U.S. Federal Trade Commission Sues to Block Nvidia's Planned Arm Acquisition

[Analog Kid]

What you and @Analog Kid are suggesting is precisely what Nvidia is promising not to do - to turn ARM into Nvidia’s personal CPU division. Nvidia’s entire position to get this through regulators rests on ARM remaining independent from them - Nvidia as a customer would get no special treatment and ARM would continue to operate as a neutral party.

It’s not just Qualcomm who have objected. They’ve just been the loudest. And the FTC are not overly fond of Qualcomm right now having just lost to them in court. And neither are all the other regulators who have had run ins with Qualcomm and are currently investigating the deal. Anyway Microsoft, Google, and others have objected as well. I should note that not every ARM customer has even beyond Apple.

Also I should separate this out from my personal feelings: having Nvidia’s deep pockets bankrolling ARM development wouldn’t be the worst thing in the world. I’d actually like to see that in many respects. But the implications are pretty obvious for why regulators are looking at this in askance.

Nvidia doesn’t need to buy ARM to have a CPU division. The already have one. Not designing their own *cores* isn’t the same thing as not designing their own *CPUs*. And, again, Nvidia has promised not to use development of upcoming core designs or information shared with ARM to get a leg up on its competitors. The FTC is simply saying that promise isn’t good enough, the conflicts of interest are too great with too much at stake. Apparently the FTC’s board’s decision was unanimous.

Now maybe the Brits, the EU, the Japanese, and the Chinese will come to different conclusions. Maybe the courts will come to a different conclusion as well if it goes there. But this was always going to be a tough hurdle to overcome and the only thing truly surprising is that it’s the US who filed first.

I'm not sure where you're getting your information about Nvidia's intent here. You seem so confident that I assumed they must have made public statements on the subject. When I searched though it doesn't seem that you've been arguing really aligns with what they're saying.

They do present this as a means to better compete with x86 in the market, particularly for AI applications (the G in GTC stands for AI...). They propose to do this by bringing Nvidia's AI assets (read: GPUs) to Arm. They state an intention to leverage the Arm licensing program to distribute their own IP. I'm not sure where you're getting your information from that Nvidia has other plans.

Now I don't think we should take Nvidia at their word, that would be foolish. I don't think we should assume they're not going to do what they're proposing because that's cynical in equal measure. I also don't think we should assume that government regulators are coming to the right conclusions, because these deals get at least as political as they are economic. My point has simply been that, while I generally don't like massive mergers like this, this seems aligned with what it would take for these companies to remain abreast of industry trends-- so is potential knock on effects to the competitiveness of third parties worth the risk of leaving Arm and Nvidia in less individually competitive positions.

I'd imagine Qualcomm has a similar level of access to Arm IP as Apple does, meaning this doesn't really affect either of them technologically. I'm not sure Apple needs Arm anymore, frankly. If Qualcomm reached down deep, they could probably get by without them as well. I don't see how Nvidia benefits from killing the goose here though. They make a more viable competitor to x86 if they're one of several suppliers. I'd imagine this worries Qualcomm more because it makes Nvidia more competitive, not because it makes Qualcomm less competitive.

 

[crazy dave]

I'm not sure where you're getting your information about Nvidia's intent here. You seem so confident that I assumed they must have made public statements on the subject. When I searched though it doesn't seem that you've been arguing really aligns with what they're saying.

They do present this as a means to better compete with x86 in the market, particularly for AI applications (the G in GTC stands for AI...). They propose to do this by bringing Nvidia's AI assets (read: GPUs) to Arm. They state an intention to leverage the Arm licensing program to distribute their own IP. I'm not sure where you're getting your information from that Nvidia has other plans.

Now I don't think we should take Nvidia at their word, that would be foolish. I don't think we should assume they're not going to do what they're proposing because that's cynical in equal measure. I also don't think we should assume that government regulators are coming to the right conclusions, because these deals get at least as political as they are economic. My point has simply been that, while I generally don't like massive mergers like this, this seems aligned with what it would take for these companies to remain abreast of industry trends-- so is potential knock on effects to the competitiveness of third parties worth the risk of leaving Arm and Nvidia in less individually competitive positions.

