Is the merger between NAND flash memory chipmakers Kioxia and Western Digital (WD) , which was expected to be finalized this month, facing a twist? According to media reports, South Korean memory giant SK Hynix is opposing this merger and is considering a collaboration with Japan’s SoftBank to invest in Kioxia.

As reported by Yomiuri Shimbun on the 18th, insiders reveal that the merger negotiations between Kioxia and WD might be at an impasse. Although both sides aimed to reach a merger agreement this month, SK Hynix, which plans to indirectly invest in Kioxia, doesn’t concur with the merger. In anticipation of negotiations collapsing, SK Hynix considers partnering with SoftBank to invest in Kioxia.

Kioxia, a spin-off from Toshiba’s memory business, was sold in 2018 to a Bain-Capital-lead consortium, including SK Hynix, and Hoya. At that time, regulations stipulated that the largest shareholder, Bain, must secure the consent of contributors like SK Hynix to promote this merger. It’s reported that SK Hynix is apprehensive that WD’s dominance will increase in this merger.

Reports suggest that SoftBank is currently bolstering its AI-related ventures. Therefore, by investing and enhancing relationships, SoftBank may secure a stable memory supply from Kioxia and SK Hynix.

Throne Shift for memory business? Mergers May Reshape Rankings

Nikkei reported on the 17th that SK Hynix does not approve of the Kioxia and WD merger. At this stage, SoftBank is not directly involved in the merger talks between Kioxia and WD. Kioxia and WD aim to secure a financing agreement with financial institutions this week to facilitate the merger. However, the lack of consent from SK Hynix may impact negotiations with financial institutions.

The report points out that in the NAND flash market, SK Hynix is the world’s second-largest manufacturer, trailing only Samsung. If Kioxia, the world’s third-largest manufacturer, and WD, the fourth-largest, were to merge, they would nearly match Samsung’s scale. This would create a significant gap between SK Hynix, which holds the third position, and raise concerns for SK Hynix.

Toshiba, currently holding approximately 40% of Kioxia, will also become a shareholder in the holding company, with Kioxia’s President, Nobuo Hayasaka, assuming the role of President for the holding company. Additionally, Kioxia will have the majority of seats on the board, granting substantial operational authority

According to data from TrendForce, In Q2 2023, Samsung leads the NAND memory market with 31.1% market share, while Kioxia holds 19.6%, and Western Digital has 14.7%. After the Kioxia-WD merger, their combined market share could exceed 34.3%, establishing them as the dominant force in the NAND memory market.

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(Image: SK Hynix )

As reported by multiple Japanese media, including Kyodo News, Nikkei, and Asahi Shimbun on the 13th and 14th of this month, negotiations for the merger between NAND flash memory giants Kioxia and Western Digital have reportedly reached the final stages. There is a high likelihood that a merger agreement will be reached within this month, and the newly merged company is expected to be listed on the NASDAQ in the United States. Additionally, the board of the new company will be predominantly controlled by Kioxia.

The primary objective of this business merger is to prepare for the uncertain conditions in the storage market. By expanding their scale and positioning for future investment competition, they aim to fortify their competitive edge.

Specifics of the Agreement are Still under Review

According to the reports, Kioxia and Western Digital will establish a holding company, KIOXIA Holdings. Western Digital’s storage business and Kioxia will be incorporated under this holding company, focusing on the research and production of NAND Flash. It’s worth noting that Western Digital’s hard drive business will remain an independent entity and will not be part of this transaction.

In terms of the merger’s enterprise value-based breakdown, Kioxia will hold 63%, and Western Digital will hold 37%. However, after considering capital adjustments, the final investment ratio in the holding company will be 50.1% for Western Digital shareholders and 49.9% for Kioxia shareholders.

Toshiba, which currently holds around 40% of Kioxia, will also become a shareholder in the holding company. The President of Kioxia, Nobuo Hayasaka, will assume the role of President of the holding company. Furthermore, the majority of seats on the board will be under Kioxia’s control, granting Kioxia substantial operational authority.

