As filed with the U.S. Securities and Exchange Commission on February 24, 2021

Registration No. 333-251119

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 3

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ADVANCED MICRO DEVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		3674		94-1692300
(State of Incorporation)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Harry A. Wolin

Senior Vice President, General Counsel and Corporate Secretary

Advanced Micro Devices, Inc.

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

Copies to:

 

Tad J. Freese Jonathan P. Solomon Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600		Catia Hagopian Senior Vice President, General Counsel and Secretary Xilinx, Inc. 2100 Logic Drive San Jose, California 95124 (408) 559-7778		Kenton J. King Sonia K. Nijjar Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650) 470-4500

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered(1)		Proposed maximum   offering price per share(2)		Proposed maximum   aggregate offering price(2)		Amount of registration fee(3)
Common Stock, $0.01 par value per share		423,544,331		N/A		$31,160,759,893		$3,399,639

(1)

The number of shares of common stock, par value $0.01 per share (“AMD common stock”), of the registrant, Advanced Micro Devices, Inc. (“”AMD”), being registered is based upon the estimated maximum number of shares of AMD common stock issuable upon completion of the merger of Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD (“Merger Sub”), with and into Xilinx, Inc. (“Xilinx”), with Xilinx as the surviving corporation, described in the joint proxy statement/prospectus contained herein, and is calculated based upon (a) 245,766,700 shares of common stock of, par value $0.01 per share (“Xilinx common stock”), of Xilinx estimated to be outstanding immediately prior to the merger based on the number of shares presently outstanding and that may be issued prior to the merger, multiplied by (b) the exchange ratio in the merger of 1.7234.

(2)

Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The proposed maximum aggregate offering price is solely for the purposes of calculating the registration fee and was calculated based upon the market value of shares of Xilinx common stock (the securities to be cancelled in the merger) in accordance with Rule 457(c) under the Securities Act as follows: the product of (a) $126.795, the average of the high and low prices per share of Xilinx common stock on February 23, 2021, as quoted on the Nasdaq Global Select Market, and (b) $245,766,700, the estimated maximum number of shares of Xilinx common stock that may be exchanged for the shares of AMD common stock being registered.

(3)

Calculated pursuant to Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price. The total registration fee was paid in connection with the previous filings of this registration statement on December 4, 2020, January 14, 2021 and February 5, 2021.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

 

 

 

 

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Advanced Micro Devices Stockholders and Xilinx Stockholders:

On October 26, 2020, Advanced Micro Devices, Inc., which is referred to as “AMD,” Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, which is referred to as “Merger Sub,” and Xilinx, Inc., which is referred to as “Xilinx,” entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the “merger agreement,” that provides for the acquisition of Xilinx by AMD. Upon the terms and subject to the conditions of the merger agreement, AMD will acquire Xilinx through a merger of Merger Sub with and into Xilinx, with Xilinx continuing as the surviving corporation and becoming a wholly owned subsidiary of AMD. The combined company will be named Advanced Micro Devices, Inc.

Upon the successful completion of the merger, each issued and outstanding share of Xilinx common stock (other than treasury shares and shares held by AMD or Merger Sub) will be converted into the right to receive 1.7234 shares of AMD common stock, which number is referred to as the “exchange ratio,” with cash (without interest and less any applicable withholding taxes) being paid in lieu of any fractional shares of AMD common stock that Xilinx stockholders would otherwise be entitled to receive. AMD stockholders will continue to own their existing shares of AMD common stock.

The exchange ratio is fixed and will not be adjusted for changes in the market price of either AMD common stock or Xilinx common stock between the date of signing of the merger agreement and the completion date of the merger. Based on the number of shares of AMD common stock and Xilinx common stock outstanding on February 10, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, it is expected that AMD will issue approximately 423.6 million shares of AMD common stock in the merger and, upon completion of the merger, former Xilinx stockholders are expected to own approximately 25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74.1% of the outstanding shares of AMD common stock. AMD common stock is traded on the Nasdaq Global Select Market, which is referred to as “Nasdaq,” under the symbol “AMD.” Xilinx common stock is traded on Nasdaq under the symbol “XLNX.” We encourage you to obtain current quotes for both the AMD and Xilinx common stock before voting at the special meetings of stockholders described below.

Because the exchange ratio is fixed, the market value of the merger consideration to Xilinx stockholders will fluctuate with the market price of the AMD common stock and will not be known at the time that Xilinx stockholders vote on the merger. Based on the AMD common stock price of $82.97 per share, which is the average of the daily volume weighted average prices per share for the ten consecutive trading day period up to and including October 8, 2020, the last full trading day prior to media reports regarding the potential transaction, the implied value of the merger consideration to Xilinx stockholders was $142.99 per share of Xilinx common stock. On February 23, 2021, the latest practicable trading day before the date of the filing of this joint proxy statement/prospectus, the closing price of AMD common stock on the Nasdaq was $84.74 per share, resulting in an implied value of the merger consideration to Xilinx stockholders of $146.04 per share of Xilinx common stock.

AMD and Xilinx will each hold special meetings of their respective stockholders to vote on the proposals necessary to complete the merger. Such special meetings are referred to as the “AMD special meeting” and the “Xilinx special meeting,” respectively.

At the AMD special meeting, AMD stockholders will be asked to consider and vote on (i) a proposal to approve the issuance of shares of AMD common stock to Xilinx stockholders in connection with the merger, which proposal is referred to as the “AMD share issuance proposal,” and (ii) a proposal to adjourn the AMD special meeting to solicit additional proxies if there are insufficient votes to approve the AMD share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to AMD stockholders. The AMD board of directors unanimously recommends that AMD stockholders vote “FOR” each of the proposals to be considered at the AMD special meeting.

At the Xilinx special meeting, Xilinx stockholders will be asked to consider and vote on (i) a proposal to adopt the merger agreement, which proposal is referred to as the “Xilinx merger proposal,” (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and (iii) a proposal to adjourn the Xilinx special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the Xilinx merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Xilinx stockholders. The Xilinx board of directors unanimously recommends that Xilinx stockholders vote “FOR” each of the proposals to be considered at the Xilinx special meeting.

We cannot complete the merger unless the AMD share issuance proposal is approved by AMD stockholders and the Xilinx merger proposal is approved by Xilinx stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to virtually attend your company’s respective special meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares at the applicable special meeting.

This joint proxy statement/prospectus provides you with important information about the special meetings, the merger and each of the proposals. We encourage you to read the entire document carefully, in particular the information under “Risk Factors” beginning on page 37 for a discussion of risks relevant to the merger.

We look forward to the successful completion of the merger.

Sincerely,

 

Dr. Lisa Su President and Chief Executive Officer Advanced Micro Devices, Inc.		Victor Peng President and Chief Executive Officer Xilinx, Inc.

* * * * *

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement, the AMD common stock to be issued in the merger or any of the other transactions described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated as of, and is first being mailed to AMD and Xilinx stockholders on or about, [●], 2021.

Advanced Micro Devices, Inc.

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2021

To the Stockholders of Advanced Micro Devices, Inc.:

Notice is hereby given that Advanced Micro Devices, Inc., which is referred to as “AMD,” will hold a special meeting of its stockholders, which is referred to as the “AMD special meeting,” virtually via live webcast on [●], 2021, beginning at 9:30 a.m., Pacific Time.

In light of ongoing developments related to the COVID-19 pandemic, the AMD special meeting will be held solely in a virtual meeting format via live webcast. You will be able to virtually attend and vote at the AMD special meeting by visiting www.virtualshareholdermeeting.com/AMD2021SM, which is referred to as the “AMD special meeting website.”

