After weeks of on-and-off speculation, Nvidia this evening confirmed that it intends to buy chip design giant Arm Holdings for a total of up to $40 billion from existing owner SoftBank, which bought the company for $32 billion in 2016. The boards of all three parties have approved the outline of the deal.
The deal has a couple of intricacies. SoftBank will immediately receive $2 billion in cash for signing the deal. From there, it will receive another $10 billion in cash and $21.5 billion of stock in Nvidia at closing. That stake will be likely just a bit shy of 10% of the company. In addition, SoftBank is slated to earn $5 billion in a mix of cash and stock as a performance-based earn-out. Conditions or timing for that earn-out were not disclosed.
That $40 billion purchase price also includes $1.5 billion in equity compensation for existing Arm employees, which currently number more than 6,000 according to the company. Altogether then, SoftBank is looking at a $38.5 billion payout assuming its earn-out comes through.
Nvidia is buying all of Arm’s product groups except for its Internet of Things division, which was one of several areas where Arm has striven in recent years to expand as it attempts to grow outside of its core mobile chip design business.
Owing to the complex ownership structure and the multiple countries involved, closing is expected to take one and a half years and will require regulatory and antitrust approvals in the U.S., the United Kingdom where Arm is headquartered, China, and the European Union.
Nvidia’s statement made clear that it intends to double down on the United Kingdom as a core part of its engineering efforts, a positioning that almost certainly is designed to placate concerns emanating from Downing Street about the competitiveness of the British economy in tech services following the country’s departure from the EU as it completes Brexit later this year.
Nvidia said that Arm’s offices in Cambridge will expand and that the company intends to “[establish] a new global centre of excellence in AI research at Arm’s Cambridge campus.”
The deal will provide some immediate cash relief to SoftBank, which has been working hard to clean up its balance sheet after a string of high-profile losses. The heavy Nvidia stock component of the deal will see SoftBank returning as a major investor in the company. The Japanese telco had previously held a 4.9% stake in Nvidia in its Vision Fund, which was disposed of in 2019 for a return of $3.3 billion.