Notice

Proposed acquisition of ARM Limited by NVIDIA Corporation: public interest intervention

Notice relating to the proposed acquisition of ARM Limited by NVIDIA Corporation.

• From: Department for Culture, Media and Sport and Department for Digital, Culture, Media & Sport
• Published: 19 April 2021

Documents

Intervention Notice given pursuant to Section 42 of The Enterprise Act 2002

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Intervention Notice given pursuant to Section 42 of The Enterprise Act 2002

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Details

On 13 September 2020, NVIDIA Corporation (NVIDIA) and SoftBank Group (SoftBank) announced an agreement under which NVIDIA will acquire ARM Limited (ARM) from SoftBank in a transaction valued at approximately $40 billion.

Under the terms of the transaction, which has been approved by the boards of directors of NVIDIA, SoftBank and ARM, at closing, NVIDIA will pay in consideration to SoftBank a total aggregate amount of $12bn in cash and $21.5bn in NVIDIA shares. Additionally, SoftBank may receive up to $5bn subject to satisfaction of specific financial performance targets by ARM. NVIDIA will also issue $1.5bn in equity to ARM employees.

Under the powers set out in the Enterprise Act 2002, the Secretary of State for Digital, Culture, Media and Sport is able to intervene on national security grounds. This responsibility is discharged in a quasi-judicial capacity.

On 19 April 2021, the Secretary of State issued a public interest intervention notice (PIIN), confirming that he is intervening in the sale on national security grounds. In reaching this decision, he considered advice received from officials across the investment security community.

The Competition and Markets Authority (CMA) will prepare a report on the competition and national security aspects of the proposed transaction. The CMA has until midnight on 30 July 2021 to complete and submit this report to the Secretary of State.

Published 19 April 2021