The AMD special meeting will be held for the purpose of AMD stockholders considering and voting on the following proposals:

 

1.

to approve the issuance of shares of AMD common stock to the stockholders of Xilinx, Inc., which is referred to as “Xilinx,” in connection with the merger contemplated by the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, which is referred to as the “merger agreement,” by and among AMD, Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, and Xilinx, which issuance is referred to as the “share issuance” and which proposal is referred to as the “AMD share issuance proposal”; and

 

2.

to approve the adjournment of the AMD special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the AMD special meeting to approve the AMD share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to AMD stockholders, which proposal is referred to as the “AMD adjournment proposal.”

AMD will transact no other business at the AMD special meeting except such business as may properly be brought before the AMD special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached as Annex A thereto, contains further information relating to these matters.

Only holders of record of AMD common stock at the close of business on [●], 2021, the record date for voting at the AMD special meeting, which is referred to as the “AMD record date,” are entitled to notice of and to vote at the AMD special meeting and any adjournments or postponements thereof.

The AMD board of directors has unanimously determined that the terms of the merger agreement and the merger are fair to and in the best interests of AMD and its stockholders, and has approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance. Accordingly, the AMD board of directors unanimously recommends that AMD stockholders vote:

 

•

“FOR” the AMD share issuance proposal; and

 

•

“FOR” the AMD adjournment proposal.

Your vote is very important, regardless of the number of shares of AMD common stock you own. The parties cannot complete the merger unless the AMD share issuance proposal is approved by AMD stockholders. Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal.

Your vote is important. Whether or not you plan to virtually attend the AMD special meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares of AMD common stock at the AMD special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of AMD stockholders entitled to vote at the AMD special meeting will be available at AMD’s headquarters during regular business hours for examination by any AMD stockholder for any purpose germane to the AMD special meeting for a period of at least ten days prior to the AMD special meeting. If you would like to examine the list of AMD stockholders of record, please contact AMD’s Corporate Secretary at corporate.secretary@amd.com to schedule an appointment or request access. If AMD’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will be made available for examination electronically upon request to AMD’s Corporate Secretary, subject to satisfactory verification of stockholder status. The list of AMD stockholders entitled to vote at the AMD special meeting will also be available for examination by any AMD stockholder during the AMD special meeting via the AMD special meeting website.

If you have any questions about the merger, please contact AMD at (408) 749-4000 or write to Advanced Micro Devices, Inc., Attn: Corporate Secretary, at corporate.secretary@amd.com.

If you have any questions about how to vote or direct a vote in respect of your shares of AMD common stock, please contact AMD’s proxy solicitor, Mackenzie Partners, Inc., at proxy@mackenziepartners.com or (800) 322-2885. Banks and brokers may call (212) 929-5500.

By Order of the Board of Directors,

Harry A. Wolin

Senior Vice President, General Counsel and Corporate Secretary

Advanced Micro Devices, Inc.

Santa Clara, California

Dated: [●], 2021

Xilinx, Inc.

2100 Logic Drive

San Jose, California 95124

(408) 559-7778

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2021

To the Stockholders of Xilinx, Inc.:

Notice is hereby given that Xilinx, Inc., which is referred to as “Xilinx,” will hold a special meeting of its stockholders, which is referred to as the “Xilinx special meeting,” virtually via live webcast on [●], 2021, beginning at 9:30 a.m., Pacific Time.

In light of ongoing developments related to the COVID-19 pandemic, the Xilinx special meeting will be held solely in a virtual meeting format via live webcast. You will be able to virtually attend and vote at the Xilinx special meeting by visiting https://viewproxy.com/Xilinx/2021, which is referred to as the “Xilinx special meeting website.”

The Xilinx special meeting will be held for the purpose of Xilinx stockholders considering and voting on the following proposals:

 

1.

to adopt the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, which is referred to as the “merger agreement,” among Advanced Micro Devices, Inc., which is referred to as “AMD,” Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, which is referred to as “Merger Sub,” and Xilinx, which proposal is referred to as the “Xilinx merger proposal”;

 

2.

to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the “Xilinx compensation proposal”; and

 

3.

to approve the adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Xilinx stockholders, which proposal is referred to as the “Xilinx adjournment proposal.”

Xilinx will transact no other business at the Xilinx special meeting except such business as may properly be brought before the Xilinx special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached as Annex A thereto, contains further information relating to these matters.

Only holders of record of Xilinx common stock at the close of business on [●], 2021, the record date for determining stockholders entitled to notice of, and to vote at, the Xilinx special meeting, which is referred to as the “Xilinx record date,” are entitled to notice of and to vote at the Xilinx special meeting and any adjournments or postponements thereof.

The Xilinx board of directors has unanimously determined that the merger of Merger Sub with and into Xilinx, which is referred to as the “merger,” is fair to and in the best interests of Xilinx and its stockholders, and approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the Xilinx board of directors unanimously recommends that Xilinx stockholders vote:

 

•

“FOR” the Xilinx merger proposal;

•

“FOR” the Xilinx compensation proposal; and

 

•

“FOR” the Xilinx adjournment proposal.

Your vote is very important, regardless of the number of shares of Xilinx common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the merger, without approval of the Xilinx merger proposal. Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal.

Your vote is important. Whether or not you plan to virtually attend the Xilinx special meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares of Xilinx common stock at the Xilinx special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Xilinx stockholders entitled to vote at the Xilinx special meeting will be available at Xilinx’s headquarters during regular business hours for examination by any Xilinx stockholder for any purpose germane to the Xilinx special meeting for a period of at least ten days prior to the Xilinx special meeting. If you would like to examine the list of Xilinx stockholders of record, please contact Xilinx’s Corporate Secretary at corporate.secretary@xilinx.com to schedule an appointment or request access. If Xilinx’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will be made available for examination electronically upon request to Xilinx’s Corporate Secretary, subject to satisfactory verification of stockholder status. The list of Xilinx stockholders entitled to vote at the Xilinx special meeting will also be available for examination by any Xilinx stockholder during the Xilinx special meeting via the Xilinx special meeting website.

If you have any questions about the merger, please contact Xilinx at (408) 626-4293 or write to Xilinx , Inc., Attn: Investor Relations, at ir@xilinx.com.

If you have any questions about how to vote or direct a vote in respect of your shares of Xilinx common stock, please contact Xilinx’s proxy solicitor, Innisfree M&A Incorporated, at (877) 717-3923. Banks and brokers may call (212) 750-5833.

By Order of the Board of Directors,

Catia Hagopian

Senior Vice President, General Counsel and Secretary

Xilinx, Inc.

San Jose, California

Dated: [●], 2021

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about AMD and Xilinx from other documents that AMD and Xilinx have filed with the SEC and that are not contained in and are instead incorporated by reference in this joint proxy statement/prospectus. For a list of documents incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of this joint proxy statement/prospectus, any of the documents incorporated by reference in this joint proxy statement/prospectus or other information filed with the SEC by AMD or Xilinx, without charge, by written or telephonic request directed to the appropriate company at the following contacts:

 

For AMD stockholders:		For Xilinx stockholders:
Advanced Micro Devices, Inc. Attention: Corporate Secretary corporate.secretary@amd.com (408) 749-4000		Xilinx, Inc. Attention: Investor Relations ir@xilinx.com (408) 626-4293

In order for you to receive timely delivery of the documents in advance of the special meeting of AMD stockholders to be held on [●], 2021, which is referred to as the “AMD special meeting,” or the special meeting of Xilinx stockholders to be held on [●], 2021, which is referred to as the “Xilinx special meeting,” as applicable, you must request the information no later than [●], 2021.