I'd imagine Qualcomm has a similar level of access to Arm IP as Apple does, meaning this doesn't really affect either of them technologically. I'm not sure Apple needs Arm anymore, frankly. If Qualcomm reached down deep, they could probably get by without them as well. I don't see how Nvidia benefits from killing the goose here though. They make a more viable competitor to x86 if they're one of several suppliers. I'd imagine this worries Qualcomm more because it makes Nvidia more competitive, not because it makes Qualcomm less competitive.

Nvidia and ARM both made promises that Nvidia would not get early access to ARM’s IP or any information regarding ARM’s customers but nothing in the proposal actually enforces that.

Arm exec says 'firewalls' will protect customer info after Nvidia deal

If Nvidia Corp <NVDA.O> buys Arm Ltd from SoftBank Group Corp <9984.T>, Arm will keep "firewalls" in place to ensure the data center chip company does not access confidential information from Arm's customers or get early access to Arm's products, a top Arm executive told Reuters on Tuesday.

www.reuters.com

While Qualcomm is just starting their own core development team they are much more reliant on ARM core IP than are Apple. So are many of the hyperscalers and many other ARM customers. Chips with ARM cores number in the billions per year and with AI and data center at stake, this is bigger than just “can Nvidia develop its own CPUs” … which it can and is doing so without having bought ARM.

It isn’t just about ensuring that the current market isn’t harmed, which is still a concern since what is good for Nvidia will not always be what is good for the market, but also what competition in future and developing markets looks like. ARM is bigger than just Android CPUs. The question is why does Nvidia need to *own* the farm. There other avenues they could pursue eg:

https://twitter.com/x/status/1466569251360161792

I think people would’ve felt better if Nvidia had actually put something in place beyond promises to actually enforce the firewalls that they’re promoting. But then that would negate, at least in part, your desire to see them fully integrated as Nvidia’s CPU team. That would not be healthy for the market. And again Nvidia does have a *CPU* team, what they don’t have is a custom *core* team. If they felt they needed such a thing instead of using ARM cores they could develop that on their own. It would take time, but they don’t need all of ARM to become their own personal core designers.

 

[maxoakland]

🍿 here. Hot buttery 🍿 here.

This isn’t just a popcorn watching event, it’s a huge case that could define the future of industry. We need to start breaking up big tech (and other) behemoth companies, and stopping all mergers is a step in the right direction

 

[mjtomlin71]

I still don't think it will be as bad as everyone makes it out to be.

You would have to pay someone. Be it ARM direct today or Nvidia tomorrow. Again, what difference does it make? Plenty of companies own other companies and they don't prevent their previous business from continuing just like before. DellEMC for instance. They owned (past tense) the majority share of VMware. Didn't stop VMware from being compatible with HPE or Lenovo, or any other server manufacture. Same for EMC storage. Still works with other vendors. It doesn't "have" to be all for Nvidia. Just a note that I'm not favoring Nvidia's purchase here. I would rather ARM stand on it's own. But, again I can understand if they can't do that. Or if SoftBank can't continue to own it do to other financial reasons. I do believe they have a right to sell the company even though it's a de facto standard to the world. I'm still pissed we don't have 3dFX anymore. And we just have to deal with AMD and Nvidia for Graphics for like the past however long it's been. But, that's business.


Softbank (which owns it currently) could change how they want ARM to function today. So, it really doesn't matter who owns it. In a perfect world sure, a kind hearted non-profit with deep pockets would own everything and resell the licenses at very fair and reasonable prices to anyone that wanted it. We can't protect every business anymore than we can force one's into existence.

Well, I'm sorry you fail see the huge advantage this would give Nvidia over any and every competitor. It would give them more leverage over the industry than any other company. ARM is not a standard and is not subject to FRAND licensing terms, so Nvidia would be free to coerce competitors into any agreement they wanted. And don't think for a minute that if/when Nvidia's GPU business hits the floor, they won't start using that leverage. The only advantage Nvidia gains from acquiring ARM is control. They, like all other companies, are free to license ARM designs and ISAs, which by the way, they already do.

Look, I'm not saying Nvidia is evil are even has bad intentions...I'm saying there's a possibility of this going bad real quick if Nvidia ()or any company) was pushed into a corner. And you're right, we can't protect EVERY business, but the industry needs to be protected from any one company gaining too much power over the industry.

 

[locoboi187]

A regulator that is finally waking up.