Factors and Potential Roadblocks in Kioxia and Western Digital Merger

Previously, it was reported that the headquarters of the holding company would be located in Japan. However, in order to facilitate fundraising for equipment investments, they plan to be listed on the NASDAQ in the United States. Furthermore, there are future plans for a listing on the Tokyo Stock Exchange. When Kioxia and Western Digital merge, Japan’s three major banks, including Mitsubishi UFJ, and the Japan Policy Investment Bank are considering providing financing in the range of 1.5 to 1.9 trillion Japanese yen.

However, the reality of this merger presents challenges, as influential industry competitors may potentially interfere. The finalized agreement will be subject to antitrust reviews in various countries, and the outcome of scrutiny by Chinese antitrust authorities remains uncertain.

According to data from TrendForce, in the Q2 of 2023, in the NAND memory market, Samsung leads with a market share of 31.1%, while Kioxia holds 19.6% and Western Digital maintains a 14.7% market share. Following the merger of Kioxia and Western Digital, their combined market share may exceed 34.3%, positioning them as the dominant force in the NAND memory market.

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• Q2 NAND Flash Revenue Up 7.4%, Anticipated to Exceed 3% Growth in Q3, Says TrendForce

As the Taiwanese IPC (industrial PC) market suffered from deferred orders due to supply chain and logistical disruptions that took place in 1H20, total domestic IPC revenue for 1H20 reached NT$105.4 billion, a 4.7% YoY decrease, according to TrendForce’s latest investigations. However, given that the pandemic was gradually brought under control in 1H21, the market was able to benefit from strong demand from China’s 5G infrastructure rollout, as well as from expanded investments by Europe and the US in public infrastructures such as roads and railways aimed at facilitating an economic recovery. Hence, Taiwan’s IPC revenue for 1H21 reached NT$115.1 billion, a 9.2% YoY increase.

Regarding the financial performances of the top 10 IPC suppliers in Taiwan for 1H21, Ennoconn secured first place with a revenue of NT$42.95 billion, a 16.7% YoY increase. After its acquisition spree that began in 2010, Ennoconn is currently attempting to integrate its various subsidiaries’ technologies and resources in order to make headways in certain emerging technologies, including industrial automation, machine vision, HMI, and cloud services. Going forward, Ennoconn will cultivate its presence in the EV, smart healthcare, and smart retail sectors.

For 1H21, runner-up Advantech posted a revenue of NT$27.37 billion, an 8.2% YoY increase. While Advantech previously favored an acquisition-driven strategy, the company is now expanding into the smart healthcare, smart manufacturing, and smart city sectors primarily through technological partnerships and equity investments. Backed by its WISE-PaaS platform, Advantech continues to expand into the global markets by investing in overseas ISV (independent software vendors) and SI (systems integrators) in the aforementioned sectors.

DFI earned a third-place ranking in 1H21 with a revenue of NT$5.28 billion, a 25.2% YoY increase. After becoming part of the Qisda fleet in 2017, DFI subsequently went on to acquire telecom and information security solutions supplier AEWIN as well as industrial automation vendor Ace Pillar in 2019. These activities culminated in an annual revenue of NT$8.35 billion, an 18.8% YoY increase, for DFI in 2020. DFI currently specializes in smart manufacturing, smart healthcare, and intelligent transportation systems/infrastructures.

AI accelerator suppliers and IPC suppliers work in tandem to clearly define the AI value chain

IPC products have been widely used in AIoT and IIoT applications in recent years due to the proliferation of edge computing. As such, these products have also become the key determinant of how rapidly industries can adopt AI technologies such as machine vision. At the same time, IPC suppliers’ unique position in the mid-stream AI value chain means they are responsible for bridging the gap between upstream AI accelerator suppliers (including Intel, AMD, and Nvidia) and downstream ISV/SI.

With regards to the upstream AI value chain, Intel and AMD acquired independent FPGA suppliers Altera and Xilinx, respectively, in order to achieve more comprehensive heterogeneous computing competencies via horizontal integration. On the other hand, midstream IPC suppliers have been vertically integrating with downstream ISV/SI either independently or collectively through JVs, technological collaborations, strategic alliances, or M&A. For instance, Advantech and ADLINK are now operating on multi-strategy models as well as strategic collaboration models respectively, while Ennoconn and DFI are operating on M&A-oriented models.