If you have any questions about the AMD special meeting or the Xilinx special meeting, or need to obtain proxy cards or other information, please contact the applicable company’s proxy solicitor at the following contacts:

 

For AMD stockholders:		For Xilinx stockholders:
Mackenzie Partners, Inc. 1407 Broadway, 27th Floor New York, New York 10018 (800) 322-2885 Banks and Brokers: (212) 929-5500 proxy@mackenziepartners.com		Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 (877) 717-3923 Banks and Brokers: (212) 750-5833

The contents of the websites of the SEC, AMD, Xilinx or any other entity are not incorporated in this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference in this joint proxy statement/prospectus at these websites is being provided only for your convenience.

 

i

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by AMD (Registration No. 333-251119), constitutes a prospectus of AMD under Section 5 of the Securities Act with respect to the shares of AMD common stock to be issued to Xilinx stockholders pursuant to the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, by and among AMD, Merger Sub and Xilinx, which is referred to as the “merger agreement.” This document also constitutes a proxy statement of each of AMD and Xilinx under Section 14(a) of the Exchange Act. This joint proxy statement/prospectus also constitutes a notice of meeting with respect to each of the AMD and Xilinx special meetings.

AMD has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to AMD and Merger Sub, and Xilinx has supplied all such information relating to Xilinx. AMD and Xilinx have both contributed to such information relating to the merger.

You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. AMD and Xilinx have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2021, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference in this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to AMD or Xilinx stockholders nor the issuance by AMD of shares of AMD common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, when used in this joint proxy statement/prospectus:

 

•

“AMD” refers to Advanced Micro Devices, Inc., a Delaware corporation;

 

•

“AMD adjournment proposal” refers to the proposal to approve the adjournment of the AMD special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the AMD special meeting to approve the AMD share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to AMD stockholders;

 

•

“AMD board of directors” refers to the board of directors of AMD;

 

•

“AMD common stock” refers to the common stock, par value $0.01 per share, of AMD;

 

•

“AMD record date” refers to [●], 2021;

 

•

“AMD share issuance proposal” refers to the proposal to approve the issuance of shares of AMD common stock to Xilinx stockholders in connection with the merger;

 

•

“AMD special meeting” refers to the special meeting of AMD stockholders to consider and vote upon the AMD share issuance proposal and the AMD adjournment proposal;

 

•

“BofA Securities” refers to BofA Securities, Inc., financial advisor to Xilinx in connection with the proposed merger;

 

•

“Code” refers to the Internal Revenue Code of 1986, as amended;

 

•

“combined company” refers to AMD immediately following the completion of the merger and the other transactions contemplated by the merger agreement;

 

•

“Credit Suisse” refers to Credit Suisse Securities (USA) LLC, financial advisor to AMD in connection with the proposed merger;

 

ii

•

“DBO” refers to DBO Partners LLC, financial advisor to AMD in connection with the proposed merger;

 

•

“DGCL” refers to the General Corporation Law of the State of Delaware;

 

•

“effective time” refers to the date and time when the merger becomes effective under the DGCL, which will be the date and time at which the certificate of merger with respect to the merger is filed with the Secretary of State of the State of Delaware, or such later date and time as may be mutually agreed to in writing by AMD and Xilinx and specified in the certificate of merger;

 

•

“end date” refers to October 26, 2021, the date on which, subject to certain limitations in the merger agreement, the merger agreement may be terminated and the merger abandoned by either AMD or Xilinx (which date will be automatically extended in certain circumstances related to the receipt of required regulatory approvals or the absence of restraints under certain competition laws to January 26, 2022, and, subsequently, to April 26, 2022, pursuant to the terms of the merger agreement);

 

•

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

 

•

“exchange ratio” refers to 1.7234, which figure reflects the number of shares of AMD common stock that Xilinx stockholders will be entitled to receive in the merger for each share of Xilinx common stock held immediately prior to the effective time;

 

•

“GAAP” refers to U.S. generally accepted accounting principles;

 

•

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

•

“merger” refers to the merger of Merger Sub with and into Xilinx;

 

•

“merger agreement” refers to the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, by and among AMD, Merger Sub and Xilinx;

 

•

“Merger Sub” refers to Thrones Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AMD, formed for the purpose of effecting the merger as described in this joint proxy statement/prospectus;

 

•

“Morgan Stanley” refers to Morgan Stanley & Co. LLC, financial advisor to Xilinx in connection with the proposed merger;

 

•

“Nasdaq” refers to the Nasdaq Global Select Market;

 

•

“SEC” refers to the U.S. Securities and Exchange Commission;

 

•

“Securities Act” refers to the Securities Act of 1933, as amended;

 

•

“share issuance” refers to the issuance of shares of AMD common stock to Xilinx stockholders in connection with the merger.

 

•

“Xilinx” refers to Xilinx, Inc., a Delaware corporation;

 

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“Xilinx adjournment proposal” refers to the proposal to approve the adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Xilinx stockholders;

 

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“Xilinx board of directors” refers to the board of directors of Xilinx;

 

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“Xilinx common stock” refers to the common stock, par value $0.01 per share, of Xilinx;

 

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“Xilinx compensation proposal” refers to the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement;

 

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“Xilinx merger proposal” refers to the proposal to adopt the merger agreement;

 

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“Xilinx record date” refers to [●], 2021; and

 

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“Xilinx special meeting” refers to the special meeting of Xilinx stockholders to consider and vote upon the Xilinx merger proposal and related matters.

 

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TABLE OF CONTENTS

CONTENTS

 

		Page
QUESTIONS AND ANSWERS			1
SUMMARY			14
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMD			28
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF XILINX			30
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			32
COMPARATIVE HISTORICAL UNAUDITED PRO FORMA PER SHARE DATA			34
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			35
RISK FACTORS			37
THE PARTIES TO THE MERGER			53
THE AMD SPECIAL MEETING			55
AMD PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE			62
AMD PROPOSAL 2: ADJOURNMENT OF THE AMD SPECIAL MEETING			63
THE XILINX SPECIAL MEETING			64
XILINX PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT			71
XILINX PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS			72
XILINX PROPOSAL 3: ADJOURNMENT OF THE XILINX SPECIAL MEETING			73
THE MERGER			74
THE MERGER AGREEMENT			154
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			181
INFORMATION ABOUT AMD’S BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			196
CORPORATE GOVERNANCE OF AMD			204
AMD DIRECTORS’ COMPENSATION AND BENEFITS			210
AMD EXECUTIVE COMPENSATION			214
AMD—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			253
INTERESTS OF AMD DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER			254
INTERESTS OF XILINX DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER			255
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			262
COMPARISON OF STOCKHOLDERS’ RIGHTS			265
NO APPRAISAL RIGHTS			274
LEGAL MATTERS			275
EXPERTS			275
CERTAIN BENEFICIAL OWNERS OF AMD COMMON STOCK			276
CERTAIN BENEFICIAL OWNERS OF XILINX COMMON STOCK			278
STOCKHOLDER PROPOSALS			280
WHERE YOU CAN FIND MORE INFORMATION			282

 

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QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as an AMD or Xilinx stockholder, may have regarding the merger and the other matters being considered at the AMD and Xilinx special meetings, as applicable. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. See “Summary” for a summary of important information regarding the merger agreement, the merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under “Where You Can Find More Information.”

