Monday, October 30, 2017
Richard Clemmer, CEO of NXP Semiconductors, during the company’s third quarter financial results announcement, reversed a long-held position in conceding that Qualcomm’s $38 billion acquisition of NXP will not happen — as promised — this year.
The deal, Clemmer admitted, is likely to slip to “early 2018.”
This is the company’s first acknowledgement of the challenges that have built up before the two companies can walk down the aisle. The deal was announced a year ago. Regulators in Europe and China are leaning hard, asking the companies to unload assets — including patents — or negotiate with regulatory agencies for something tangible in return.
Throughout the year, Clemmer stuck to his guns, insisting that all the intrigues surrounding the pending acquisition would not delay its completion. But he backed down Thursday (Oct. 26), saying, “We are working diligently with Qualcomm and the various regulators towards a successful close this year. However, at this point the timetable is very tight and there is a possibility for the closing to occur in early 2018.”
One imminent threat to the deal, and the apparent key to the delay, is the European
Commission’s investigation. The EC has been investigating concerns — raised by the companies’ rivals — that a Qualcomm-NXP union could raise prices and reduce innovation in the chip industry.
In September, Reuters reported that EC antitrust regulators halted for a second time their review of Qualcomm’s $38 billion bid for NXP, demanding more information.
Earlier this month, another Reuters report said Qualcomm is giving up some of NXP’s patents to win EC antitrust approval. The news agency reported that Qualcomm has told regulators it will not acquire NXP’s standard essential patents, which the Dutch company can sell to another buyer. It remains unclear, however, which standard essential patents — owned by NXP — Qualcomm will forgo.
But much of the concern among European chip vendors’ over the Qualcomm-NXP deal appears focused on Near Field Communication (NFC) technology , which NXP co-invented. NXP’s rivals — presumably chip makers like STMicroelectronics — are worried that Qualcomm might bundle NXP’s NFC functions with its application processors, which dominate the global smartphone market. NXP’s rivals fret that such a bundle could squeeze them out, while Qualcomm could hardball them by changing NXP’s IP licensing practices.
To alleviate such worries, Qualcomm has reportedly agreed “not to take legal action against third parties related to NXP’s NFC patents except for defensive purposes.” Qualcomm is also said to have offered an interoperability pledge, allowing rival products to function with NXP’s products. Whether such concessions will satisfy rivals and customers remains unknown. The Commission was getting feedback from all comers, with the implication that it might demand more if the feedback is negative.
Meanwhile, the progress of Qualcomm/NXP’s negotiations with Ministry of Commerce (MOFCOM) in China is unknown. Of all the regulators in the world, though, MOFCOM is regarded as the toughest.
In an interview with EE Times earlier this year, lawyer Ashley Chang, the author of the the Capitol Forum’s subscription-only report, said her report does not conclude that MOFCOM would kill the deal, but she cautioned that MOFCOM could “throw a wrench” by prolonging merger review.
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