NVIDIA and SoftBank Group Corp. (SBG) today announced a definitive
agreement under which NVIDIA will acquire Arm Limited from SBG and
the SoftBank Vision Fund (together, “SoftBank”) in a transaction
valued at $40 billion. The transaction is expected to be
immediately accretive to NVIDIA’s non-GAAP gross margin and
non-GAAP earnings per share.
The combination brings together NVIDIA’s leading AI computing
platform with Arm’s vast ecosystem to create the premier computing
company for the age of artificial intelligence, accelerating
innovation while expanding into large, high-growth markets.
SoftBank will remain committed to Arm’s long-term success through
its ownership stake in NVIDIA, expected to be under 10 percent.
“AI is the most powerful technology force of our time and has
launched a new wave of computing,” said Jensen Huang, founder and
CEO of NVIDIA. “In the years ahead, trillions of computers running
AI will create a new internet-of-things that is thousands of times
larger than today’s internet-of-people. Our combination will create
a company fabulously positioned for the age of AI.
“Simon Segars and his team at Arm have built an extraordinary
company that is contributing to nearly every technology market in
the world. Uniting NVIDIA’s AI computing capabilities with the vast
ecosystem of Arm’s CPU, we can advance computing from the cloud,
smartphones, PCs, self-driving cars and robotics, to edge IoT, and
expand AI computing to every corner of the globe.
“This combination has tremendous benefits for both companies,
our customers, and the industry. For Arm’s ecosystem, the
combination will turbocharge Arm’s R&D capacity and expand its
IP portfolio with NVIDIA’s world-leading GPU and AI technology.
“Arm will remain headquartered in Cambridge. We will expand on
this great site and build a world-class AI research facility,
supporting developments in healthcare, life sciences, robotics,
self-driving cars and other fields. And, to attract researchers and
scientists from the U.K. and around the world to conduct
groundbreaking work, NVIDIA will build a state-of-the-art AI
supercomputer, powered by Arm CPUs. Arm Cambridge will be a
world-class technology center.”
“NVIDIA is the perfect partner for Arm,” said Masayoshi Son,
chairman and CEO of SBG. “Since acquiring Arm, we have honored our
commitments and invested heavily in people, technology and R&D,
thereby expanding the business into new areas with high growth
potential. Joining forces with a world leader in technology
innovation creates new and exciting opportunities for Arm. This is
a compelling combination that projects Arm, Cambridge and the U.K.
to the forefront of some of the most exciting technological
innovations of our time and is why SoftBank is excited to invest in
Arm’s long-term success as a major shareholder in NVIDIA. We look
forward to supporting the continued success of the combined
business.”
“Arm and NVIDIA share a vision and passion that ubiquitous,
energy-efficient computing will help address the world’s most
pressing issues from climate change to healthcare, from agriculture
to education,” said Simon Segars, CEO of Arm. “Delivering on this
vision requires new approaches to hardware and software and a
long-term commitment to research and development. By bringing
together the technical strengths of our two companies we can
accelerate our progress and create new solutions that will enable a
global ecosystem of innovators. My management team and I are
excited to be joining NVIDIA so we can write this next chapter
together.”
Commitment to Arm and the UKAs part of NVIDIA,
Arm will continue to operate its open-licensing model while
maintaining the global customer neutrality that has been
foundational to its success, with 180 billion chips shipped to-date
by its licensees. Arm partners will also benefit from both
companies’ offerings, including NVIDIA’s numerous innovations.
SoftBank and Arm are fully committed to satisfying the
undertakings made by SoftBank when it acquired Arm in 2016, which
are scheduled to complete in September 2021. Following the closing
of the transaction, NVIDIA intends to retain the name and strong
brand identity of Arm and expand its base in Cambridge. Arm’s
intellectual property will remain registered in the U.K.
NVIDIA will build on Arm’s R&D presence in the U.K.,
establishing a new global center of excellence in AI research at
Arm’s Cambridge campus. NVIDIA will invest in a state-of-the-art,
Arm-powered AI supercomputer, training facilities for developers
and a startup incubator, which will attract world-class research
talent and create a platform for innovation and industry
partnerships in fields such as healthcare, robotics and
self-driving cars.