Why am I receiving this joint proxy statement/prospectus?

You are receiving this joint proxy statement/prospectus because Xilinx has agreed to be acquired by AMD through a merger of Merger Sub with and into Xilinx, with Xilinx continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of AMD. The merger agreement, which governs the terms and conditions of the merger, is attached as Annex A hereto.

Your vote is required in connection with the merger. AMD and Xilinx are sending these materials to their respective stockholders to help them decide how to vote their shares with respect to the share issuance, in the case of AMD, the adoption of the merger agreement, in the case of Xilinx, and other important matters.

What matters am I being asked to vote on?

In order to complete the merger, among other things:

 

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AMD stockholders must approve the AMD share issuance proposal; and

 

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Xilinx stockholders must approve the Xilinx merger proposal.

AMD: AMD is holding the AMD special meeting to obtain approval of the AMD share issuance proposal and the AMD adjournment proposal.

Xilinx: Xilinx is holding the Xilinx special meeting to obtain approval of the Xilinx merger proposal. At the Xilinx special meeting, Xilinx stockholders will also be asked to consider and vote on the Xilinx compensation proposal and the Xilinx adjournment proposal.

Your vote is very important, regardless of the number of shares that you own. The approval of the AMD share issuance proposal and the Xilinx merger proposal are conditions to the obligations of AMD and Xilinx to complete the merger. The approval of the AMD adjournment proposal, the Xilinx compensation proposal and the Xilinx adjournment proposal are not conditions to the obligations of AMD or Xilinx to complete the merger.

When and where will each of the special meetings take place?

AMD: The AMD special meeting will be held solely virtually via live webcast on [●], 2021, beginning at 9:30 a.m., Pacific Time. AMD stockholders will be able to virtually attend and vote at the AMD special meeting by visiting www.virtualshareholdermeeting.com/AMD2021SM, which is referred to as the “AMD special meeting website.” In order to virtually attend and vote at the AMD special meeting, you will need the 16-digit control number located on your proxy card. AMD has retained Broadridge Financial Solutions, which is referred to as “Broadridge,” to host the live webcast of the AMD special meeting. On the day of the AMD special meeting, Broadridge may be contacted at (844) 976-0738 (U.S.) or (303) 562-9301 (international), and will be available to answer any questions regarding how to virtually attend the AMD special meeting or if you encounter any technical difficulty accessing or during the AMD special meeting. See “The AMD Special Meeting—Virtually Attending the AMD Special Meeting.”

 

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Xilinx: The Xilinx special meeting will be held solely virtually via live webcast on [●], 2021, beginning at 9:30 a.m., Pacific Time. Xilinx stockholders will be able to virtually attend and vote at the Xilinx special meeting by visiting https://viewproxy.com/Xilinx/2021, which is referred to as the “Xilinx special meeting website.” In order to virtually attend and vote at the Xilinx special meeting, you must first register at the Xilinx special meeting website in order to obtain a unique meeting invitation by electronic mail. Xilinx has retained Alliance Advisors, which is referred to as “Alliance,” to host the live webcast of the Xilinx special meeting. On the day of the Xilinx special meeting, Alliance may be contacted at (866) 612-8937 (U.S.), (800) 574-6504 or (973) 547-3547 (international) or at virtualmeeting@viewproxy.com to answer any questions regarding how to virtually attend the Xilinx special meeting or if you encounter any technical difficulty accessing or during the Xilinx special meeting. See “The Xilinx Special Meeting—Virtually Attending the Xilinx Special Meeting.”

Even if you plan to virtually attend your respective company’s special meeting, AMD and Xilinx recommend that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the applicable special meeting.

If you hold your shares in “street name,” you may virtually attend and vote at your respective company’s special meeting only if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares.

Does my vote matter?

Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless the AMD share issuance proposal is approved by AMD stockholders and the Xilinx merger proposal is approved by Xilinx stockholders.

AMD

 

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AMD Share Issuance Proposal. Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD share issuance proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal to vote on the AMD share issuance proposal will have the same effect as a vote “AGAINST” the AMD share issuance proposal. However, assuming a quorum is present at the AMD special meeting, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD share issuance proposal, voting power will deemed to be withheld with respect to the AMD share issuance proposal and such failure to provide voting instructions will have no effect on the AMD share issuance proposal.

 

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AMD Adjournment Proposal. Whether or not a quorum is present at the AMD special meeting, approval of the AMD adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the

 

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AMD adjournment proposal to vote on the AMD adjournment proposal will have the same effect as a vote “AGAINST” the AMD adjournment proposal. However, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD adjournment proposal, voting power will deemed to be withheld with respect to the AMD adjournment proposal and such failure to provide voting instructions will have no effect on the AMD adjournment proposal.

Xilinx

 

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Xilinx merger proposal. Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal. The failure to vote by proxy or to virtually attend and vote at the Xilinx special meeting, including an abstention, will have the same effect as a vote “AGAINST” the Xilinx merger proposal (assuming a quorum is present at the Xilinx special meeting).

 

•

Xilinx compensation proposal. Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx compensation proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. The failure to vote by proxy and to virtually attend and vote at the Xilinx special meeting will have no effect on the Xilinx compensation proposal (assuming a quorum is present at the Xilinx special meeting). Accordingly, assuming a quorum is present at the Xilinx special meeting, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx compensation proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting to vote on the Xilinx compensation proposal will have the same effect as a vote “AGAINST” the Xilinx compensation proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal, it will have the same effect as a vote “AGAINST” the Xilinx compensation proposal.

 

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Xilinx adjournment proposal. Whether or not a quorum is present at the Xilinx special meeting, approval of the Xilinx adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting on the Xilinx adjournment proposal to vote on the Xilinx adjournment proposal will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal.

What will Xilinx stockholders receive for their shares of Xilinx common stock if the merger is completed?

If the merger is completed, each share of Xilinx common stock outstanding as of immediately prior to the effective time will be converted into the right to receive 1.7234 shares of AMD common stock, which number is referred to as the “exchange ratio.” Each Xilinx stockholder will receive cash (without interest and less any applicable withholding taxes) in lieu of any fractional shares of AMD common stock that such Xilinx

 

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stockholder would otherwise receive in the merger. Any cash amounts to be received by a Xilinx stockholder in lieu of fractional shares of AMD common stock will be rounded to the nearest whole cent.

Because AMD will issue a fixed number of shares of AMD common stock in exchange for each share of Xilinx common stock, the value of the merger consideration that Xilinx stockholders will receive in the merger will depend on the market price of shares of AMD common stock at the time the merger is completed. The market price of shares of AMD common stock that Xilinx stockholders receive at the time the merger is completed could be greater than, less than or the same as the market price of shares of AMD common stock on the date of this joint proxy statement/prospectus or at the times of the AMD and Xilinx special meetings. Accordingly, you should obtain current market quotations for AMD common stock and Xilinx common stock before deciding how to vote on the AMD share issuance proposal and the Xilinx merger proposal, as applicable. AMD and Xilinx common stock are traded on Nasdaq, under the symbols “AMD” and “XLNX,” respectively. Shares of common stock of the combined company will trade on Nasdaq under the symbol “AMD” after completion of the merger. For more information regarding the merger consideration to be received by Xilinx stockholders if the merger is completed, see “The Merger Agreement—Merger Consideration.”

How does the AMD board of directors recommend that I vote at the AMD special meeting?

The AMD board of directors unanimously recommends that you vote “FOR” the AMD share issuance proposal and “FOR” the AMD adjournment proposal.

