8-KMaterial AgreementsRegulation FDExhibits & Filings

ADVANCED MICRO DEVICES INC 8-K Report, Material Agreement (Jul 24, 2006)

Filed July 24, 2006For Securities:AMD

Summary

Advanced Micro Devices, Inc. (AMD) announced on July 23, 2006, a definitive agreement to acquire ATI Technologies Inc. in a cash and stock transaction valued at approximately $5.4 billion. This strategic acquisition aims to bolster AMD's product portfolio and competitive position within the semiconductor industry. The deal is structured as a Plan of Arrangement, where ATI will become a wholly owned subsidiary of AMD. The acquisition is subject to customary closing conditions, including ATI shareholder approval, regulatory clearances such as the Hart-Scott-Rodino Act, and a final order from the Ontario Superior Court of Justice. AMD has secured a commitment for a $2.5 billion credit facility from Morgan Stanley Senior Funding, Inc. to help finance the transaction. This move signifies a significant strategic step for AMD to enhance its offerings and market presence.

Key Highlights

  • 1AMD to acquire ATI Technologies Inc. for approximately $5.4 billion in a cash and stock deal.
  • 2The acquisition is structured as a Plan of Arrangement, making ATI a wholly owned subsidiary of AMD.
  • 3The deal values ATI at $20.47 per share, based on AMD's closing stock price on July 21, 2006.
  • 4Transaction requires ATI shareholder approval and significant regulatory clearances, including HSR approval.
  • 5AMD has secured a $2.5 billion commitment for a credit facility from Morgan Stanley to finance the acquisition.
  • 6Two members of ATI's board will join AMD's Board of Directors.
  • 7ATI's key executives and board members have entered into voting agreements to support the acquisition.

Frequently Asked Questions

This Form 8-K filing announces AMD's entry into a material definitive agreement to acquire ATI Technologies Inc. It details the terms of the acquisition, including the purchase price, structure, conditions for closing, and financing arrangements.

AMD is financing the acquisition through a combination of cash and shares of AMD common stock. Additionally, AMD has secured a commitment for a $2.5 billion credit facility from Morgan Stanley Senior Funding, Inc. to support the transaction.

The acquisition is contingent upon several conditions, including the approval of ATI shareholders, receipt of required regulatory approvals (such as antitrust clearance under the Hart-Scott-Rodino Act), and a final order from the Ontario Superior Court of Justice.

While not explicitly detailed in the 8-K, the acquisition of ATI, a prominent graphics and multimedia processor company, is widely understood to significantly enhance AMD's product portfolio and competitiveness, particularly in the graphics processing unit (GPU) market, complementing AMD's central processing unit (CPU) business.