8-KMaterial AgreementsExhibits & Filings

INTEL CORP 8-K Report, Material Agreement (Aug 19, 2010)

Filed August 19, 2010For Securities:INTC

Summary

This Form 8-K filing by Intel Corporation (INTC) on August 19, 2010, announces a material definitive agreement for the acquisition of McAfee, Inc. Intel, through its wholly-owned subsidiary Jefferson Acquisition Corporation, entered into an Agreement and Plan of Merger with McAfee. The proposed transaction involves a merger where McAfee will become a wholly-owned subsidiary of Intel. This strategic move signifies Intel's intent to expand its offerings and potentially strengthen its position in software and security. Investors should note that the transaction is an all-cash deal, with each McAfee common stock share to be converted into $48.00 in cash. The merger is subject to customary closing conditions, including McAfee stockholder approval and antitrust clearances from various regulatory bodies. This acquisition represents a significant step for Intel in its ongoing strategy to diversify beyond its core semiconductor business.

Key Highlights

  • 1Intel to acquire McAfee, Inc. for $48.00 per share in cash.
  • 2The transaction is structured as a merger where McAfee will become a wholly-owned subsidiary of Intel.
  • 3Completion of the merger is contingent upon approval by McAfee stockholders.
  • 4Antitrust approvals are required, including from the Hart-Scott-Rodino Act in the U.S. and the European Commission.
  • 5The merger agreement includes termination rights for both parties and a potential termination fee for McAfee under certain circumstances.
  • 6Options and stock awards of McAfee will be converted into Intel stock-based awards, subject to specific formulas outlined in the agreement.
  • 7This acquisition signals Intel's strategic expansion into the software and security space.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Intel Corporation's entry into a material definitive agreement to acquire McAfee, Inc. It details the terms of the merger and the conditions that must be met for the transaction to be completed.

Intel will acquire McAfee for $48.00 in cash for each outstanding share of McAfee common stock. The transaction also involves the conversion of McAfee's stock awards and options.

The merger is subject to several conditions, including the approval of the merger by McAfee's stockholders, the expiration or termination of waiting periods under antitrust laws (such as the Hart-Scott-Rodino Act), clearance from the European Commission, and other required foreign antitrust approvals.

While not explicitly detailed in the 8-K, the acquisition of McAfee, a prominent cybersecurity company, indicates Intel's strategic intent to expand its presence and capabilities in the software and security market, diversifying its business beyond hardware.