Other than with respect to continued service for, employment by and the right to continued indemnification by the combined company, as of the date of this joint proxy statement/prospectus, AMD directors and executive officers do not have interests in the merger that are different from, or in addition to, the interests of other AMD stockholders generally. See “Interests of AMD Directors and Executive Officers in the Merger.”

How does the Xilinx board of directors recommend that I vote at the Xilinx special meeting?

The Xilinx board of directors unanimously recommends that you vote “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and “FOR” the Xilinx adjournment proposal.

In considering the recommendations of the Xilinx board of directors, Xilinx stockholders should be aware that Xilinx directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Xilinx stockholders generally. These interests may include, among others, the payment of severance benefits and acceleration of outstanding Xilinx equity awards upon certain terminations of employment or service, and the combined company’s agreement to indemnify Xilinx directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see “Interests of Xilinx Directors and Executive Officers in the Merger.”

Who is entitled to vote at each special meeting?

AMD

All holders of record of shares of AMD common stock who held shares at the close of business on [●], 2021 (the AMD record date) are entitled to receive notice of, and to vote at, the AMD special meeting. Each such holder of AMD common stock is entitled to cast one vote on each matter properly brought before the AMD special meeting for each share of AMD common stock that such holder owned of record as of the AMD record date. Virtual attendance at the AMD special meeting via the AMD special meeting website is not required to vote. See below and “The AMD Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the AMD special meeting.

 

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Xilinx

All holders of record of shares of Xilinx common stock who held shares at the close of business on [●], 2021 (the Xilinx record date) are entitled to receive notice of, and to vote at, the Xilinx special meeting. Each such holder of Xilinx common stock is entitled to cast one vote on each matter properly brought before the Xilinx special meeting for each share of Xilinx common stock that such holder owned of record as of the Xilinx record date. Virtual attendance at the Xilinx special meeting via the Xilinx special meeting website is not required to vote. See below and “The Xilinx Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the Xilinx special meeting.

What is a proxy?

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of AMD or Xilinx common stock, as applicable, is referred to as a “proxy card.”

How many votes do I have at each special meeting?

AMD

Each AMD stockholder is entitled to one vote for each share of AMD common stock held of record as of the close of business on the AMD record date. As of the close of business on the AMD record date, there were [●] shares of AMD common stock outstanding.

Xilinx

Each Xilinx stockholder is entitled to one vote for each share of Xilinx common stock held of record as of the close of business on the Xilinx record date. As of the close of business on the Xilinx record date, there were [●] shares of Xilinx common stock outstanding.

What constitutes a quorum for each special meeting?

AMD

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

The holders of a majority of the issued and outstanding shares of AMD common stock entitled to vote at the AMD special meeting must be virtually present via the AMD special meeting website or represented by proxy in order to constitute a quorum.

Xilinx

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

The holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting must be virtually present via the Xilinx special meeting website or represented by proxy in order to constitute a quorum.

Where will the AMD common stock that I receive in the merger be publicly traded?

The shares of AMD common stock to be issued to Xilinx stockholders in the merger will be listed for trading on Nasdaq under the symbol “AMD.”

 

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What happens if the merger is not completed?

If the AMD share issuance proposal is not approved by AMD stockholders, if the Xilinx merger proposal is not approved by Xilinx stockholders or if the merger is not completed for any other reason, Xilinx stockholders will not receive the merger consideration or any other consideration in connection with the merger, and their shares of Xilinx common stock will remain outstanding.

If the merger is not completed, Xilinx will remain an independent public company, the Xilinx common stock will continue to be listed and traded on Nasdaq under the symbol “XLNX” and AMD will not complete the share issuance contemplated by the merger agreement, regardless of whether the AMD share issuance proposal has been approved by AMD stockholders.

If the merger agreement is terminated under specified circumstances, including if the Xilinx board of directors changes its recommendation, Xilinx may be required to pay AMD a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including the failure to receive certain required regulatory approvals, AMD may be required to pay Xilinx a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including if the AMD board of directors changes its recommendation, AMD may be required to pay Xilinx a termination fee of $1.5 billion. See “The Merger Agreement—Termination Fees.”

How can I virtually vote my shares at my respective special meeting?

AMD

Shares held directly in your name as an AMD stockholder of record may be virtually voted at the AMD special meeting via the AMD special meeting website. You will need the 16-digit control number included on your proxy card in order to access and vote via the AMD special meeting website as described under “The AMD Special Meeting—Virtually Attending the AMD Special Meeting.”

Shares held in “street name” may be virtually voted at the AMD special meeting via the AMD special meeting website only if you obtain a specific control number and follow the instructions provided by your bank, broker or other nominee. See “The AMD Special Meeting—Virtually Attending the AMD Special Meeting.”

Xilinx

Shares held directly in your name as a Xilinx stockholder of record may be virtually voted at the Xilinx special meeting via the Xilinx special meeting website. In order to virtually attend and vote at the Xilinx special meeting, you must first register at the Xilinx special meeting website in order to obtain a unique meeting invitation by electronic mail.

Shares held in “street name” may be virtually voted at the Xilinx special meeting via the Xilinx special meeting website only if you obtain a specific control number and follow the instructions provided by your, broker or other nominee. See “The Xilinx Special Meeting—Virtually Attending the Xilinx Special Meeting.”

Even if you plan to virtually attend your respective company’s special meeting via the applicable special meeting website, AMD and Xilinx recommend that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the respective special meeting.

For additional information on virtually attending the special meetings, see “The AMD Special Meeting” and “The Xilinx Special Meeting.”

How can I vote my shares without virtually attending my company’s special meeting?

Whether you hold your shares directly as a stockholder of record of AMD or Xilinx or beneficially in “street name,” you may direct your vote by proxy without virtually attending the AMD or Xilinx special meeting, as applicable. If you are a stockholder of record, you can vote by proxy over the internet, by telephone or by mail by

 

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following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

For additional information on voting procedures, see “The AMD Special Meeting” and “The Xilinx Special Meeting.”

What is a “broker non-vote”?

Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be brought before the AMD and Xilinx special meetings are “non-routine” matters under Nasdaq rules.

A “broker non-vote” occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the AMD and Xilinx special meetings are non-routine matters under Nasdaq rules for which brokers do not have discretionary authority to vote, AMD and Xilinx do not expect there to be any broker non-votes at the AMD or Xilinx special meetings.

What stockholder vote is required for the approval of each proposal at the AMD special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the AMD special meeting?

AMD Proposal 1: AMD Share Issuance Proposal

Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD share issuance proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal to vote on the AMD share issuance proposal will have the same effect as a vote “AGAINST” the AMD share issuance proposal. However, assuming a quorum is present at the AMD special meeting, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD share issuance proposal, voting power will deemed to be withheld with respect to the AMD share issuance proposal and such failure to provide voting instructions will have no effect on the AMD share issuance proposal.

AMD Proposal 2: AMD Adjournment Proposal

Whether or not a quorum is present at the AMD special meeting, approval of the AMD adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD

 

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adjournment proposal to vote on the AMD adjournment proposal will have the same effect as a vote “AGAINST” the AMD adjournment proposal. However, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD adjournment proposal, voting power will deemed to be withheld with respect to the AMD adjournment proposal and such failure to provide voting instructions will have no effect on the AMD adjournment proposal.

What stockholder vote is required for the approval of each proposal at the Xilinx special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Xilinx special meeting?

Xilinx Proposal 1: Xilinx Merger Proposal

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal. Accordingly, an abstention or other failure to vote on the Xilinx merger proposal will have the same effect as a vote “AGAINST” the Xilinx merger proposal.

