AMD (NASDAQ:AMD) and Xilinx (NASDAQ:XLNX) announced today they have
set a date for the Special Meetings of Stockholders to vote on the
proposed acquisition of Xilinx by AMD. AMD and Xilinx stockholders
of record as of the close of business on Feb. 10, 2021 will be
entitled to vote at their respective Special Meetings, both of
which will be held virtually on Wednesday, Apr. 7, 2021 at 9:30
a.m. Pacific Time.
AMD and Xilinx filed a definitive joint proxy statement and
prospectus with the U.S. Securities and Exchange Commission in
connection with the proposed transaction. The AMD and Xilinx Boards
of Directors each unanimously recommends that respective
stockholders vote “FOR” the proposed acquisition and other
proposals set forth in the definitive joint proxy statement and
prospectus, which is being distributed to all AMD and Xilinx
stockholders entitled to vote.
The acquisition will bring together two industry leaders with
complementary product portfolios and customers, combining CPUs,
GPUs, FPGAs, Adaptive SoCs and deep software expertise to enable
leadership in 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,
including data centers, gaming, PCs, communications, automotive,
industrial, aerospace and defense.
AMD stockholders who need assistance completing the proxy card,
need additional copies of the proxy materials, or have questions
regarding the AMD Special Meeting may contact AMD’s proxy
solicitors:
MacKenzie Partners, Inc.(800)
322-2885 or (212) 929-5500Xilinx stockholders who need assistance
completing the proxy card, need additional copies of the proxy
materials, or have questions regarding the Xilinx Special Meeting
may contact Xilinx’s proxy solicitors:
Innisfree M&A
Incorporated(877) 717-3923 or (212) 750-5833
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, Inc. develops highly
flexible and adaptive computing platforms that enable rapid
innovation across a variety of technologies - from the cloud, to
the edge, to the endpoint. Xilinx is the inventor of the FPGA and
Adaptive SoCs (including our Adaptive Compute Acceleration
Platform, or ACAP), designed to deliver the most dynamic computing
technology in the industry. We collaborate with our customers to
create scalable, differentiated and intelligent solutions that
enable the adaptable, intelligent and connected world of the
future. For more information, visit xilinx.com.
Cautionary StatementThe
statements in this communication include forward-looking statements
concerning AMD, Xilinx, the proposed transaction 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 of, or satisfying the 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; risks that the
businesses will not be integrated successfully or that the combined
company 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;
litigation associated with the transaction; the potential impact of
the 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 is 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 (i) AMD’s Annual Report on Form 10-K for the
fiscal year ended December 26, 2020 and AMD’s other
filings with the SEC and (ii) Xilinx’s Annual Report on Form 10-K
for the fiscal year ended March 28, 2020, Xilinx’s subsequent
Quarterly Reports on Form 10-Q and Xilinx’s other filings with the
SEC. While the lists of factors presented here and in the joint
proxy statement/prospectus are 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.
Additional Information and Where to Find
It
In connection with the proposed transaction, AMD
has filed with the SEC a registration statement on Form S-4 that
includes a joint proxy statement of AMD and Xilinx and that also
constitutes a prospectus with respect to shares of AMD’s common
stock to be issued in the proposed 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 communication is not a substitute for the joint proxy
statement/prospectus or any other document that AMD or Xilinx may
file with the SEC. The joint proxy statement/prospectus will be
distributed 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 may obtain free copies of the joint proxy
statement/prospectus and other documents containing important
information about AMD, Xilinx and the proposed transaction 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 email at
ir@xilinx.com.
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.
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 and Xilinx, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth
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.
AMD Investor
Contact:Laura
Graves408-749-5467laura.graves@amd.com
AMD Media Contact:Drew
Prairie512-602-4425drew.prairie@amd.com
Xilinx Investor
Contact:Suresh
Bhaskaran408-879-4784ir@xilinx.com
Xilinx Media
Contact:Tara
Sims415-713-6986taras@xilinx.com
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