AMD (NASDAQ: AMD) and Xilinx (NASDAQ: XLNX) today announced they
have entered into a definitive agreement for AMD to acquire Xilinx
in an all-stock transaction valued at $35 billion. The combination
will create the industry’s leading high performance computing
company, significantly expanding the breadth of AMD’s product
portfolio and customer set across diverse growth markets where
Xilinx is an established leader. The transaction is expected to be
immediately accretive to AMD margins, EPS and free cash flow
generation and deliver industry-leading growth.
The acquisition brings together two industry leaders with
complementary product portfolios and customers. AMD will offer the
industry’s strongest portfolio of high performance processor
technologies, combining CPUs, GPUs, FPGAs, Adaptive SoCs and deep
software expertise to enable leadership computing platforms for
cloud, edge and end devices. Together, the combined company will
capitalize on opportunities spanning some of the industry’s most
important growth segments from the data center to gaming, PCs,
communications, automotive, industrial, aerospace and defense.
“Our acquisition of Xilinx marks the next leg in our journey to
establish AMD as the industry’s high performance computing leader
and partner of choice for the largest and most important technology
companies in the world,” AMD President and CEO Dr. Lisa Su said.
“This is truly a compelling combination that will create
significant value for all stakeholders, including AMD and Xilinx
shareholders who will benefit from the future growth and upside
potential of the combined company. The Xilinx team is one of the
strongest in the industry and we are thrilled to welcome them to
the AMD family. By combining our world-class engineering teams and
deep domain expertise, we will create an industry leader with the
vision, talent and scale to define the future of high performance
computing.”
“We are excited to join the AMD family. Our shared cultures of
innovation, excellence and collaboration make this an ideal
combination. Together, we will lead the new era of high performance
and adaptive computing,” said Victor Peng, Xilinx president and
CEO. “Our leading FPGAs, Adaptive SoCs, accelerator and SmartNIC
solutions enable innovation from the cloud, to the edge and end
devices. We empower our customers to deploy differentiated
platforms to market faster, and with optimal efficiency and
performance. Joining together with AMD will help accelerate growth
in our data center business and enable us to pursue a broader
customer base across more markets.”
With a combined team of 13,000 talented engineers and over $2.7
billion of annual1 R&D investment, AMD will have additional
talent and scale to deliver an even stronger set of products and
domain-specific solutions.
Additional Transaction DetailsUnder the terms
of the agreement, Xilinx stockholders will receive a fixed exchange
ratio of 1.7234 shares of AMD common stock for each share of Xilinx
common stock they hold at the closing of the transaction. Based on
the exchange ratio, this represents approximately $143 per share of
Xilinx common stock2. Post-closing, current AMD stockholders will
own approximately 74 percent of the combined company on a fully
diluted basis, while Xilinx stockholders will own approximately 26
percent. The transaction is intended to qualify as a tax-free
reorganization for U.S. federal income tax purposes.
AMD expects to achieve operational efficiencies of approximately
$300 million within 18 months of closing the transaction, primarily
based on synergies in costs of goods sold, shared infrastructure
and through streamlining common areas.
The transaction has been unanimously approved by the AMD and
Xilinx Boards of Directors. The acquisition is subject to approval
by AMD and Xilinx shareholders, certain regulatory approvals and
other customary closing conditions. The transaction is currently
expected to close by the end of calendar year 2021. Until close,
the parties remain separate, independent companies.
Management and Board of DirectorsDr. Lisa Su
will lead the combined company as CEO. Xilinx President and
CEO, Victor Peng, will join AMD as president responsible for the
Xilinx business and strategic growth initiatives, effective upon
closing of the transaction. In addition, at least two Xilinx
directors will join the AMD Board of Directors upon closing.
AdvisorsCredit Suisse and DBO Partners are
acting as financial advisors to AMD and Latham & Watkins LLP is
serving as its legal advisor. Morgan Stanley is acting as lead
financial advisor to Xilinx. BofA Securities is also acting as a
financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP
is serving as legal counsel.
Transaction WebsiteFor more information about
the transaction investors are encouraged to visit http://ir.amd.com
which will be used by AMD to disclose information about the
transaction.
Conference Call and
Webcast DetailsAMD will
hold a conference call for the financial community at 8:00 AM ET
(5:00 AM PT) today to discuss its third quarter 2020 financial
results and plans to acquire Xilinx. AMD will provide a real-time
audio broadcast of the teleconference on the Investor Relations
page of its website at www.amd.com. The webcast will be available
for 12 months after the conference call.
About AMDFor more than 50
years AMD has driven innovation in high performance computing,
graphics and visualization technologies ― the building blocks for
gaming, immersive platforms and the data center. Hundreds of
millions of consumers, leading Fortune 500 businesses and
cutting-edge scientific research facilities around the world rely
on AMD technology daily to improve how they live, work and play.
AMD employees around the world are focused on building great
products that push the boundaries of what is possible. For more
information about how AMD is enabling today and inspiring tomorrow,
visit the AMD (NASDAQ: AMD) website, blog, Facebook and Twitter
pages.
About XilinxXilinx develops
highly flexible and adaptive processing platforms that enable rapid
innovation across a variety of technologies - from the cloud to the
edge and to the endpoint. Xilinx is the inventor of the FPGA and
Adaptive SoCs, designed to deliver the most dynamic processor
technology in the industry. We partner with our customers to create
scalable, differentiated and intelligent solutions to enable the
adaptable, intelligent and connected world of the future. For more
information, visit www.xilinx.com.
