In the context of an increasingly intense global economic landscape and technological competition, the semiconductor industry, as the cornerstone of modern information technology, has reached an unprecedented strategic position. In recent years, the wave of artificial intelligence, the restructuring of global supply chains, and the deep strategic games of industrial policies among various countries have collectively pushed the semiconductor industry to a crossroads of transformation and integration. In this process, mergers and acquisitions (M&A) have not only become a core business means for companies to achieve technological leaps, expand market share, and optimize resource allocation, but have increasingly evolved into an important tool for geopolitical and national industrial strategy games.
This article aims to combine the market dynamics of global semiconductor M&A with typical cases in the semiconductor M&A field, in order to provide industry participants with forward-looking and practical legal guidance.
Data and Characteristics of Domestic Semiconductor M&A
According to Wind data statistics, in 2024, there were 31 semiconductor M&A events in China that were publicly announced for the first time, among which mergers in the analog chip and semiconductor materials sectors were the most frequent, totaling 14, accounting for nearly half of the total.
From the perspective of the acquirers, the analog chip sector is particularly active. According to reports from the First Financial Daily, among the semiconductor M&A events disclosed for the first time in 2024, seven acquirers came from the analog chip sector, including well-known companies such as KET, Hynix, Jingfeng Mingyuan, and Naxin Micro. For example, Jingfeng Mingyuan acquired control of Sichuan Yichong through a private placement, with both companies focusing on the power management chip sector. This acquisition helps both parties achieve business synergy, enrich product lines for mobile phones and automobiles, and form complementary advantages in customers and supply chains.
The semiconductor materials sector also has its share of M&A cases. In 2024, seven semiconductor materials companies initiated mergers, three of which were upstream silicon wafer manufacturers, namely Lianwei Micro, TCL Zhonghuan, and Youyan Silicon. Additionally, two companies provided raw materials for semiconductor manufacturing equipment, namely Zhongjuxin and Aisen Co., while the other two companies provided raw materials for semiconductor packaging. Besides M&A within the semiconductor industry, four companies from the pharmaceutical, chemical, trade, and precious metals sectors also cross-acquired semiconductor assets, which have attracted widespread attention. Furthermore, Changdian Technology, as a leading packaging and testing enterprise, has also drawn attention for its two M&A events: one is the acquisition of 80% of Shengdie Semiconductor for 4.5 billion yuan, and the other is a change in its own control, with China Resources Group acquiring its control for 11.7 billion yuan.
In 2025, China’s semiconductor industry is set to experience a new wave of M&A restructuring driven by policy support and rising AI demand. According to publicly available data from the A-share market, in the first half of 2025 alone, there were over 23 M&A cases in the domestic semiconductor industry, with a total transaction amount reaching 400 billion yuan, a 38% increase compared to the same period in 2024.
The current heat of M&A in the semiconductor industry is a result of both internal technological drivers and external geopolitical and policy variables.
– Case Study –
Taking the acquisition of ChipSource Micro by North China Huachuang as an example, this transaction fully utilized the policy guidance of the “Guiding Opinions on Doing a Good Job in the ‘Five Major Articles’ of Finance” and the “Six M&A Guidelines,” achieving the first integrated circuit industry chain “A-controlled A” on the Sci-Tech Innovation Board.
In March 2025, Sci-Tech Innovation Board listed company ChipSource Micro and Shenzhen Main Board listed company North China Huachuang announced that North China Huachuang is acquiring 17.9% of ChipSource Micro’s shares through an agreement and reorganizing ChipSource Micro’s board of directors to gain control over ChipSource Micro.
North China Huachuang is a leading semiconductor equipment company in the A-share market, while ChipSource Micro is a domestic leader in coating and developing equipment and single-wafer wet processing equipment. Both belong to the integrated circuit equipment industry, but their product layouts differ significantly, providing strong complementarity. Through cooperation, they can promote the process integration of different equipment and collaboratively provide customers with more complete and efficient integrated circuit equipment solutions.
