Nvidia‘s $40 billion purchase of Arm—heralded as the biggest deal in the history of the semiconductor industry—looks dead in the water.
The Federal Trade Commission sued to block the deal Thursday, citing competition concerns and all but killing the prospect of Nvidia (ticker: NVDA) taking over control of the leading chip designer from SoftBank (SFTBY). And while Nvidia has vowed to press ahead, the transaction faces further scrutiny in Europe and China.
So what comes next?
Following news of the FTC’s hammer-blow, analysts at Citibank slashed the probability of the deal going through to 5% from 30%. The chances used to be slim. Now they’re very slim.
“Nobody thinks this is going to close,” Stacy Rasgon, an analyst at Bernstein Research, told MarketWatch Thursday. “The stock didn’t even bobble when the news came out.”
That underscores the fact that analysts have been pessimistic about this for a while.
Last month, Wedbush analyst Matt Bryson outlined how the broker and investment bank continued to believe the proposed coupling wouldn’t be approved. He cited not just regulatory pressure in the U.S., but also China.
“Any concerns about the Arm acquisition closing seem to be having little impact on the stock,” Bryson said at the time. “A lack of an Arm acquisition might have little impact on Nvidia’s momentum.”
Remember: the metaverse, and the potentially lucrative future in virtual worlds that Nvidia is helping create, wasn’t a consideration for investors when the Arm deal was announced.
Since then, Nvidia’s stock has climbed a staggering 165%, from around $120 a share to $320, on the back of a wave of growth optimism covering data centers and cloud computing, artificial intelligence, and, of course, the metaverse.
But it’s not over ‘til it’s over. The deal is still alive, barely, for now.
The thrust of the concerns from the FTC and other regulators is that Arm’s neutrality in the chip industry would be compromised under Nvidia’s ownership. Arm licenses intellectual property to the likes of Apple (AAPL),Amazon (AMZN),Qualcomm (QCOM) and others.
If Nvidia owns Arm, the competition concerns go, then it would have access to competitively sensitive information about Arm’s clients, and Arm would be unlikely to pursue innovations that challenge Nvidia’s interests.
Can these concerns really be addressed?
“We view a potential path forward if Nvidia can present remedies that, among other options, might include creating a ‘Chinese Wall’ between the research and development engine and Arm business contracts in order to ease the regulatory antitrust concerns,” Citibank analysts Atif Malik and Amanda Scarnati said.
A dead deal is likely to hurt SoftBank the most. While the Japanese technology investor would get to keep the $2 billion Nvidia paid up front, which includes a $1.25 billion breakup fee, the $40 billion ticket price actually represented a whole lot more.
That $40 billion figure included what, at the time, was 44.3 million Nvidia shares valued at some $21.5 billion. Since then, Nvidia’s stock has torn higher, making the stock part of a cash-and-stock deal a lot more lucrative.
Nvidia stock was 0.8% lower in premarket trading Friday, slightly outpacing declines in Nasdaq 100 futures.