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Nvidia andArm

Part of Arm's value was that no competitor owned it

Francis Ruan

Nvidia agreed in September 2020 to buy Arm from SoftBank for up to $40 billion in cash and stock. In February 2022 the parties abandoned the transaction, and SoftBank kept a $1.25 billion payment Nvidia had made in advance. I think the deal failed because the asset was worth less to the market once an interested party owned it. Arm's licensees accept a common foundation because its owner has no chip of its own to favor.

What each side argued

Nvidia argued that it would keep Arm's open licensing model. A spokesperson said regulators and customers would see the benefits of that plan, and the company's position was that the purchase price alone gave it no incentive to damage the asset (CNBC).

Licensees disagreed. Qualcomm, according to reporting from February 2021, told regulators in several jurisdictions that it feared Nvidia would restrict Arm's licensing, and Microsoft and Google also raised concerns (Fortune). In December 2021 the US Federal Trade Commission sued to block the transaction, alleging that the combined firm would have the means and incentive to “stifle innovative next-generation technologies” (FTC).

Why independence is an asset

Arm licenses its designs to companies that compete with one another. Part of why they build on a common foundation is that Arm makes no chips and has no stake in which of them wins. That neutrality is a property of the asset. It does not appear in Arm's financial statements, and a valuation model has no line for it.

Nvidia builds chips and competes with many of Arm's licensees. Arm would have shown those licensees' designs and plans to a competitor while controlling the terms of their licenses. A hypothetical licensee planning a server processor would have had to ask whether its roadmap was safe with Nvidia as its supplier. Even a sincere promise of fair treatment leaves the licensee exposed, which is why the objection did not depend on Nvidia misusing the position. It depended on the position existing.

How it ended

The termination announcement cited “significant regulatory challenges preventing the consummation of the transaction, despite good faith efforts by the parties.” Huang said that “though we won't be one company, we will partner closely with Arm,” and Son said that SoftBank would “start preparing to take Arm public” (Nvidia and SoftBank announcement). SoftBank listed Arm on Nasdaq in September 2023 at a valuation of about $54.5 billion, above the $40 billion Nvidia had offered.

The strongest objection

The objection comes from Arm's own behavior. In March 2026 Arm announced a server processor of its own, which places it in competition with licensees building Arm-based chips. If neutrality were as valuable as this note claims, an independent Arm would not weaken it, and the licensees' objection to Nvidia would be a matter of degree and not of kind.

That is a fair challenge. The difference between the two cases is that Arm's licensees can still choose whether to keep building on its designs when it competes with them, while a sale to Nvidia would have removed that choice by changing who held the licensing terms. How those licensees respond to Arm's server processor, in the designs they choose over the next several years, will show how much of the original argument survives.

What a reader should take from it

Where part of an asset's value comes from its independence, a sale to an interested party reduces what is being bought. Standards bodies, marketplaces, benchmarks and ratings share the property. A reader evaluating a deal for any of them should ask whether the buyer competes with the asset's customers, because the answer changes the value in a way a price cannot show.

The Trojan Horse engraving

Sources

  1. NVIDIA Corporation, SoftBank Group and Arm Limited, announced 13 September 2020, up to $40bn in stock and cash. Terminated 8 February 2022. The termination statement and the quotations from Jensen Huang and Masayoshi Son are in the joint announcement.
  2. SoftBank retained the $1.25bn prepayment, which it recognized in its own results.
  3. Objections by Qualcomm, Microsoft and Google are as reported by CNBC and Fortune in February 2021. Qualcomm's own submissions to regulators were not published. The FTC's complaint was announced on 2 December 2021.
  4. Arm announced its own server processor in March 2026. Coverage of its availability and timing varies, and it is treated here as directional.