The trends and characteristics of M&A transactions in China’s semiconductor industry over the past two years are mainly as follows:
(i) Filling gaps in the business chain, achieving industrial chain integration and upgrading, and enhancing the overall competitiveness of existing businesses remain the primary purposes of M&A transactions;
(ii) Following the introduction of the “Six M&A Guidelines,” cross-industry mergers have gradually become active, with many listed companies turning their attention to semiconductor enterprises to explore various business possibilities and seek new business growth curves;
(iii) Semiconductor companies facing the risk of failed or hopeless IPOs have become relatively attractive targets in the M&A market.
Challenges of M&A Under Global Regulatory Tightening
From the perspective of the global semiconductor industry’s development, in recent years, global semiconductor M&A transactions have primarily been characterized by cross-border mergers, with acquirers enhancing market recognition through overseas layouts. Among them, M&A in the software sector has been the most concentrated, especially in the EDA design field, where Synopsys acquired Ansys for $35 billion, further intensifying the monopoly in this field. In the AI chip sector, NVIDIA has strengthened its hardware-software synergy by acquiring four software startups, promoting cost reduction and efficiency in AI chips; AMD has also enhanced its competitiveness in AI software and servers by acquiring Silo AI and ZT Systems, narrowing the gap with NVIDIA.
In stark contrast to the market heat, the regulatory environment for global semiconductor M&A is becoming increasingly stringent, with geopolitical factors becoming a key variable in the success or failure of transactions. The global export controls and sanctions led by the United States continue to escalate, adding legal barriers to cross-border mergers involving key semiconductor technologies; the antitrust reviews and national security reviews of major global economies are becoming increasingly strict, significantly increasing the uncertainty of semiconductor M&A transactions.
Escalation of Export Controls and Sanctions
The strategic sensitivity of the semiconductor industry makes it a core regulatory target for various countries’ policies. Cross-border semiconductor M&A not only faces traditional item controls but also encounters threefold challenges of upgraded technology blockade lists, strengthened end-use controls, and expanded long-arm jurisdiction, leading to an exponential increase in the complexity of legal risk assessments for M&A transactions.
Taking the United States as an example, in recent years, the U.S. has continuously escalated export control measures against China’s semiconductor technologies and products under the guise of “national security,” posing the most direct and substantial obstacles to cross-border M&A transactions. The U.S. has implemented strict controls on semiconductor manufacturing equipment, EDA tools, advanced computing chips, etc., through the CHIPS and Science Act and its subsequent implementation rules.
The continuously revised Export Administration Regulations (EAR) by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) represent the most stringent regulatory upgrade in recent years, with core contents including but not limited to: (i) expanding the entity list, which includes several Chinese semiconductor-related companies; (ii) broadening controlled items to include semiconductor manufacturing equipment; (iii) strengthening the Foreign Direct Product Rule (FDPR); (iv) explicitly prohibiting U.S. citizens and green card holders from supporting the “development” or “production” of specific advanced semiconductors in China without permission.
These measures not only directly restrict Chinese companies from acquiring advanced U.S. technologies but also profoundly impact M&A transactions involving non-U.S. target companies (but whose products or technologies contain U.S. components) through the FDPR’s long-arm jurisdiction, creating significant uncertainty for due diligence, closing execution, and post-merger integration. In the context of semiconductor M&A, although these regulatory measures are not explicitly recorded in public information as official reasons for directly “blocking” a specific transaction, the substantial obstacles they create are undeniable. For instance, in a potential cross-border M&A, if the target company possesses advanced technologies governed by U.S. EAR or has a high proportion of business in China, the acquirer must carefully assess whether that part of the business will become worthless due to sanctions, or even put the entire merged entity at risk of being sanctioned.