On the whole, TrendForce expects that, as AI accelerator suppliers and IPC suppliers push integration forward in the AI value chain, not only will an increasing number of IPC products based on heterogeneous computing platforms be released to market, but emerging AI technologies such as machine vision will also see increased penetration in industrial automation applications. Hence, TrendForce expects annual machine vision revenue to reach US$86 billion in 2025.

In recent years, notebook computer (laptop) brands and processor suppliers alike have been actively adjusting their product strategies and business operations in response to behavioral shifts in the way consumers purchase and use computing devices. While notebook brands jostle for superiority in industrial design with improvements to their product appearances every year, competition in the processor industry has been even fiercer. TrendForce’s investigations indicate that the current competitive landscape in the processor industry consists of three developments, indicated below:

First, competition between AMD and Intel. Not only are both companies focused on expanding their respective ecosystems, but they have also been aiming to conquer the gaming market by releasing new products aimed at gamers this year. Apart from making headways in the PC processor market, AMD has introduced the AMD Advantage Design Framework.

AMD Advantage gaming notebooks are certified to meet standards of performance set by the company. AMD hopes that this certification system will allow it to generate a more consolidated gaming ecosystem while raising its brand equity. Intel, on the other hand, has been cultivating its presence in the creator and 5G notebook markets in an attempt to become the primary driver of digital transformation in the post-pandemic era.

Second, the Nvidia-Arm collaboration. This collaboration took place for the purpose of establishing an AI-enabled reference platform for notebook computers. More specifically, Arm’s CPU/NPU/GPU product stack delivers such wide-ranging AI solutions as real-time recognition, vibration detection, and keyword spotting. Following Arm’s successful foray into the PC segment, Nvidia will speed up its release of notebook products, including CPUs based on the Arm architecture.

Third, Qualcomm’s cross-sector ambitions. By architecting always connected notebooks* with Microsoft and Google, Qualcomm is now leveraging its advantages in 5G technology to prepare for upcoming competition with Intel in the 5G services market.

As the aforementioned companies’ presentations at Computex 2021 would suggest, not only do these processor suppliers possess their own competitive technological advantages, but they also share the common goal of upgrading their gaming competencies, including graphics cards, graphics technologies, and cooling performances.

Some of their current offerings aimed at the gaming market include the AMD RX 6000M, Nvidia RTX 3080 Ti/RTX 3070 Ti GPU, and Intel 11^th Gen Core H45. Interestingly, the AMD Advantage Design Framework, which certifies OEMs’ gaming notebooks based on the AMD platform, represents the company’s intention to challenge Nvidia’s dominance in the gaming market.

After Nvidia announced its US$40 billion acquisition of Arm last September, the partnership is expected to yield considerable technological synergies by way of the two companies’ AI collaboration. TrendForce believes that, in the long term, Arm Cortex CPUs based on the Armv9 architecture will allow Nvidia to break free from the dominance of Intel and AMD in the notebook CPU market. In particular, Nvidia will be able to cultivate its presence in the high-performance notebook market by combining its existing graphics technology with Arm Cortex CPUs.

Qualcomm’s main impetus for entering the notebook market can be attributed to the fact that the pandemic has brought about a new normal in which consumer adherence to notebook products has become increasingly strong. On the whole, Qualcomm’s cross-sector ambition appears to be on the cusp of victory, given the company’s preexisting 5G competencies and its experience in always-connected applications, advanced camera technologies, immersive audio/visual and display experiences, AI acceleration, and power efficiency for smartphones. As a case in point, Qualcomm is set to release Windows on Snapdragon notebooks as its own 5G *always connected PC platform.

It should be noted that Intel has also adopted MediaTek’s 5G chip technology in 5G connected notebooks featuring “Intel 5G Solution 5000”. On the other hand, Qualcomm is also developing mobile processors aimed at the entry-level always connected 4G/5G notebook market. TrendForce expects competition in the always connected market to generate a fresh wave of replacement demand in the mobile computing market.

*Always connected laptops (notebooks): notebooks that feature modem chips and have a constant internet connection much like smartphones. These notebooks can connect to the internet using 4G/5G networks without the need for Wi-Fi.

（Cover image source: Pixabay）