Contact information
Drew PrairieAMD
Communications512-602-4425drew.prairie@amd.com
Investor Contact:Laura
GravesAMD Investor
Relations408-749-5467laura.graves@amd.com
Tara SimsXilinx Communications415-713-5986taras@xilinx.com
Suresh BhaskaranXilinx Investor
Relations408-879-4784ir@xilinx.com
Additional Information about the
Acquisition and Where to Find
It
In connection with the proposed transaction, AMD intends to file
with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 that will include a joint proxy
statement of AMD and Xilinx and that also will constitute a
prospectus with respect to shares of AMD’s common stock to be
issued in the transaction (the “joint proxy statement/prospectus”).
Each of AMD and Xilinx may also file other relevant documents with
the SEC regarding the proposed transaction. This document is not a
substitute for the joint proxy statement/prospectus or any other
document that AMD or Xilinx may file with the SEC. The definitive
joint proxy statement/prospectus (if and when available) will be
mailed to stockholders of AMD and Xilinx. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders will be able to
obtain free copies of the joint proxy statement/prospectus (if and
when available) and other documents containing important
information about AMD, Xilinx and the proposed transaction, once
such documents are filed with the SEC through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by AMD will be available free of charge on AMD’s
website at ir.AMD.com or by contacting AMD’s Corporate Secretary by
email at Corporate.Secretary@AMD.com. Copies of the documents filed
with the SEC by Xilinx will be available free of charge on Xilinx’s
website at investor.Xilinx.com or by contacting Xilinx’s Investor
Relations department by phone at 408-879-4784.
Participants in the Solicitation
AMD, Xilinx and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of AMD,
including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in AMD’s proxy
statement for its 2020 annual meeting of stockholders, which was
filed with the SEC on March 26, 2020. Information about the
directors and executive officers of Xilinx, including a description
of their direct or indirect interests, by security holdings or
otherwise, is set forth in Xilinx’s proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on
June 19, 2020. Other information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC regarding the proposed transaction. You
may obtain free copies of these documents using the sources
indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made, except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Forward Looking Statements
The statements in this communication include forward-looking
statements concerning AMD, Xilinx, the proposed transaction
described herein and other matters. Forward-looking statements may
discuss goals, intentions and expectations as to future plans,
trends, events, results of operations or financial condition, or
otherwise, based on current beliefs and involve numerous risks and
uncertainties that could cause actual results to differ materially
from expectations. Forward-looking statements speak only as of the
date they are made or as of the dates indicated in the statements
and should not be relied upon as predictions of future events, as
there can be no assurance that the events or circumstances
reflected in these statements will be achieved or will occur.
Forward-looking statements can often, but not always, be identified
by the use of forward-looking terminology including “believes,”
“expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,”
“pro forma,” “estimates,” “anticipates,” “designed,” or the
negative of these words and phrases, other variations of these
words and phrases or comparable terminology. The forward-looking
statements in this communication relate to, among other things,
obtaining applicable regulatory and stockholder approvals,
satisfying other closing conditions to the proposed transaction,
the expected tax treatment of the transaction, the expected timing
of the transaction, and the integration of the businesses and the
expected benefits, cost savings, accretion, synergies and growth to
result therefrom. These forward-looking statements involve risks
and uncertainties that could cause actual results to differ
materially from those contemplated by the statements. These risks
include, among other things: failure to obtain applicable
regulatory or stockholder approvals in a timely manner or
otherwise; failure to satisfy other closing conditions to the
transaction or to complete the transaction on anticipated terms and
timing; negative effects of the announcement of the transaction;
risks that the businesses will not be integrated successfully or
that the combined companies will not realize expected benefits,
cost savings, accretion, synergies and/or growth, or that such
benefits may take longer to realize than expected; the risk that
disruptions from the transaction will harm business plans and
operations; risks relating to unanticipated costs of integration;
significant transaction and/or integration costs, or difficulties
in connection with the transaction and/or unknown or inestimable
liabilities; restrictions during the pendency of the transaction
that may impact the ability to pursue certain business
opportunities or strategic transactions; potential litigation
associated with the transaction; the potential impact of the
announcement or consummation of the transaction on AMD’s, Xilinx’s
or the combined company’s relationships with suppliers, customers,
employers and regulators; and demand for the combined company’s
products. A more fulsome discussion of the risks related to the
proposed transaction will be included in the joint proxy
statement/prospectus . For a discussion of factors that could cause
actual results to differ materially from those contemplated by
forward-looking statements, see the section captioned “Risk
Factors” in each of AMD’s and Xilinx’s Annual Report on Form 10-K
for the fiscal years ended December 28, 2019 and March 28,
2020, respectively, subsequent Quarterly Reports on Form 10-Q and
other filings with the SEC. While the list of factors presented
here is, and the list of factors presented in the joint proxy
statement/prospectus will be, considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward
looking statements. Many of these risks and uncertainties may be
exacerbated by the COVID-19 pandemic and any worsening of the
global business and economic environment as a result. Neither AMD
nor Xilinx assumes, and each hereby disclaims, any obligation to
update forward-looking statements, except as may be required by
law.
_______________1 Based on trailing twelve months.2 Based on an
AMD price of $82.9726, which is the average of AMD’s daily volume
weighted average prices per share for the 10 consecutive trading
day period up to and including October 8, 2020, the last trading
day prior to media reports regarding a potential transaction
between AMD and Xilinx.
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