Additional Transaction Details Under the terms
of the transaction, which has been approved by the boards of
directors of NVIDIA, SBG and Arm, NVIDIA will pay to SoftBank a
total of $21.5 billion in NVIDIA common stock and $12 billion in
cash, which includes $2 billion payable at signing. The number of
NVIDIA shares to be issued at closing is 44.3 million, determined
using the average closing price of NVIDIA common stock for the last
30 trading days. Additionally, SoftBank may receive up to $5
billion in cash or common stock under an earn-out construct,
subject to satisfaction of specific financial performance targets
by Arm.
NVIDIA will also issue $1.5 billion in equity to Arm
employees.
NVIDIA intends to finance the cash portion of the transaction
with balance sheet cash. The transaction does not include Arm’s IoT
Services Group.
The proposed transaction is subject to customary closing
conditions, including the receipt of regulatory approvals for the
U.K., China, the European Union and the United States. Completion
of the transaction is expected to take place in approximately 18
months.
Conference Call and Webcast Details
NVIDIA will conduct a webcast at 5:30 a.m. PT on Monday, September
14, to discuss the transaction. The webcast is available on
NVIDIA’s Investor Relations website at https://investor.nvidia.com.
A webcast replay and a copy of the webcast presentation materials
will also be available at https://investor.nvidia.com.
About SoftBank The SoftBank Group invests
in breakthrough technology to improve people’s quality of life
around the world. The SoftBank Group is comprised of SoftBank Group
Corp. (TOKYO: 9984), a holding company that includes
telecommunications, internet services, AI, smart robotics, IoT and
clean energy technology providers; Arm Limited, the world’s leading
semiconductor IP company; and the SoftBank Vision Fund, which is
investing up to $100 billion to help extraordinary entrepreneurs
transform industries and shape new ones. To learn more, please
visit https://global.softbank.
About Arm Arm technology is at the heart of a
computing and data revolution that is transforming the way people
live and businesses operate. Our advanced, energy-efficient
processor designs have enabled intelligent computing in 180 billion
chips and our technologies now securely power products from the
sensor to the smartphone and the supercomputer. In combination with
our IoT device, connectivity and data management platform, we are
also enabling customers with powerful and actionable business
insights that are generating new value from their connected devices
and data. Together with 1,000+ technology partners we are at the
forefront of designing, securing and managing all areas of compute
from the chip to the cloud.
About NVIDIA NVIDIA’s (NASDAQ: NVDA) invention
of the GPU in 1999 sparked the growth of the PC gaming market,
redefined modern computer graphics and revolutionized parallel
computing. More recently, GPU deep learning ignited modern AI — the
next era of computing — with the GPU acting as the brain of
computers, robots and self-driving cars that can perceive and
understand the world. More information at
http://nvidianews.nvidia.com/.
For further information, contact:
For
NVIDIA: |
|
Simona Jankowski |
Robert Sherbin |
Investor Relations |
Corporate Communications |
sjankowski@nvidia.com |
rsherbin@nvidia.com |
|
|
For SoftBank: |
|
Sarah Lubman |
|
sarah.lubman@softbank.com |
|
|
|
Jeremy Fielding (U.S.) / Richard Campbell (U.K.) |
|
jeremy.fielding@kekstcnc.com /
richard.campbell@kekstcnc.com |
|
|
|
For Arm: |
|
Phil Hughes |
|
Arm Communications |
|
phil.hughes@arm.com |
|
All statements included or incorporated by reference in this
communication, other than statements or characterizations of
historical fact, are forward-looking statements within the meaning
of the federal securities laws. These forward-looking statements
are based on NVIDIA’s current expectations, estimates and
projections about its business and industry, management’s beliefs,
and certain assumptions made by NVIDIA and Arm, all of which are
subject to change. Forward-looking statements can often be
identified by words such as “anticipates,” “expects,” “intends,”
“plans,” “predicts,” “believes,” “seeks,” “goals,” “likely,”
“might,” “project,” “target,” “estimates,” “may,” “will,” “should,”
“would,” “could,” “potential,” “continue,” “ongoing,” or similar
expressions, and variations or negatives of these words. Certain
statements in this press release including, but not limited to,
statements as to the proposed transaction and acquisition of Arm by
NVIDIA, including statements regarding the benefits and impact of
the transaction and what the combined companies will offer and
create, the timing, price and closing conditions of the
transaction; statements regarding the companies’ products and
markets; creating the world’s premier computing company; driving
innovation for customers; NVIDIA expanding Arm’s presence in the
U.K.; future plans for the business of the combined companies; the
financial impact of the transaction; the numbers of computers
