arm will become a US firm, and the conflict over semiconductors between the US and China is becoming fierce as China still controls Arm China,” said Koji Hirai, head of M&A advisory firm Kachitas  in Tokyo.

In comments after the deal announcement, Huang said his team “fully expects to spend time with the regulatory bodies in China”, but have every confidence in getting approval for the takeover.

Another major concern is whether the acquisition will upset Arm’s relationships with customers such as Apple  and Intel. The chip designer has been able to work with a broad range of partners in part because it didn’t compete with them.

“We would imagine the bulk of Arm’s current licensees will be (no pun intended) up in arms,” Sanford C  Bernstein analysts including Stacy Rasgon wrote in reaction to the news.

Huang said he will preserve Arm’s neutrality and wants to expand its client list. He argued Nvidia is spending a lot of money for the acquisition and has no incentive to do anything that would cause clients to walk away.

Arm CEO Simon Segars told reporters on a call early on Monday that he “had dialogue with many of our customers as the various rumours swirled around.”

He said it was important that ARM is able to maintain its current business model “to continue to serve the licensees who’ve been so loyal to us over the years”.

Under Huang, Nvidia has risen rapidly up the ranks of technology companies in market value and influence. Already the dominant force in graphics chips that make video games more realistic, Nvidia has carved out a slice of the market for data centre chips and is moving into self-driving vehicles.

Cambridge, UK-based Arm has created a successful niche for itself by being independent. Fierce rivals such as Apple, Intel, Samsung Electronics, Qualcomm, Broadcom  and Huawei Technologies  are all licensees.

The acquisition by Nvidia, also a licensee, is a challenge to that neutrality. SoftBank’s purchase four years ago went ahead largely uncontested because the Japanese company wasn’t a competitor to any of Arm’s customers.

One client that will be directly challenged is Intel. Huang said a priority will be investing in Arm’s efforts to design chips for data-centre computing. While he’s carved out a $3bn niche in the business of supplying Alphabet’s Google and Facebook with graphics processors that help with their artificial intelligence workloads, Huang said he wants to speed up the adoption of Arm-based central processors, or CPUs. That is a lucrative market dominated by Intel, which has about 90% share.

Nvidia announced it will keep Arm’s headquarters in the UK and will invest in a new facility there to push forward AI research, educate customers and provide a place for experimentation in robotics and automation. Huang said that commitment demonstrates how the acquisition will add to the UK’s technology footprint rather than detracting from it.

SoftBank’s sale of Arm unwinds another strategic investment in favour of boosting liquidity and enabling founder Masayoshi Son to focus on the more tactical investing he has said he wants to pursue.

Nvidia’s Huang runs a company that’s captured the attention of investors like few others in the past decade. Like Son, he is a charismatic leader espousing a long-term vision of where technology is heading. The Taiwan-born entrepreneur is more engineering-focused than his Japanese counterpart, though, and often publicly delves into the minutiae of semiconductor and computer science.

His latest successful recasting of Nvidia’s technology involves the processing of AI work done in data centres. The company’s chips are among the best at breaking up the manipulation of data into small pieces and then executing that in parallel at high speed.

Huang will also get a large footprint in the mobile industry and smartphones. A previous attempt by Nvidia to break Qualcomm’s dominance of that business failed. The biggest rival to Qualcomm in smartphone processors is Apple’s internal effort. Those two companies are among Arm’s biggest customers. Even without a presence in mobile, Nvidia’s value has soared in the past decade. The stock, which ended 2010 at $15.42 a share, closed on Friday at $486.58. That’s given it a market value of just more than $300bn, almost $100bn more than Intel, the world’s largest chipmaker with seven times the revenue of Nvidia.


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