Xilinx Proposal 2: Xilinx Compensation Proposal

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx compensation proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, assuming a quorum is present at the Xilinx special meeting, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx compensation proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting to vote on the Xilinx compensation proposal will have the same effect as a vote “AGAINST” the Xilinx compensation proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal, it will have the same effect as a vote “AGAINST” the Xilinx compensation proposal.

Xilinx Proposal 3: Xilinx Adjournment Proposal

Whether or not a quorum is present at the Xilinx special meeting, approval of the Xilinx adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting to vote on the Xilinx adjournment proposal will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal.

Why am I being asked to consider and vote on a proposal to approve, by non-binding advisory vote, the merger-related compensation for Xilinx named executive officers (the Xilinx compensation proposal)?

Under SEC rules, Xilinx is required to seek a non-binding advisory vote of its stockholders relating to the compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the merger (also known as “golden parachute” compensation).

 

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What happens if Xilinx stockholders do not approve, by non-binding advisory vote, the merger-related compensation for Xilinx named executive officers (the Xilinx compensation proposal)?

Because the vote on the proposal to approve the Xilinx compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Xilinx or the combined company. Accordingly, the merger-related compensation, which is described under “Interests of Xilinx Directors and Executive Officers in the Merger,” may be paid to Xilinx named executive officers even if Xilinx stockholders do not approve the Xilinx compensation proposal.

What if I hold shares of both AMD and Xilinx common stock?

If you are both an AMD stockholder and a Xilinx stockholder, you will receive two separate packages of proxy materials. A vote cast as an AMD stockholder will not count as a vote cast as a Xilinx stockholder, and a vote cast as a Xilinx stockholder will not count as a vote cast as an AMD stockholder. Therefore, please follow the instructions received with each set of materials you receive in order to submit separate proxies for your shares of AMD common stock and your shares of Xilinx common stock.

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?

If your shares of AMD or Xilinx common stock are registered directly in your name with the transfer agent of AMD and Xilinx, respectively, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at the applicable special meeting. You may also grant a proxy directly to AMD or Xilinx, as applicable, or to a third party to vote your shares at the applicable special meeting.

If your shares of AMD or Xilinx common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by them to vote your shares. In order to virtually attend and vote at the AMD special meeting via the AMD special meeting website or the Xilinx special meeting via the Xilinx special meeting website, you will need to obtain a specific control number and follow the other procedures provided by your bank, broker or other nominee.

If my shares of AMD or Xilinx common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

No. Your bank, broker or other nominee will only be permitted to vote your shares of AMD or Xilinx common stock, as applicable, if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under Nasdaq rules, banks, brokers and other nominees who hold shares of AMD or Xilinx common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the AMD and Xilinx special meetings. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

For AMD stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares of AMD common stock will have no effect on the AMD share issuance proposal or the AMD adjournment proposal (assuming a quorum is present at the AMD special meeting).

For Xilinx stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares of Xilinx common stock will be the same as a vote “AGAINST” the Xilinx merger proposal, but will have no effect on the Xilinx compensation proposal (assuming a quorum is present at the Xilinx special meeting) or the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name”

 

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through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal or the Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” such proposal.

What should I do if I receive more than one set of voting materials for the same special meeting?

If you hold shares of AMD or Xilinx common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of AMD or Xilinx common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

Record Holders. For shares held directly, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to ensure that all of your shares of AMD or Xilinx common stock are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to submit a proxy or vote your shares.

If a stockholder gives a proxy, how are the shares of AMD or Xilinx common stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of AMD or Xilinx common stock, as applicable, in the way that you indicate. For each item before the AMD or Xilinx special meeting, as applicable, you may specify whether your shares of AMD or Xilinx common stock, as applicable, should be voted for or against, or abstain from voting.

How will my shares of AMD common stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of AMD common stock to be voted, then your shares of AMD common stock will be voted in accordance with the recommendation of the AMD board of directors: “FOR” the AMD share issuance proposal and “FOR” the AMD adjournment proposal.

How will my shares of Xilinx common stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of Xilinx common stock to be voted, then your shares of Xilinx common stock will be voted in accordance with the recommendation of the Xilinx board of directors: “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and “FOR” the Xilinx adjournment proposal.

Can I change my vote after I have submitted my proxy?

Any AMD or Xilinx stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the applicable special meeting by doing any of the following:

 

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subsequently submitting a new proxy (including over the internet or telephone) for the applicable special meeting that is received by the deadline specified on the accompanying proxy card;

 

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giving written notice of your revocation to AMD’s or Xilinx’s Corporate Secretary, as applicable; or

 

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virtually attending and voting at the applicable special meeting via the applicable special meeting website.

 

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Execution or revocation of a proxy will not in any way affect your right to virtually attend and vote at the applicable special meeting via the applicable special meeting website. Written notices of revocation and other communications relating to the revocation of proxies should be addressed:

 

If you are an AMD stockholder:		If you are a Xilinx stockholder:
Advanced Micro Devices, Inc.		Xilinx, Inc.
Attn: Corporate Secretary		Attn: Corporate Secretary
corporate.secretary@amd.com		corporate.secretary@xilinx.com
2485 Augustine Drive		2100 Logic Drive
Santa Clara, California 95054		San Jose, California 95124

See “The AMD Special Meeting—Revocability of Proxies” and “The Xilinx Special Meeting—Revocability of Proxies.”

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Where can I find the voting results of the special meetings?

The preliminary voting results for each special meeting are expected to be announced at that special meeting. In addition, within four business days following certification of the final voting results, each of AMD and Xilinx will file the final voting results of its respective special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

Do Xilinx stockholders have dissenters’ or appraisal rights?

Xilinx stockholders are not entitled to appraisal or dissenters’ rights under the DGCL. If Xilinx stockholders are not in favor of the merger, they may vote against or choose to abstain from voting on the Xilinx merger proposal. See “No Appraisal Rights.” Information about how Xilinx stockholders may vote on the proposals being considered in connection with the merger can be found under “The Xilinx Special Meeting.”

Are there any risks that I should consider in deciding whether to vote for the approval of the AMD share issuance proposal or the Xilinx merger proposal?

Yes. You should read and carefully consider the risk factors set forth under “Risk Factors.” You also should read and carefully consider the risk factors relating to AMD and Xilinx that are contained in the documents that are incorporated by reference in this joint proxy statement/prospectus.

What happens if I sell my shares of AMD or Xilinx common stock after the respective record date but before the respective special meeting?

The AMD record date is earlier than the date of the AMD special meeting, and the Xilinx record date is earlier than the date of the Xilinx special meeting. If you sell or otherwise transfer your shares of AMD or Xilinx common stock after the applicable record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

 

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Who will solicit and pay the cost of soliciting proxies?

AMD has engaged Mackenzie Partners, Inc., which is referred to as “Mackenzie Partners,” to assist in the solicitation of proxies for the AMD special meeting. AMD estimates that it will pay Mackenzie Partners a fee of approximately $60,000, plus reimbursement for certain out-of-pocket fees and expenses. AMD has agreed to indemnify Mackenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Xilinx has engaged Innisfree M&A Incorporated, which is referred to as “Innisfree,” to assist in the solicitation of proxies for the Xilinx special meeting. Xilinx estimates that it will pay Innisfree a fee of approximately $40,000, plus reimbursement for certain out-of-pocket fees and expenses. Xilinx has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

AMD and Xilinx also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of AMD and Xilinx common stock, respectively. AMD and Xilinx directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

When is the merger expected to be completed?