In recent years, countries such as the United States, Japan, and the Netherlands have continuously upgraded their export control policies targeting the semiconductor industry, forming a multilateral coordination mechanism characterized by “small courtyard and high walls”. The United States, through BIS, has led and promoted cooperation among allies to establish an export control system covering key links such as advanced manufacturing equipment, EDA tools, photolithography machines, materials, and design software. Japan and the Netherlands have also cooperated under this framework to strengthen controls in areas such as photolithography equipment, thin film deposition equipment, and scanning electron microscopes. This multilateral coordinated export control strategy makes it difficult for target countries to evade sanctions through a single path, effectively curbing their ability to acquire advanced semiconductor technologies.
Antitrust Review
As semiconductors are regarded as a core strategic industry and a “choke point” in technological development, China’s State Administration for Market Regulation (SAMR), as the antitrust enforcement agency, focuses on more than just the concentration of market share when reviewing semiconductor M&A it delves deeper into the potential impact of transactions on China’s local semiconductor industrial ecosystem. From the review data, although SAMR’s overall approval rate is high, this does not mask its stringent review of significant transactions in a few key areas. For complex cases that enter the substantive review stage, the review period may last over one year.
Japan and South Korea’s antitrust reviews also reflect their unique national considerations. Japan places semiconductors at the core of its “economic security”, and its reviews not only focus on domestic market competition but also remain highly vigilant against transactions that may harm its technological advantages and industrial foundation.
A notable feature of the Japan Fair Trade Commission’s review is that even if a transaction does not meet the statutory reporting threshold, it may still intervene or encourage parties to voluntarily consult if it believes the transaction could significantly impact market competition (especially in digital markets or areas involving key technologies).
This proactive and flexible review stance effectively grants regulatory agencies greater discretion to address transactions that may eliminate future potential competitors through “kill acquisitions”.
The South Korean Fair Trade Commission’s focus is similarly influenced by its industrial structure and historical experience. South Korea has an absolute advantage in the memory chip sector but is highly dependent on upstream equipment and materials.
In 2019, the Japanese government announced strengthened scrutiny and control over semiconductor industrial materials exported to South Korea, excluding South Korea from the trade “white list,” including three critical raw materials in semiconductor production: fluorinated polyimide, photoresist, and hydrogen fluoride, profoundly shaping South Korea’s prioritization of supply chain stability and technological autonomy.
When reviewing M&A transactions, the South Korean Fair Trade Commission will carefully assess whether the transaction will exacerbate its dependence on specific technologies or suppliers.
Convergence and Tightening of National Security Reviews Across Countries
Major economies such as China, the United States, the European Union, the United Kingdom, and Japan have established or strengthened foreign investment national security review mechanisms. Taking the United States as an example, the passage of the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) marked a comprehensive upgrade of the U.S. foreign investment security review system. The Committee on Foreign Investment in the United States (CFIUS) expanded its review scope from M&A to non-M&A equity investments and greenfield investments, covering non-controlling investments and certain real estate transactions, especially those involving critical technologies, critical infrastructure, and sensitive personal data. Additionally, FIRRMA introduced a “mandatory reporting procedure,” requiring investors “associated with foreign governments” to report investments in specific fields to CFIUS.
In the sensitive field of semiconductors, any cross-border transaction involving a change of control will almost certainly trigger national security reviews in one or more jurisdictions. These reviews not only focus on traditional national defense security but also extend to broader areas such as technological leadership, supply chain resilience, and critical infrastructure security. This means that a cross-border semiconductor M&A transaction often needs to simultaneously address antitrust and national security “dual reviews”, significantly increasing the complexity of legal procedures and the unpredictability of outcomes.
Typical Cases of Semiconductor M&A
Case 1: Synopsys Acquires Ansys
On January 16, 2024, Synopsys announced its acquisition of industrial simulation software company Ansys for approximately $35 billion, making it one of the largest M&A deals in the global semiconductor and technology sectors in 2024. Both companies are leaders in their respective fields, and the merger is expected to create an integrated solution from chip design to system simulation, meeting the demands of emerging technologies such as artificial intelligence and high-performance computing for complex design tools.