running AI and what it will create; the combined company being
positioned for the age of AI, advancing computing and its ability
to innovate; Arm’s contributions to technology markets; the
combined company being at the center of expanding AI computing;
NVIDIA turbocharging Arm’s R&D capacity and offering GPUs and
AI technology to the Arm ecosystem; Arm remaining headquartered in
the U.K., what it will become and how NVIDIA will expand and invest
there; SoftBank’s investments and support for the combined
business; Arm and NVIDIA’s vision, how it will address the world’s
issues and how the combined companies will accelerate progress,
create solutions and enable innovators; Arm management joining
NVIDIA; continuing Arm’s business model and how its partners will
benefit; SoftBank and Arm remaining committed to satisfying
SoftBank’s undertakings from its Arm acquisition; Arm’s
intellectual property remaining registered in the U.K.; NVIDIA
retaining the name and identity of Arm; the equity to be issued to
Arm employees; SoftBank’s expected ownership stake in NVIDIA; and
how NVIDIA intends to finance the transaction are forward-looking
statements that are subject to risks and uncertainties that could
cause results to be materially different than expectations.
These forward-looking statements are based on current
expectations and are not guarantees of future results. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this presentation, including the
following, among others: the risk that the transaction may not be
completed in a timely manner or at all, which may adversely affect
NVIDIA’s business and the price of its stock; uncertainties as to
the timing of the consummation of the transaction and the failure
to satisfy the conditions to the consummation of the transaction,
including the receipt of certain governmental and regulatory
approvals; the potential for regulatory authorities to require
divestitures, behavioral remedies or other concessions in order to
obtain their approval of the proposed transaction; the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement; the effect of the
announcement or pendency of the transaction on NVIDIA’s business
relationships, operating results, and business generally; delays,
disruptions or increased costs in the integration of Arm’s
technology in existing or new products; expected financial benefits
and other benefits of the transaction may not be realized;
integration of the acquisition post-closing may not occur as
anticipated, and the combined company’s ability to achieve the
growth prospects and synergies expected from the transaction, as
well as delays, challenges and expenses associated with integrating
the combined company’s existing businesses may incur; litigation
related to the transaction or otherwise or limitations or
restrictions imposed by regulatory authorities may delay or
negatively impact the transaction; unanticipated restructuring
costs may be incurred or undisclosed liabilities assumed; attempts
to retain key personnel and customers may not succeed; risks
related to diverting management’s attention from NVIDIA’s ongoing
business operations; the business combination or the combined
company’s products may not be supported by third parties; actions
by competitors may negatively impact results; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the transaction; the short- and
longer-term effects of the COVID-19 pandemic; and there may be
negative changes in general economic conditions in the regions or
the industries in which NVIDIA and Arm operate and other risks
described in NVIDIA’s filings with the Securities and Exchange
Commission (“SEC”). In addition, please refer to the documents that
NVIDIA files with the SEC on Forms 10-K, 10-Q, and 8-K. These
filings identify and address other important risks and
uncertainties that could cause events and results to differ
materially from those contained in the forward-looking statements
set forth in this presentation. Actual results are subject to other
risks and uncertainties that relate more broadly to NVIDIA’s
overall business, including those more fully described in NVIDIA’s
filings with the SEC. In addition, the foregoing review of
important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and
NVIDIA’s filings with the SEC. These forward-looking statements are
not guarantees of future events or performance and speak only as of
the date hereof. Except as required by applicable law, NVIDIA does
not undertake any obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise. NVIDIA can give no assurance that the conditions to
the transaction will be satisfied.
© 2020 NVIDIA Corporation. All rights reserved. NVIDIA and the
NVIDIA logo are trademarks and/or registered trademarks of NVIDIA
Corporation in the U.S. and/or other countries. Other company and
product names may be trademarks of the respective companies with
which they are associated. Features, pricing, availability, and
specifications are subject to change without notice.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/02fa9902-268a-4449-81f7-17102b2ae9d7
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