Nah SoftBank just complained to the FTC

 

[szw-mapple fan]

The idea that the many of America's tech giants (Google, Twitter, etc,) among the most competitive sectors of the US economy are completely locked out of the Chinese market, while China builds domestic copycat companies that then seek to expand overseas, is absolutely wild and has no historical precedent.

This is a misconception. These American tech companies you listed made the choice not to comply with Chinese internet security laws so they are not allowed inside the Chinese firewall. Whether you agree with these laws are beside the point, but saying that they are locked out by the Chinese government is disingenuous considering they made the choice to not comply and operate in China. Social networks like LinkedIn works without issues and Microsoft and Apple services are allowed inside China as well. Services that are compliant like Google Maps are also working just fine. The fact that Google and Facebook both had China compliant versions of their services being readied for release a couple of years ago before all the backlash also shows this point. If they weren't reasonably sure that they would be able to release in China they would not have poured so much resources into developing them.

 

[the8thark]

I don't think it will affect Apple at all, one way or the other. Apple likely has its own roadmap independent of ARM.

I heppen to agree here. After Apple left 6800, then left PPC, then left Intel - I am sure Apple realise using other people's chip work means you are beholden to their slow hardware progress and high licensing fees. Apple doing it all on their own means they avoid all of this. It does not matter who own who if Apple is no longer wanting anything to do with any of them.

Apart from that small ARM license Apple uses, the only other big player Apple needs is Qualcomm. Apple would have a tough time moving away from them, as we know Qualcomm will sue if anything Apple does in the WiFi and wireless space is even 1% similar to anything Qualcomm has the patents for. I feel this is the next big challenge Apple's lawyers have to overcome.

 

[MacBH928]

I thought the deal went through and done?

Shouldn't UK stop this? Nvidia is in USA and ARM in UK , how can the US tell Nvidia what they can or can not by in UK or elsewhere?

Plus its not a monopoly, you still have Apple, Intel, IBM, Qualcomm, AMD buildings chips. There might be more. Google is building their chips now too. There is also the new RISC-V.

 

[cmaier]

I thought the deal went through and done?

Shouldn't UK stop this? Nvidia is in USA and ARM in UK , how can the US tell Nvidia what they can or can not by in UK or elsewhere?

Plus its not a monopoly, you still have Apple, Intel, IBM, Qualcomm, AMD buildings chips. There might be more. Google is building their chips now too. There is also the new RISC-V.

1) the UK also has taken steps to oppose
2) as a US company, nVidia is subject to US laws, regulations, and administrative actions.
3) the issue isn‘t that it is a monopoly - the issue is that nvidia buying Arm could end up destroying the thriving competitive SoC market. Apple, qualcomm, nvidia, samsung, mediatek, NXP, etc. etc., all use Arm intellectual property. If nvidia starts using the information it gets from the customers to help its own products, that would be a problem. If nvidia starts keeping arm IP for itself and not licensing it, that could be a problem. If nvidia increases the price of Arm licenses so that it‘s own products are more competitive, that could be a problem.

 

[djphat2000]

Well, I'm sorry you fail see the huge advantage this would give Nvidia over any and every competitor. It would give them more leverage over the industry than any other company. ARM is not a standard and is not subject to FRAND licensing terms, so Nvidia would be free to coerce competitors into any agreement they wanted. And don't think for a minute that if/when Nvidia's GPU business hits the floor, they won't start using that leverage. The only advantage Nvidia gains from acquiring ARM is control. They, like all other companies, are free to license ARM designs and ISAs, which by the way, they already do.

Look, I'm not saying Nvidia is evil are even has bad intentions...I'm saying there's a possibility of this going bad real quick if Nvidia ()or any company) was pushed into a corner. And you're right, we can't protect EVERY business, but the industry needs to be protected from any one company gaining too much power over the industry.

I'm more of the opinion that GOV'T should not block such mergers. Since it isn't like say AMD being sold or bought out by Intel or something. ARM does not have to do business the way they are currently. They could just stop, and going forward say we are making designs that are not licensable or for anyone else to use. And they should be free to do so. They are free to make bad decisions and go out of business for it. Someone else could come along and purchase the patents and make whatever they wish with it. And be total bastards about it too. We can't force any business to stay in business or to remain as they have been indefinitely. Nor can we stop progress. As things/times change, we need to adapt.