However, this transaction has triggered antitrust reviews globally. Major jurisdictions such as the United States, China, the European Union, and the United Kingdom have initiated review procedures for this transaction. The core concern of regulators is that the high overlap between Synopsys and Ansys in multiple sub-markets may reduce market competition, harm customer interests, and stifle technological innovation. The UK Competition and Markets Authority pointed out that the combined market share of the two companies in optical design software, photonic design software, and register-transfer level (RTL) power analysis software exceeds 70%, which poses a monopoly risk in certain markets. Additionally, the Chinese State Administration for Market Regulation also identified significant market concentration risks in the optical software, photonic software, and RTL power analysis tools sectors, particularly in the Chinese market, where the combined market share of both companies is nearly 70%, far exceeding international antitrust warning lines.
To obtain regulatory approval, Synopsys and Ansys proposed an asset divestiture plan. In accordance with the requirements of the UK Competition and Markets Authority, the Federal Trade Commission (FTC), and the European Commission, both parties agreed to divest their respective businesses in optical design software and RTL power analysis software to a competitive third party, Keysight Technologies, aiming to address the monopoly risks posed by this acquisition and maintain effective competition in the relevant markets. This asset divestiture plan was accepted by regulatory authorities in Europe and the United States and ultimately received approval. The FTC also appointed a monitor and an asset divestiture trustee to oversee compliance with the agreed terms and prevent the companies from failing to complete the divestiture as required. In China, the State Administration for Market Regulation further strengthened the protection of local supply chain security during the review process.In addition to requiring the divestiture of relevant businesses, it also explicitly required both companies to provide products and services to Chinese customers on the principles of “fair, reasonable, and non-discriminatory,”ensuring the continuation of interoperability agreements, prohibiting bundling sales or setting discriminatory terms, and safeguarding the fulfillment of existing customer contracts. This approach reflects the considerations of Chinese regulatory authorities in protecting local industrial security.
On July 17, 2025, Synopsys announced the completion of its acquisition of Ansys. This case, due to its antitrust reviews across multiple major jurisdictions and sophisticated legal responses, constitutes a textbook-level global regulatory compliance case. In the current context of tightening global regulations and deepening geopolitical influences, transactions attempting to reshape the industrial landscape through M&A must conduct comprehensive assessments of global antitrust risks in advance and design forward-looking and actionable legal response strategies.From a legal text perspective, to cope with the regulatory pressures from antitrust agencies, the M&A transaction agreement can define the extent of efforts both parties must make to obtain global regulatory approvals, clarifying the responsibilities and obligations of both parties in communicating, negotiating, and even litigating with regulatory agencies, including the upper limits of asset divestiture, decision-making authority, etc., to balance transaction certainty and potential risks. Furthermore, the divestiture plan, as one of the measures to address the monopoly risks posed by the acquisition, is undoubtedly a complex legal project. Legal teams need to assist companies in accurately defining the scope of divested assets, including intellectual property, code, employees, and customer contracts, and drafting asset purchase agreements with buyers, designing transitional service agreements to ensure that the divested business can transition smoothly and maintain independent market competitiveness.
It is worth noting that the progress of this transaction was also influenced by geopolitical factors. Previously, following a series of U.S. export control measures, BIS had notified the top three EDA software vendors globally, including Synopsys, to cease providing services to China. After negotiations in the U.S.-China economic and trade consultation mechanism, Synopsys received a notification from BIS to regain access to EDA software services in China. The subtle changes in U.S.-China technology relations and the uncertainty of U.S. export control policies may affect the approval pace of Chinese regulatory authorities,thus the parties involved in the M&A process must not only focus on legal texts but also possess the ability to judge the macro environment to address potential geopolitical risks.
