UK to Intervene on National Security Grounds on NVIDIA (NVDA) and Arm Deal

April 19, 2021 8:06 AM EDT

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(Updated - April 19, 2021 8:08 AM EDT)

Intervention Notice given pursuant to Section 42 of The Enterprise Act 2002

Wereas the Secretary of State has reasonable grounds for suspecting that, as a result of the proposed acquisition by the NVIDIA Corporation (Nasdaq: NVDA) (a corporation incorporated under the laws of Delaware with commission file number 0-23985) of all of the allotted and issued ordinary shares of ARM Ltd (a company incorporated and registered in England and Wales with the company number 02557590), it is the case that arrangements are in progress which, if carried into effect, will result in the creation of a relevant merger situation as defined in section 23 of the Enterprise Act 2002 (“the Act”), in that:

(a) two or more enterprises will cease to be distinct;

(b) in the course of the enterprises ceasing to be distinct, a person or group of persons will bring a relevant enterprise (as defined in section 23A of the Act) under their ownership or control; and

(c) the value of the turnover in the United Kingdom of the enterprise being taken over exceeds £1 million.

Whereas no reference of the merger has been made under section 33 of the Act, nor has any decision been made not to make such a reference, nor is any reference prevented from being made by virtue of section 33(3)(za) or (a) of the Act.

Whereas the Secretary of State believes that it is or may be the case that a public interest consideration is relevant to a consideration of the relevant merger situation.

Now, therefore, the Secretary of State in exercise of his powers under section 42(2) of the Act hereby gives this intervention notice.

The Secretary of State believes that it is or may be the case that the interests of national security, being a public interest consideration specified in section 58(1) of the Act, are relevant to a consideration of the relevant merger situation.

Under and in accordance with section 44 of the Act, the Competition and Markets Authority is required to investigate and report by midnight at the end of 30 July 2021.

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