Subject to the satisfaction or waiver of the closing conditions described under “The Merger Agreement—Conditions to the Completion of the Merger,” including approval of the AMD share issuance proposal by AMD stockholders and approval of the Xilinx merger proposal by Xilinx stockholders, the merger is currently expected to be completed by the end of the 2021 calendar year. However, neither AMD nor Xilinx can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion of the merger is subject to conditions and factors beyond the control of both companies, including the receipt of certain required regulatory approvals. AMD and Xilinx hope to complete the merger as soon as reasonably practicable. Also see “The Merger—Regulatory Approvals.”

What respective equity stakes will AMD and Xilinx stockholders hold in the combined company immediately following the merger?

Based on the number of shares of AMD and Xilinx common stock outstanding on February 10, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the merger, former Xilinx stockholders are expected to own approximately 25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74.1% of the outstanding shares of AMD common stock. The relative ownership interests of AMD stockholders and former Xilinx stockholders in the combined company immediately following the merger will depend on the number of shares of AMD and Xilinx common stock issued and outstanding immediately prior to the merger.

If I am a Xilinx stockholder, how will I receive the merger consideration to which I am entitled?

If you hold your shares of Xilinx common stock in book-entry form, whether through The Depository Trust Company, which is referred to as “DTC,” or otherwise, you will not be required to take any specific actions to exchange your shares of Xilinx common stock for shares of AMD common stock. Such shares will, following the effective time, be automatically exchanged for shares of AMD common stock (in book-entry form) and cash in lieu of any fractional shares of AMD common stock to which you are entitled. If you instead hold your shares of Xilinx common stock in certificated form, then, after receiving the proper documentation from you following the effective time, the exchange agent will deliver to you the shares of AMD common stock (in book-entry form) and cash in lieu of any fractional shares of AMD common stock to which you are entitled. See “The Merger Agreement—Exchange of Shares.”

 

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What should I do now?

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes. Then, you may vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, so that your shares will be voted in accordance with your instructions.

How can I find more information about AMD and Xilinx?

You can find more information about AMD and Xilinx from various sources described under “Where You Can Find More Information.”

Whom do I call if I have questions about the special meetings or the merger?

If you have questions about the special meetings or the merger, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact your company’s proxy solicitor:

 

If you are an AMD stockholder:   Mackenzie Partners, Inc. 1407 Broadway, 27th Floor New York, New York 10018 (800) 322-2885 Banks and Brokers: (212) 929-5500 proxy@mackenziepartners.com		If you are a Xilinx stockholder:   Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 (877) 717-3923 Banks and Brokers: (212) 750-5833

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, the documents that AMD and Xilinx refer you to in the registration statement and oral statements made or to be made by AMD and Xilinx include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the “safe harbor provisions.” Statements contained or incorporated by reference in the registration statement of which this joint proxy statement/prospectus forms a part that are not historical facts are forward-looking statements, including statements about the beliefs and expectations of AMD and Xilinx management relating to the merger and future financial condition and performance. Words such as “believe,” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements that are intended to be covered by the safe harbor provisions. Investors are cautioned that any forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond the control of both companies, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. Although these forward-looking statements are based on assumptions that AMD and Xilinx management, as applicable, believe to be reasonable, they can give no assurance that these expectations will prove to be correct. Investors are cautioned not to place undue reliance on these forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:

 

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the occurrence of any change, event, series of events or circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require AMD to pay a termination fee to Xilinx or require Xilinx to pay a termination fee to AMD;

 

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uncertainties related to the timing of the receipt of required regulatory approvals for the merger and the possibility that AMD and Xilinx may be required to accept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to obtaining regulatory approvals or that the required regulatory approvals might not be obtained at all;

 

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the price of AMD and Xilinx common stock could change before the completion of the merger, including as a result of uncertainty as to the long-term value of the common stock of the combined company or as a result of broader stock market movements;

 

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the possibility that the parties are unable to complete the merger due to the failure of AMD stockholders to approve the share issuance or of Xilinx stockholders to adopt the merger agreement, or the failure to satisfy any of the other conditions to the completion of the merger, or unexpected delays in satisfying any conditions;

 

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delays in closing, or the failure to close, the merger for any reason, could negatively impact AMD, Xilinx or the combined company;

 

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risks that the pendency or completion of the merger and the other transactions contemplated by the merger agreement disrupt current plans and operations, which may adversely impact AMD’s or Xilinx’s respective businesses;

 

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difficulties or delays in integrating the businesses of AMD and Xilinx following completion of the merger or fully realizing the anticipated synergies or other benefits expected from the merger;

 

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certain restrictions during the pendency of the proposed merger that may impact the ability of AMD or Xilinx to pursue certain business opportunities or strategic transactions;

 

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the risk of legal proceedings that have been or may be instituted against AMD, Xilinx, their directors and/or others relating to the merger;

 

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risks related to the diversion of the attention and time of AMD or Xilinx management from ongoing business concerns;

 

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the risk that the proposed merger or any announcement relating to the proposed merger could have an adverse effect on the ability of AMD or Xilinx to retain and hire key personnel or maintain relationships with customers, suppliers, distributors, vendors, strategic partners or other third parties, including regulators and other governmental authorities or agencies, or on AMD’s or Xilinx’s respective operating results and businesses generally;

 

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the potentially significant amount of any costs, fees, expenses, impairments or charges related to the merger;

 

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the potential dilution of AMD and Xilinx stockholders’ ownership percentage of the combined company as compared to their ownership percentage of AMD or Xilinx, as applicable, prior to the merger;

 

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the business, economic, political and other conditions in the countries in which AMD or Xilinx operate;

 

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events beyond the control of AMD and Xilinx, such as acts of terrorism or the continuation or worsening of the COVID-19 pandemic and changes in applicable law, including changes in AMD’s or Xilinx’s estimates of their expected tax rate based on current tax law;

 

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the potential dilution of the combined company’s earnings per share as a result of the merger;

 

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AMD and Xilinx directors and executive officers having interests in the merger that are different from, or in addition to, the interests of AMD and Xilinx stockholders generally; and

 

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the possibility that the combined company’s results of operations, cash flows and financial position after the merger may differ materially from the unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus.

For further discussion of these and other risks, contingencies and uncertainties applicable to AMD and Xilinx, their respective businesses and the proposed merger, see “Risk Factors” in this joint proxy statement/prospectus and in similarly titled sections in AMD’s and Xilinx’s other filings with the SEC that are incorporated by reference herein. See “Where You Can Find More Information.”

All subsequent written or oral forward-looking statements attributable to AMD, Xilinx or any person acting on either of their behalf are expressly qualified in their entirety by these cautionary statements. Neither AMD nor Xilinx is under any obligation to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, and each expressly disclaims any obligation to do so, except as may be required by law.

 

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RISK FACTORS

In considering how to vote on the proposals to be considered and voted on at the AMD and Xilinx special meetings, you are urged to carefully consider all of the information contained or incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.” You should also read and consider the risks associated with each of the businesses of AMD and Xilinx because those risks will affect the combined company. The risks associated with the business of AMD can be found in AMD’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and the risks associated with the business of Xilinx can be found in Xilinx’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), each of which is incorporated by reference in this joint proxy statement/prospectus. In addition, you are urged to carefully consider the following material risks relating to the merger and the businesses of AMD, Xilinx and the combined company.

Risks Relating to the Merger

Because the exchange ratio is fixed and will not be adjusted in the event of any change in the price of either AMD or Xilinx common stock, the value of the consideration that Xilinx stockholders will receive in the merger is uncertain.