Case 2: Wingtech Technology Acquires Nexperia
Wingtech Technology Co., Ltd. (“Wingtech”)’s acquisition of Nexperia B.V. (“Nexperia”) is a typical example of a “snake swallowing an elephant” cross-border M&A, with its complex transaction structure, extensive legal jurisdictions involved, and high political and legal risks making it a landmark case for Chinese enterprises acquiring overseas high-tech assets.
The transaction structure of this case was not achieved in one step but adopted a “step-by-step acquisition + diversified financing” cautious strategy to ensure cash flow safety under the large transaction volume, ultimately enabling Wingtech to successfully acquire control of Nexperia, one of the top three semiconductor standard device suppliers in the world. The design of this transaction structure fully utilized various financing tools from domestic and foreign capital markets, adopting a combination of equity and debt financing schemes, financing separately at both the Wingtech and target levels, effectively aligning Wingtech’s payment capabilities with the diverse interests of the transaction counterparties, providing a reliable path for the gradual and stable advancement of the transaction within an efficient, compliant, and risk-controlled framework. The total transaction amount was 26.7 billion yuan, with Wingtech’s own and raised funds amounting to 2.35 billion yuan, obtaining a domestic bank acquisition loan of 3.5 billion yuan, introducing strategic investors’ equity contributions of 9.541 billion yuan, and borrowing 1.015 billion yuan from strategic investors, completing a total of 6.497 billion yuan in matching funds (of which 4.3 billion yuan was for payment, and the remaining part could repay bank loans and supplement working capital), with a maximum of $1.5 billion in overseas syndicate loans (of which $823.5 million was for payment).Notably, Wingtech’s use of overseas syndicate loans as an overseas financing strategy broke the traditional “internal guarantee for external loans” financing method, with Wingtech using the subsidiary of the target enterprise as the guarantor and providing pledge guarantees with the subsidiary’s equity, successfully obtaining overseas loans without providing any guarantees from the acquirer, thus avoiding the risk of its own equity being pledged.
As the most typical legal obstacle in this acquisition, CFIUS’s national security review was a constant concern. Since Nexperia has operations in the United States, this acquisition inevitably fell under CFIUS’s jurisdiction. According to publicly disclosed information, the parties to the transaction anticipated this significant risk and included corresponding response clauses in the agreement. The transferor promised to coordinate with Nexperia’s management to take all necessary measures to meet CFIUS’s review requirements, including but not limited to adjusting or disposing of Nexperia’s operations in the United States. Notably, Wingtech’s board had previously stated that the solution would not be a simple divestiture but would carefully consider various plans for disposing of U.S. assets. Although the final public information did not include the full text of CFIUS’s review decision, specific numbers, or additional restrictive clauses, the successful completion of the transaction itself suggests that the parties may have obtained CFIUS’s clearance through some form of business adjustment, asset divestiture, or compliance commitments. This process fully illustrates that in the current international environment, cross-border high-tech M&A involving U.S. operations must develop detailed and flexible CFIUS response plans at the early stages of the transaction and make them a core negotiation point of the transaction agreement.
In addition to CFIUS, this transaction also required passing antitrust reviews in multiple jurisdictions, including China and the Philippines. Among them, the Chinese State Administration for Market Regulation decided in May 2019 not to conduct further review of this case, clearing a key domestic obstacle for the smooth delivery of the transaction. However, the completion of the acquisition is not the end; during the post-merger integration phase, since Nexperia operates independently under Dutch law, retaining its original management and operational structure, Wingtech, as the parent company, must ensure that Nexperia’s operations strictly comply with EU and Dutch local laws, establishing an effective internal firewall and compliance audit mechanism to mitigate risks related to intellectual property and technology imports and exports, which is crucial for Wingtech and continues to test its ability to manage legal risks in global operations.
