Intel Gives Boost to Foundry Ambitions With $5.4 Billion Tower Deal

Intel agreed to buy contract chip manufacturer Tower Semiconductor in an all-cash deal valued at about $5.4 billion, the company said Tuesday, as it pursues its ambitions to expand and diversify its foundry business.

If it closes, the deal would expand the Santa Clara, California-based company's nascent foundry services unit, adding a stable of chip technologies that Intel no longer relies on to its state-of-the-art manufacturing. Tower is a leading specialty foundry, which means that it makes chips on less advanced, or legacy, nodes that are ideal for radio-frequency (RF) ICs, power-management ICs, image sensors, analog, and other chips.

Executives said the deal adds momentum to its efforts to become a major supplier of foundry services and capacity, boosting Intel's ability to make chips for companies not seeking a state-of-the-art processor.

For decades, Intel has invested in building chips that use the most advanced process nodes. But it is trying to take over Tower to get more production capacity for less prestigious chips based on technologies, such as 130 nm, 90 nm, and 65 nm, which it moved on from years ago. These are key components in a wide swath of industries, such as automotive, mobile, medical, industrial, aerospace, and infrastructure.

The deal would also mark the latest move in the company's "IDM 2.0" strategy, which CEO Pat Gelsinger announced last year as part of a plan to revive Intel's manufacturing prowess.

“This deal will enable Intel to offer a compelling breadth of leading-edge nodes and differentiated specialty technologies on mature nodes–unlocking new opportunities for existing and future customers," Gelsinger said.

Foundry Dreams

The move is also directly tied to its strategy to muscle into the contract chip manufacturing sector with TSMC. Early last year, it established an independent foundry business called Intel Foundry Services (IFS) that will tap its vast manufacturing operations in the U.S., Europe, and other geographies to build chips for outside firms, and even rivals, based on their blueprints. It has signed on Qualcomm and Amazon as early customers.

One of the other pillars of the company's strategy is to expand its internal manufacturing, both for itself and others. It is investing $20 billion to build a pair of advanced factories in Arizona.

The company in January announced plans to invest up to $100 billion in a new manufacturing facility in Ohio. A portion of the facility will be used to produce chips for its foundry customers when it gets up and running by 2025.

Intel said the deal would give a broader range of foundry services, giving it the ability to target a larger slice of the foundry market that is worth around $100 billion and keep up with unprecedented demand for chips.

Tower is a fraction of the size of TSMC, the world's largest third-party semiconductor foundry. But it is playing an increasingly vital role in the supply chain by manufacturing chips on mature nodes.

TSMC, one of the most valuable semiconductor firms in the world, TSMC builds smartphone chips for the likes of Apple and Qualcomm that can cost tens of dollars each as well as server chips for NVIDIA and Xilinx that are priced at thousands of dollars each. Tower rents out its production capacity to fabless companies that sell wireless, power, analog, and other types of chips that frequently cost less than a dollar.

Tower's current level of production capacity can support more than two million wafer starts per year, slightly less than the annual capacity of rival GlobalFoundries. Tower's business is booming, with its revenues rising to more than $1.4 billion over the last 12 months.

“Tower’s specialty technology portfolio, geographic reach, deep customer relationships, and services-first operations will help scale Intel’s foundry services,” said Gelsinger, who is now in his second year as CEO.

Specialty Chip Shortage

Intel is at the center of a global chip shortage that has roiled the electronics industry for more than a year in face of soaring demand for electronics used in everything from game consoles to cars. Snags in the global supply chain have caused delivery delays for many chips, crimping supplies and raising prices in a range of industries. The dearth of chips has also forced many of the world's car manufacturers to idle their factories.

Most industry insiders have warned the chip shortage would likely not ease before the second half of 2022.

The dearth of chips has forced companies to fight over the limited production capacity at foundries such as Tower Semiconductor, which are overloaded with orders and frequently sold out for the foreseeable future.

But the chip shortage is not across the board. Intel, TSMC, and other chip giants are investing billions of dollars to boost capacity for chips based on advanced nodes, such as 5 nm, which have remained relatively abundant. But Apple, Ford, and other firms are scrambling to buy chips on more mature nodes such as 90 nm and 130 nm that handle jobs such as managing power and driving displays.

That has placed Tower Semiconductor on the front lines of the chip crunch in recent months. The chips it builds for others use a range of advanced analog and specialty technologies, including SiGe and RF CMOS, BiCMOS, high-performance analog, CMOS image sensors, power management (BCD), and MEMS. Tower's most advanced technology is the 45-nm node. It also offers 65-, 130-, and 180-nm, among many others.

The proposed deal would also see Intel take over the eight Tower manufacturing sites around the world. This includes Tower-owned 150- and 200-mm fabs in Israel and two 200-mm factories in the U.S.

It also owns the majority of two 200-mm fabs and a 300-mm fab in Japan and a 300-mm fab it is building with STMicroelectronics in Italy.

Essential Expertise

In addition to expanding its foundry capabilities, Intel is buying a company with 30 years of experience in the intensely competitive sector. Intel's foundry services unit is less than a year ago. The company also lacks the experience of other foundries that have been operating for years.

Intel has been building out its foundry services arm from scratch. The business is led by Randhir Thakur, who managed Intel's vast manufacturing operations when the company was only responsible for building its own chips. But making chips for others comes with a unique set of challenges that Intel needs help to navigate. Conversely, Tower has never been in the business of designing its own chips.

Tower has long-term relationships with major electronic design automation (EDA) software firms, including Ansys, Cadence, Siemens, and Synopsys. On top of its foundry services, Tower offers a lot of supplemental resources for its customers, including design services with a broad intellectual property (IP) portfolio to help speed up the chip development cycle. All these assets will be folded into Intel's offerings as part of the deal.

“These are all critical elements we need to gain and learn at Intel," said Gelsinger during a conference call with investors this week. "We’re also going to combine to scale foundry offerings.”

Intel is also hoping to tap Tower's relationships with more than 300 customers, a valuable asset for a still-burgeoning foundry business like Intel's, and invest more resources into Tower's production capacity.

Looking Ahead

But Intel's plans for Tower could take years to completely come into focus. Intel said the deal, which has been unanimously approved by Intel’s and Tower’s boards, would not close for 12 months. And the transaction is still subject to regulatory approvals and customary closing conditions.

Intel Foundry Services and Tower will continue to operate independently until the deal closes, with both management teams remaining in place. When the deal closes, Intel’s plan is for them to become "fully integrated."

Said Tower CEO Russell Ellwanger: "Together with Intel, we will drive new and meaningful growth opportunities and offer even greater value to our customers through a full suite of technology solutions and nodes."

Intel said it negotiated to pay Tower's shareholders $53 a share in the deal.