The Nexperia and Elmos cases show how the chip war between the US and China is spilling over into Europe

Hong Kong
CNN Business
—

Two European chip deals have run into trouble over their ties to China, a sign of concern spreading in the West over potential Chinese control of critical infrastructure.

Last week, the new owner of Britain’s biggest chip maker was ordered to wind up the takeover, just days after another chip factory sale was blocked in Germany. Both transactions were affected by national security concerns, and had involved acquisitions of Chinese-owned companies.

In the UK, Nexperia, a Dutch subsidiary of Shanghai-listed semiconductor maker Wingtech, was asked by the government to sell at least 86% of its stake in Newport Wafer Fab, more than a year after taking control of the fab. Employees have since protested the decision, saying it puts nearly 600 jobs at risk.

In Germany, the economy ministry prevented Elmos Semiconductor, an auto chip maker, from selling its factory in the city of Dortmund to Silex, a Swedish subsidiary of China’s Sai Microelectronics.

Chipmaking was already emerging as a new front in US-China tensions. Now the two troubled deals illustrate how pressure is also mounting in Europe, especially as Western officials face demands to keep key sectors out of Chinese control.

“These decisions mark a shift towards tougher attitudes regarding Chinese investment in critical industries in Europe,” said Xiaomeng Lu, director of geotechnology at Eurasia Group.

“U.S. pressure definitely contributed to these decisions. [A] growing sense of technological sovereignty probably led to these moves as well – governments around the world are increasingly [viewing the] the semiconductor industry as a strategic resource and seeks to protect them from foreign takeovers.”

Legal experts said the two decisions were notable because each deal was initially believed to have been cleared.

The Newport Wafer case is “the first completed acquisition” to be wound up under a UK National Security and Investment (NSI) Act, which took full effect in January, according to Ian Giles, head of antitrust and competition for Europe, Middle East and Asia for Norton Rose.

Nexperia said last week it was “shocked” by the decision and that “the UK government chose not to enter into a meaningful dialogue with Nexperia or even visit the Newport site.”

The company added that it had offered to avoid “activities of potential concern, and to give the UK government direct control and participation in the management of Newport,” a 28-acre site in south Wales.

The factory makes silicon wafers, the basis for making computer chips. Many of their products eventually power cars and medical equipment. Nexperia has indicated that workers at the plant now face an uncertain future.

In a open letter to the UK government last Thursday, the Nexperia Newport Staff Association said it was “in disbelief” that staff’s livelihoods had been “put at risk in the run-up to Christmas”.

“This is clearly a deeply political decision,” the group wrote, rejecting the idea that the deal would undermine British security. “You need to see sense and protect our jobs by allowing Nexperia to keep the factory in Newport.”

For Elmos, German authorities had initially indicated they would issue a conditional approval, even sharing a draft approval after an intense review process that lasted about 10 months, the company said in a statement after the order.

Tim Schaper, head of antitrust and competition for Germany at Norton Rose, said the government’s intervention was also significant given that “Elmos’ technology is said to be quite old, state-of-the-art in the 1990s, and allegedly not of great industrial importance.”

“The transaction became the plaything of a public debate about Chinese investors’ purchase of stakes in key German technologies,” he said.

It is possible that regulators were concerned about an outflow of technical know-how, according to Alexander Rinne, the Munich-based head of international law firm Milbank’s European antitrust practice.

“Elmos is known for making chips for the automotive sector, which is Germany’s core industry and the country’s pride,” he said in an interview.

Elmos and Nexperia both declined interview requests. A spokesperson for Nexperia told CNN Business on Tuesday that it is “assessing its options regarding the UK government’s decision.”

Chips are a growing source of tension between the US and China. Washington has declared the shortage of materiel a national security concern, highlighting the importance of remaining competitive in advanced technology.

This year, the United States increased its own restrictions and pressured allies to adopt their own, according to Lu. In August, the U.S. government ordered two top chipmakers, Nvidia ( NVDA ) and AMD ( AMD ), to stop exporting certain high-performance chips to China.

Two months later, the Biden administration unveiled sweeping export controls that banned Chinese companies from buying advanced chips and chip-making equipment without a license. The rules also limited the ability of US citizens or US green card holders to support the development or production of chips at certain manufacturing facilities in China.

The pressure increases. On Monday, NATO Secretary General Jens Stoltenberg urged the West to “be careful about creating new dependencies” on China. Speaking at a NATO parliamentary assembly in Madrid, Stoltenberg said he saw “growing Chinese efforts” to control Western critical infrastructure, supply chains and key industrial sectors.

“We cannot give authoritarian regimes any chance to exploit our vulnerabilities and undermine us,” he said.

China has pushed back on the handling of the two European semiconductor cases.

“We firmly oppose the UK’s move, and ask the UK to respect the legitimate rights and interests of Chinese companies and ensure a fair, just and (a) non-discriminatory business environment,” said Mao Ning, a spokesman for the Chinese Foreign Ministry. briefing last Friday when asked about the Newport Wafer order. “Britain has overstretched the concept of national security and abused state power.”

Zhao Lijian, another Chinese foreign ministry spokesman, asked Germany and other countries to “refrain from politicizing normal economic and trade cooperation” at a press conference earlier this month, without addressing Elmos specifically.

Germany has shown greater scrutiny of Chinese buyers this year. Last month, a bid by Chinese state-owned shipping giant Cosco for a stake in a Hamburg port terminal operator sparked similar controversy. After pressure from some members of the government, the size of the investment was later limited.

Lawyers say that if the chipmakers appeal, they could face an uncertain battle that could last several years.

In each case, they must file a challenge in court within about a month of the regulators’ decisions, barring exceptional circumstances, according to Norton Rose.

Both Britain and Germany have recently added rules that expand government oversight of such decisions, making the outcome harder to predict. In Germany, a change to foreign direct investment rules in 2020 meant the government can intervene in potential deals “if there is a ‘likely impairment of public order and security,'” Schaper said.

Previously, however, it could only impose restrictions “if there was an ‘actual, sufficiently serious threat to public order and security,'” he told CNN Business.

In Britain, the government’s ability to retroactively review deals under the NSI Act was “really something that was seen as surprising and far-reaching,” said Andrea Hamilton, a London-based partner at Milbank.

“If it is challenged, as Nexperia apparently intends, it will also become a test case regarding [the] the extent of the NSI Act’s limits, she said.

Elsewhere, attention shifts to the Netherlands. The Dutch government is currently facing pressure from the United States to limit exports to China, particularly from ASML ( ASML ), a semiconductor equipment maker that has a dominant position in the lithography machine market, according to Eurasia Group’s Lu.

“That will be the next case study,” she told CNN Business.

The Netherlands has made it clear that it will form its own position.

Asked about the issue this month, Dutch Foreign Trade Minister Liesje Schreinemacher said the country “would not copy US export restrictions on China one-for-one.”

“We make our own assessment,” she said in an interview with Dutch newspaper NRC.

— CNN’s Zahid Mahmood, Rose Roobeek-Coppack and Laura He contributed to this report.