01—Abstract
Summary
Summary of the 8-K filed January 12, 2021. Cited figures are marked; the original filing is the authoritative source.
Advanced Micro Devices, Inc. (AMD) filed an 8-K on January 11, 2021, to announce a significant development in its proposed acquisition of Xilinx, Inc. The company confirmed that the early termination or expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 has occurred as of January 11, 2021.
This is a crucial step forward, as it signifies that a major antitrust hurdle for the merger has been cleared. While the HSR approval is a positive milestone, investors should note that the completion of the merger is still subject to other closing conditions.
These include obtaining required approvals and clearances from foreign competition authorities, the adoption of the merger agreement by Xilinx stockholders, and the approval of the share issuance by AMD's stockholders. The company continues to emphasize the importance of reviewing the joint proxy statement/prospectus for detailed information regarding the transaction, potential risks, and future steps.
02—Key points
Key Highlights
- AMD announced the expiration of the HSR Act waiting period for its Xilinx acquisition, clearing a key antitrust regulatory milestone.
- The expiration of the HSR Act waiting period occurred effective 11:59 p.m. EST on January 11, 2021.
- This development moves the proposed acquisition of Xilinx closer to completion.
- The merger remains subject to other closing conditions, including foreign regulatory approvals and stockholder votes from both AMD and Xilinx.
- AMD filed a preliminary registration statement (Form S-4) on December 4, 2020, which includes a joint proxy statement/prospectus, detailing the transaction.
- Investors are urged to read the joint proxy statement/prospectus and other SEC filings for complete information on the merger and associated risks.
03—Questions
Frequently Asked Questions
What is the significance of the HSR Act waiting period expiration?
The expiration of the Hart-Scott-Rodino (HSR) Act waiting period means that the U.S. antitrust review for AMD's acquisition of Xilinx has been completed, and the government has not raised any objections to proceed with the merger at this stage. This is a critical regulatory hurdle that has now been cleared, moving the deal closer to closing.
Does the HSR Act expiration mean the Xilinx acquisition is complete?
No, the expiration of the HSR Act waiting period is a significant step, but it does not mean the acquisition is complete. The merger is still subject to other closing conditions, which include obtaining necessary approvals from foreign competition authorities and securing the required votes from both AMD and Xilinx stockholders.
What are the remaining conditions for the Xilinx merger to be completed?
The remaining key conditions include receiving approvals and clearances under the competition laws of certain foreign jurisdictions, the adoption of the Merger Agreement by Xilinx's stockholders, and the approval of the issuance of AMD's common stock in connection with the merger by AMD's stockholders. Investors should consult the definitive joint proxy statement/prospectus for a comprehensive list of closing conditions.
Where can I find more detailed information about the merger and its risks?
Investors are strongly encouraged to read the joint proxy statement/prospectus filed by AMD on December 4, 2020, as well as any amendments or other relevant documents filed with the SEC. These documents contain important information about the proposed transaction, the parties involved, and the risks associated with the merger. Free copies are available on the SEC's website (sec.gov), AMD's investor relations website (ir.AMD.com), or Xilinx's investor relations website (investor.Xilinx.com).
04—Continue