From this case, it is evident that M&A transactions, especially those involving “snake swallowing an elephant” cross-border M&A, often require substantial financial reserves as economic support. Relying on a single financing method may not meet funding needs; enterprises can attempt to use diversified financing methods to broaden financing channels; at the same time, they can consider forming “strategic alliances”. The acquirer introducing strategic investors to form a “strategic alliance” is primarily based on the enterprise’s development strategy, where the investor is not only interested in obtaining loan interest or dividend distributions but also values future business cooperation between both parties. Obtaining loans from strategic investors at the initial stage of the acquisition and then converting the debt into equity after the acquirer’s stock price rises improves financing efficiency and reduces financing risks; additionally, when conducting cross-border M&A activities, enterprises can broaden their horizons to overseas markets,actively exploring overseas financing channels to increase the proportion of overseas financing, and if necessary, consider leveraging the target enterprise to access financing channels and seek support from overseas syndicates to reduce exchange rate fluctuation risks while enhancing the enterprise’s fundraising capabilities.
Case 3: Jingfeng Mingyuan Acquires Yichong Technology
In 2025, Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. (“Jingfeng Mingyuan”) adopted transaction ideas such as differentiated pricing and performance betting indicators for different products in its acquisition of Sichuan Yichong Technology Co., Ltd. (“Yichong Technology”), which has reference significance for semiconductor M&A restructuring.
According to the announcement released by Jingfeng Mingyuan on April 24, 2025, the company plans to initiate a major asset restructuring process, intending to acquire 100% of Yichong Technology’s equity through a combination of issuing shares and cash payments. The overall transaction price was determined to be 3.283 billion yuan after evaluation, and upon completion of the transaction, Yichong Technology will be fully controlled by Jingfeng Mingyuan, becoming its wholly-owned subsidiary.
As a representative enterprise in the domestic analog chip design field, Jingfeng Mingyuan has long focused on the R&D and industrialization of power management chips and control driver chips. Yichong Technology mainly engages in the R&D, design, and sales of high-performance analog chips and mixed-signal integrated circuit chips, with main products including wireless charging chips, general charging chips, AC/DC and protocol chips, and automotive power management chips. This acquisition will enhance Jingfeng Mingyuan’s product strength and market position in the consumer electronics and new energy vehicle sectors, and this transaction marks an important milestone in the internal integration of the domestic semiconductor industry.
The core difficulty and highlight of this transaction lie in Jingfeng Mingyuan’s adoption of differentiated pricing for the equity held by Yichong Technology’s counterparties. Yichong Technology, as a high-growth enterprise that underwent 15 rounds of financing between 2016 and 2023, has a highly diversified shareholder structure, involving 50 counterparties, including Shenzhen Capital Group, CCB Investment, Shenzhen Capital, Geely Holding, and others. Notably, due to the target company being in a strategically loss-making phase at the time of the transaction, there was a valuation inversion, leading to significant difficulty in aligning the transaction valuation with internal differentiated pricing. Therefore, considering factors such as the initial investment costs of different counterparties, differentiated pricing was determined through self-negotiation among shareholders, resulting from market-based commercial negotiations among the parties.Regarding the specific payment methods for the consideration, the 50 shareholders of Yichong Technology were divided into different forms of consideration based on their different demands, including cash consideration, share consideration, and a combination of cash and shares. This arrangement highlights the flexibility and commercial rationality of the transaction structure design, effectively resolving potential deadlocks in the transaction due to valuation differences among the parties.
Author
Yao Yuexi
Deputy Director of Haotian Research Institute
Lead Partner of Haotian National International Investment and M&A Professional Committee
Lead Partner of Haotian Shanghai Headquarters – Semiconductor Industry Committee
Zhang Bochao
Lawyer at Beijing Haotian (Shanghai) Law Firm
🔗Further Reading
Criminal and Civil Coordination: Protection Strategies for Semiconductor Trade Secrets | Chip Insights
The Dilemma of Performance Betting: Balancing Interests and Strategies in Semiconductor Financing | Chip Insights
Chip Insights | Editorial: The Changing Landscape of the Semiconductor Era Legal Practice Guide
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