What I'm getting at here is that perhaps Softbank wants to profit off their holdings of ARM. Nvidia is willing to pay what they want for it. IF, and that is the post part of the deal. IF, Nvidia was to block licensing deals or change terms on the countless other manufactures that rely on ARM tech designs or what have you. That should be brought up on anti-trust charges. IF, again IF that is needed/merited/etc. We can't operate on the possibility of IF they break a promise. IF I hand you a gun are you going to shoot someone? So long as you haven't broken a law, I can't anticipate the you WILL break a law. Even if it's Nvidia.

AMD purchased ATi. To me, it's the same thing. Nvidia is purchasing a CPU company as they are lacking in that regard. AMD purchased a Graphics company, because it was lacking in that area. Now, yes they could just license the damn thing and make what they wish. But, they have an option to purchase it outright. And since no one stopped AMD from getting ATi. Why shouldn't Nvidia be allowed to purchase ARM? Each of them has their proprietary "stuff" be it a hardware design or combination of hardware and software to make them special. If they can't make it in house, M&A's is how it's done in the real world.

 

[DeepIn2U]

A regulator that is finally waking up.

Waking up to what really?

A company that has completely and fully innovated from day 1, and has been working with ARM chips, creating them, in various fields/industries, dare I saw more than ANY other company and regulatory waking up to what?

Deals currently in place will remain by law(s) globally and contract binding, thus Nvidia will not stifle innovation of ARM in any way.

Sad really. All these regulatory checks and balances and (ignorance - racial from the UK due to Nvidia's CEO's heritage claiming an 'international security risk' lol) is actually stifling innovation at Arm.

Name me one other company based on their actions and moves in the last 10 yrs could do better for Arm and the industry globally? Apple? yeah right.

 

[mjtomlin71]

I'm more of the opinion that GOV'T should not block such mergers. Since it isn't like say AMD being sold or bought out by Intel or something. ARM does not have to do business the way they are currently. They could just stop, and going forward say we are making designs that are not licensable or for anyone else to use. And they should be free to do so. They are free to make bad decisions and go out of business for it. Someone else could come along and purchase the patents and make whatever they wish with it. And be total bastards about it too. We can't force any business to stay in business or to remain as they have been indefinitely. Nor can we stop progress. As things/times change, we need to adapt.

What I'm getting at here is that perhaps Softbank wants to profit off their holdings of ARM. Nvidia is willing to pay what they want for it. IF, and that is the post part of the deal. IF, Nvidia was to block licensing deals or change terms on the countless other manufactures that rely on ARM tech designs or what have you. That should be brought up on anti-trust charges. IF, again IF that is needed/merited/etc. We can't operate on the possibility of IF they break a promise. IF I hand you a gun are you going to shoot someone? So long as you haven't broken a law, I can't anticipate the you WILL break a law. Even if it's Nvidia.

AMD purchased ATi. To me, it's the same thing. Nvidia is purchasing a CPU company as they are lacking in that regard. AMD purchased a Graphics company, because it was lacking in that area. Now, yes they could just license the damn thing and make what they wish. But, they have an option to purchase it outright. And since no one stopped AMD from getting ATi. Why shouldn't Nvidia be allowed to purchase ARM? Each of them has their proprietary "stuff" be it a hardware design or combination of hardware and software to make them special. If they can't make it in house, M&A's is how it's done in the real world.

So you wouldn't have a problem of say, Apple buying TSMC?

 

[Krizoitz]

Wouldn’t be surprised if Apple filed the objection to ARM being bought out by Nvidia considering how much they hate them for graphics card disaster, resulting in FTC suing Nvidia.

Did you not even read the article? Qualcomm filed the objection.

 

[djphat2000]

So you wouldn't have a problem of say, Apple buying TSMC?

Considering the reverse of something similar was true. IE. AMD creating and spinning off Global foundries. I would absolutely not have an issue with that. Intel, for example produces CPU's and other items for other customers. They also want to be a bigger foundry to compete against TSMC and or whomever else is out there.

If we remove the fact that this would very likely not happen. I wouldn't have any issue with that sale/purchase. And before (just in case) anyone states well, that "could" lead Apple to disrupting other TSMC business/customers by delaying other orders for their own priority. Or even say "sabotaging" other customers orders. That would be a possibility, but again without it actually happening. I wouldn't be in favor of preventing said sale.

Again, it would never happen. But, if it did. Super honey Ice tea. I would buy as much Apple Stock as I could.