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Clear out junk files and repair common Windows errorsFree Scan →Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →NVIDIA did not buy Arm. NVIDIA and SoftBank announced a proposed $40 billion acquisition on September 13, 2020, but terminated the agreement on February 7, 2022, after regulators in the United States, United Kingdom and European Union raised substantial concerns. The transaction never closed. NVIDIA said it kept a 20-year Arm license, SoftBank kept a $1.25 billion prepayment, and Arm began preparing for a public offering.
The deal at a glance
| Item | What the announced agreement said |
|---|---|
| Buyer | NVIDIA |
| Seller | SoftBank |
| Target | Arm, a licensor of processor designs and architectures |
| Announced value | $40 billion in cash and NVIDIA shares; a proposed value, not a completed purchase price |
| Announcement date | September 13, 2020 |
| Regulatory condition | Required approval from relevant competition and other authorities |
| Outcome | Agreement terminated February 7, 2022; the acquisition did not close |
| Termination terms | SoftBank retained a $1.25 billion prepayment; NVIDIA said it retained a 20-year Arm license |
Arm is not primarily a finished-chip or device manufacturer. It licenses processor architectures and designs to companies that build products such as mobile chips, automotive systems, datacenter processors and other electronics. NVIDIA was itself an Arm licensee. That upstream supplier role made the proposal a vertical merger: a company competing in downstream chip markets sought to own an important input used by rivals.
Timeline: announcement to abandonment
- September 13, 2020: NVIDIA and SoftBank announced the proposed $40 billion acquisition, combining cash and NVIDIA stock and making clear that regulatory approvals were required.
- July 2021: The UK Competition and Markets Authority (CMA) sent a report to the Secretary of State. Its initial competition concerns focused on whether the combined company could restrict rivals’ access to Arm intellectual property (IP).
- September 8, 2021: The European Commission received the merger notification.
- October 27, 2021: The Commission opened formal proceedings on the transaction.
- November 2021: The UK Secretary of State referred the transaction to an in-depth Phase 2 investigation covering competition and national-security issues.
- December 2, 2021: The US Federal Trade Commission (FTC) sued to block the deal. Its complaint alleged harms in several markets and risks involving information supplied by Arm licensees.
- February 7, 2022: NVIDIA and SoftBank terminated the agreement, citing significant regulatory challenges.
- February 8, 2022: The CMA said it intended to cancel its investigation. The European Commission recorded NVIDIA’s withdrawal of its notification and abandonment of the concentration.
- February 11–14, 2022: The FTC case record was updated, and the Commission dismissed its complaint after NVIDIA ended the proposed acquisition.
What NVIDIA and SoftBank said they were proposing
The announced transaction valued Arm at $40 billion and would have paid SoftBank with a combination of cash and NVIDIA shares. NVIDIA’s stated strategic rationale was to combine its artificial-intelligence and accelerated-computing capabilities with Arm’s processor technology and broad ecosystem.
Those were the parties’ proposed benefits, not realized results. Because the agreement was terminated, there was no NVIDIA-owned Arm business, no completed purchase price and no post-merger operating record to evaluate.
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Why Arm’s ownership mattered to regulators
Arm’s business model sits between technology design and finished products. It licenses processor technology to many companies, including firms that compete with one another and with NVIDIA. Regulators therefore examined whether an owner that competed downstream could use control of that upstream input to disadvantage customers or rivals.
US: FTC allegations
The FTC’s complaint alleged that the acquisition could harm competition in three worldwide markets where NVIDIA competed using Arm-based products:
- Processors for high-level advanced driver-assistance systems in passenger vehicles.
- Data-processing-unit (DPU) SmartNICs for datacenter servers.
- Arm-based central processing units (CPUs) for cloud providers.
The complaint also alleged that ownership could give NVIDIA access to competitively sensitive information shared by Arm licensees, including rivals. In the FTC’s view, NVIDIA could have weaker incentives to support innovations that threatened its own products or to maintain equal access for competing licensees.
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FTC Bureau of Competition Director Holly Vedova said on December 2, 2021: “This proposed deal would distort Arm’s incentives in chip markets and allow the combined firm to unfairly undermine Nvidia’s rivals.” That statement and the complaint describe the agency’s allegations. They were not a final judicial finding on the merits. After the transaction ended, the FTC dismissed the administrative complaint.
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UK: competition and national security
The CMA’s preliminary view was that the merger could result in a substantial lessening of competition. It said the merged company might have both the ability and the incentive to harm NVIDIA’s rivals by restricting access to Arm IP.
Separately, the UK Secretary of State advanced the matter to a Phase 2 investigation on national-security as well as competition grounds. The national-security referral did not itself establish that a security harm had occurred; it authorized a deeper government review. Once the deal was abandoned, the government confirmed that the CMA intended to cancel its investigation.
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European Union: proceedings ended after withdrawal
The European Commission received the notification on September 8, 2021 and opened formal proceedings on October 27. On February 8, 2022, NVIDIA informed the Commission that it had withdrawn the notification and abandoned the concentration. The EU process therefore ended because the parties withdrew the proposed transaction, not because the Commission issued a final prohibition decision after a completed merits review.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What termination changed—and what it did not
Termination restored the pre-deal ownership structure rather than creating a combined NVIDIA–Arm company. SoftBank retained the $1.25 billion prepayment specified in the termination announcement. NVIDIA said it retained a 20-year Arm license. The announcement does not establish that the license was exclusive, disclose all of its commercial terms or prove that it remains unchanged today.
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Outbyte PC Repair FREERepair Windows errors before they cause bigger problemsFix Now →Outbyte Driver Updater FREEScan for outdated or missing drivers - takes under a minuteDriver Scan →Arm was to prepare for a public offering. The material establishing the transaction and its termination does not establish Arm’s current ownership percentages, current market value or present-day licensing terms after that later process, so those should not be inferred from the failed acquisition.
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How to interpret the competing claims
| Perspective | Claim or concern | Status |
|---|---|---|
| NVIDIA and SoftBank | Combining NVIDIA’s AI and accelerated-computing capabilities with Arm technology could create strategic benefits. | Companies’ rationale for a proposal; never tested through a completed merger. |
| FTC | Control of Arm could harm competition in three markets, expose sensitive licensee information and reduce incentives to support rival innovation. | Allegations in the FTC complaint; not a final merits judgment. |
| UK CMA and government | The merged company might restrict rivals’ access to Arm IP; national-security issues also warranted review. | Preliminary competition concerns and a government referral, followed by cancellation after abandonment. |
| European Commission | The transaction warranted formal merger proceedings. | Proceedings ended after NVIDIA withdrew its notification; no final prohibition decision was issued. |
Did NVIDIA buy Arm?
No. The proposed $40 billion acquisition was terminated in February 2022 before closing. NVIDIA retained a long-term Arm license, but that is different from owning Arm or controlling the company.
Why this case remains important
The dispute illustrates why vertical mergers can draw scrutiny even when the buyer and target do not sell identical products. A supplier of widely licensed processor IP can influence the competitive conditions faced by many downstream companies. Regulators focused on access, information flows and innovation incentives, while the parties presented the transaction as a way to combine complementary technologies. Since the agreement ended, those competing theories were not resolved by a completed merger or a final merits judgment.
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