行业分析师说，联邦贸易委员会针对NVIDIA的诉讼使其400亿美元的购买ARM的前景在危险的半导体行业中扮演了更重要的角色。
The FTC said that it was suing to block the deal on the grounds that it would give NVIDIA unlawful control over Arm technology that hundreds of firms count on to develop chips. The agency alleged it would lead to higher prices, less choice, and reduced innovation, and hobble rivals in markets where NVIDIA competes with Arm-based chips, such as data processing units (DPUs) and Arm CPUs for cloud data centers.
The complaint is part of an escalating global regulatory battle that has also exposed tensions between NVIDIA and rivals such as Qualcomm that are opposed to the deal, which would upend the semiconductor industry.
Industry analysts have warned for months that the deal would likely fall apart after backlash from NVIDIA rivals and Arm partners. But the FTC’s action makes it even more unlikely than it already was, they said.
Lil Read说，研究公司GlobalData的技术分析师说：“ NVIDIA-ARM交易正处于最后的腿。”
“股份的心”
总部位于加利福尼亚州圣克拉拉的公司不接受拟议交易中的失败，并表示将向FTC证明它将促进竞争，不会伤害它，促进创新，而不是扼杀它。
"As we move into this next step in the FTC process, we will continue to work to demonstrate that this transaction will benefit the industry and promote competition,” NVIDIA said in a statement last week.
Previously, NVIDIA CEO Jensen Huang has said he anticipated the deal to close by early 2022.
战略分析高级分析师Sravan Kundojjala表示，在世界范围内发挥作用可能要长得多。他说，NVIDIA在英国和欧盟面临监管手套，增加了几个月的延误，这可能会使这笔交易脱轨。他说，中国也有不确定性，官员也有权阻止收购。
The FTC plans to present its case against the deal at a trial scheduled to begin in August 2022, but it is unclear how long it could take to get a verdict for or against the deal.
J. Gold Associates的创始人兼首席分析师杰克·戈德（Jack Gold）说：“我以前认为这是一项长期交易。”“但是我认为FTC是交易核心的股份，因为这可能会持续多年。”
ARM销售许可证庞大的知识产权库，该库为全球智能手机生态系统提供了支持。世界上每个主要的半导体公司都从苹果和三星在内的ARM购买芯片蓝图。对于NVIDIA来说，这笔交易将把它转变为英特尔更强大的竞争对手之一，因为公司继续为数据中心和个人计算机（例如Apple的Macs）改编ARM的技术。
ARM经常被称为芯片行业的“瑞士”，因为它将其蓝图的许可证出售给数百名客户，而他们却没有竞争，并向任何愿意支付费用的公司出售。
因此，戈德说，一家公司控制教学套装建筑（ISA）的前景在数万筹码的核心中注定不受NVIDIA竞争对手和ARM Partners的不受欢迎。
FTC认为，如果这笔400亿美元的交易结束了，NVIDIA不仅具有能力，而且还会有削弱竞争对手的动机，而不是与他们合作取得成功，因为他们争夺同一业务。
这笔交易也给它巨大的权力who can use Arm’s semiconductor blueprints. NVIDIA has pledged to leave Arm alone in the future and to be unbiased when it comes to customers it competes with.
“But companies change,” Gold told Electronic Design. “They change executives, they change boards, they change priorities. At that point how can you prevent it from happening? There are no guarantees."
Customer Fears
The FTC’s complaint echoes what other industry insiders have said during the last year about the potential pitfalls of giving NVIDIA control over Arm’s technology.
尽管美国制造巨头Broadcom和Marvell支持这笔交易，但其他人则反对。高通对此交易感到疑问，因为Nvidia将颠覆ARM作为中立行业参与者的地位，使自己尽早获得未来的ARM技术。NVIDIA可能会限制对ARM的处理器蓝图的访问权或提高价格的可能性也感到不安。
Concerns over the loss of Arm’s independence have also rattled US technology giants, including Google and Microsoft, both of which are reportedly against the deal.
The US warned that NVIDIA would have access to proprietary information that other companies share with Arm in the process of developing chips. The complaint said that could make firms, including NVIDIA's rivals, hesitant to work closely with Arm to keep their product plans secret, resulting in what the FTC warned could be “a critical loss of trust in Arm and its ecosystem.”
The FTC said the semiconductor giant would also be able to use the information against its rivals, largely by focusing Arm’s research and development on innovations that are more valuable to NVIDIA, leaving its rivals at a disadvantage.
专家说，对于NVIDIA而言，法律挑战并非无法克服，这可以同意挽救该交易的让步。但是目前尚不清楚FTC和其他监管机构改变内心将需要什么。
The regulatory battles in the US and other jurisdictions signal that Arm’s customers, Nvidia’s rivals, and government officials are not convinced NVIDIA would keep Arm independent over the long term, Gold said.
A Global Backlash
The US is the latest jurisdiction to take aim at the deal announced in late 2020. The European Commission, the executive arm of the European Union, launched a full investigation into the deal’s consequences in October.
Margrethe Vestager, head of the commission’s competition arm, said: "Our analysis shows the acquisition of Arm by Nvidia could lead to restricted or degraded access to Arm's IP, with distortive effects in many markets where semiconductors are used.”
The UK, where Arm is headquartered, is also examining the deal more closely. Last month, the UK ordered the Competition and Markets Authority (CMA) to conduct a six-month investigation of the merger over its concerns it could hamper competition in the chip sector. Arm is one of the UK’s most important intellectual property assets, and industry experts said it is very unlikely the country wants it to fall into American hands.
The proposed deal must also be approved by China, where regulators are apparently still assessing the pros and cons of a combination between Arm and one of its licensees. The final verdict is complicated by ongoing trade battles and political tensions between the US and China. Arm has also struggled to resolve a spat with Allen Wu, the former CEO of Arm China, which is throwing more instability into the process.
The FTC said it was cooperating with regulators in other regions, including in Japan and South Korea.
NVIDIA has been battling to fend off regulators since announcing its bid to buy Arm. But attempting to get the green light from government officials often with different priorities has been a challenge for the firm.
“The FTC won’t let it be—nor will the UK CMA or the EU regulator,” Read said. “It’s likely that even if the deal managed to clear those hurdles, Chinese regulators would throw another wrench in the works. Tying the acquisition up for another two years is not in anyone’s interest now—not NVIDIA's, and certainly not Arm’s.”
With or Without Arm
NVIDIA, the largest US semiconductor vendor by market value at about $800 billion, has said the concerns are unfounded, and that it wants to preserve Arm’s neutral status now and into the future. NVIDIA said that Arm’s independence turned it into a juggernaut of the industry, and it would be detrimental to get rid of it. The firm plans to keep any information shared with Arm confidential so it cannot be used inappropriately.
如果接管崩溃，软银和手臂也将获得NVIDIA的12.5亿美元分手费。
The company has also promised to put more money into Arm’s research and development and expand Arm’s offerings to transform it into a more formidable rival in markets dominated by Intel’s X86 architecture like data centers and personal computers.
分析师说，但是这笔交易崩溃并不会损害其作为独立公司的命运。NVIDIA受到对游戏中心市场出售的游戏和人工智能芯片的图形处理器的蓬勃发展的兴起。FTC投诉指出，NVIDIA已经是“世界上最大，最有价值的计算机公司之一”。
专家说，该公司还可以通过像其他所有人一样许可ARM的技术来实现基于ARM的CPU和其他领域的雄心。
“We think Nvidia will be OK with or without Arm,” said Kundojjala.
