https://www.gov.uk/government/publications/proposed-acquisition-of-arm-limited-by-nvidia-corporation-public-interest-intervention

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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 Digital, Culture, Media & Sport
Published:
    19 April 2021

Documents

[pub-cover-]

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

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