Upon completion of the merger, each share of Xilinx common stock outstanding immediately prior to the merger, other than shares held in treasury by Xilinx or held directly by AMD or Merger Sub, will be converted into the right to receive 1.7234 shares of AMD common stock (with cash, without interest and less any applicable withholding taxes, in lieu of any fractional shares of AMD common stock). This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either AMD or Xilinx common stock prior to the completion of the merger. The market prices of AMD and Xilinx common stock have fluctuated prior to and after the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the dates of the AMD and Xilinx special meetings, and through the date the merger is consummated.

Because the value of the merger consideration will depend on the market price of AMD common stock at the time the merger is completed, Xilinx stockholders will not know or be able to determine at the time of the Xilinx special meeting the market value of the merger consideration they would receive upon completion of the merger. Similarly, AMD stockholders will not know or be able to determine at the time of the AMD special meeting the market value of the shares of AMD common stock to be issued pursuant to the merger agreement compared to the market value of the shares of Xilinx common stock that are being exchanged in the merger.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in AMD’s or Xilinx’s respective businesses, operations and prospects, the uncertainty as to the extent of the duration, scope and impact of the COVID-19 pandemic, market assessments of the likelihood that the merger will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of AMD and Xilinx common stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which AMD and Xilinx operate, and the timing of the merger and receipt of required regulatory approvals.

Many of these factors are beyond the control of AMD and Xilinx, and neither AMD nor Xilinx is permitted to terminate the merger agreement solely due to a decline in the market price of the common stock of the other party. You are urged to obtain current market quotations for AMD and Xilinx common stock in determining whether to vote in favor of the AMD share issuance proposal, in the case of AMD stockholders, or the Xilinx merger proposal, in the case of Xilinx stockholders.

 

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The market price of AMD common stock will continue to fluctuate after the merger.

Upon completion of the merger, Xilinx stockholders will become holders of AMD common stock. The market price of the common stock of the combined company will continue to fluctuate, potentially significantly, following completion of the merger, including for the reasons described above. As a result, former Xilinx stockholders could lose some or all of the value of their investment in AMD common stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the AMD common stock received in the merger, regardless of the combined company’s actual operating performance.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

The merger is subject to a number of conditions that must be satisfied, including the approval by AMD stockholders of the AMD share issuance proposal and approval by Xilinx stockholders of the Xilinx merger proposal, or waived (to the extent permitted), in each case prior to the completion of the merger. These conditions are described under “The Merger Agreement—Conditions to the Completion of the Merger.” These conditions to the completion of the merger, some of which are beyond the control of AMD and Xilinx, may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or not completed.

Additionally, either AMD or Xilinx may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by the end date. In addition, if the merger agreement is terminated under specified circumstances, including if the Xilinx board of directors changes its recommendation, Xilinx may be required to pay AMD a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including the failure to receive certain required regulatory approvals, AMD may be required to pay Xilinx a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including if the AMD board of directors changes its recommendation, AMD may be required to pay Xilinx a termination fee of $1.5 billion. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by AMD or Xilinx.

The termination of the merger agreement could negatively impact AMD or Xilinx and the trading prices of the AMD or Xilinx common stock.

If the merger is not completed for any reason, including because AMD stockholders fail to approve the AMD share issuance proposal or because Xilinx stockholders fail to approve the Xilinx merger proposal, the ongoing businesses of AMD and Xilinx may be adversely affected and, without realizing any of the expected benefits of having completed the merger, AMD and Xilinx would be subject to a number of risks, including the following:

 

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each company may experience negative reactions from the financial markets, including negative impacts on its stock price;

 

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each company may experience negative reactions from its customers, suppliers, distributors and employees;

 

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each company will be required to pay its respective costs relating to the merger, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the merger is completed;

 

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the merger agreement places certain restrictions on the conduct of each company’s business prior to completion of the merger and such restrictions, the waiver of which is subject to the consent of the other company (not to be unreasonably withheld, conditioned or delayed), which may have prevented AMD and Xilinx from taking actions during the pendency of the merger that would have been beneficial (see “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” for a description of the restrictive covenants applicable to AMD and Xilinx); and

 

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matters relating to the merger (including integration planning) will require substantial commitments of time and resources by AMD and Xilinx management, which could otherwise have been devoted to day-to-day operations or to other opportunities that may have been beneficial to AMD or Xilinx, as applicable, as an independent company.

The market price for shares of AMD common stock may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of AMD or Xilinx common stock.

Upon consummation of the merger, AMD stockholders and Xilinx stockholders will both hold shares of common stock in the combined company. AMD’s businesses differ from those of Xilinx, and Xilinx’s businesses differ from those of AMD, and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the results of operations of AMD and Xilinx. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either AMD or Xilinx. For a discussion of the businesses of each of AMD and Xilinx and some important factors to consider in connection with those businesses, see “The Parties to the Merger” and the other information contained or incorporated in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Based on the number of shares of Xilinx common stock outstanding as of February 10, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, it is expected that AMD will issue approximately 423.6 million shares of AMD common stock in the merger. Former Xilinx stockholders may decide not to hold the shares of AMD common stock that they will receive in the merger, and AMD stockholders may decide to reduce their investment in AMD as a result of the changes to AMD’s investment profile as a result of the merger. Other Xilinx stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of AMD common stock that they receive in the merger. Such sales of AMD common stock could have the effect of depressing the market price for AMD common stock.

The shares of common stock of the combined company to be received by Xilinx stockholders as a result of the merger will have rights different from the shares of Xilinx common stock.

Upon completion of the merger, Xilinx stockholders will no longer be stockholders of Xilinx, but will instead become stockholders of AMD. As AMD and Xilinx are both Delaware corporations, the rights of AMD and Xilinx stockholders are not materially different. However, there are certain differences in the rights of AMD stockholders under AMD’s amended and restated certificate of incorporation, which is referred to as the “AMD charter,” and AMD’s amended and restated bylaws, which are referred to as the “AMD bylaws,” and of Xilinx stockholders under Xilinx’s amended and restated certificate of incorporation, which is referred to as the “Xilinx charter,” and Xilinx’s amended and restated bylaws, which are referred to as the “Xilinx bylaws.” See “Comparison of Stockholders’ Rights” for a discussion of these rights.

After the merger, Xilinx stockholders will have a significantly lower ownership and voting interest in AMD than they currently have in Xilinx and will exercise less influence over management and policies of the combined company.

Based on the number of shares of AMD and Xilinx common stock outstanding on February 10, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the merger, former Xilinx stockholders are expected to own approximately 25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74.1% of the outstanding shares of AMD common stock. Consequently, former Xilinx stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of Xilinx.

 

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Until the completion of the merger or the termination of the merger agreement in accordance with its terms, AMD and Xilinx are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to AMD, Xilinx and/or their respective stockholders.

From and after the date of the merger agreement and prior to completion of the merger, the merger agreement restricts AMD and Xilinx from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent AMD or Xilinx, as applicable, from taking actions during the pendency of the merger that would have been beneficial. Adverse effects arising from these restrictions during the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the merger agreement. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion.”

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the merger.

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part registering the AMD common stock issuable pursuant to the merger agreement and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or earlier termination of any applicable waiting period (or any extension thereof), and the receipt of required approvals, under U.S. and certain foreign competition laws, approval for listing on Nasdaq of the shares of AMD common stock to be issued pursuant to the merger agreement, and the absence of governmental restraints or prohibitions preventing the consummation of the merger. To the extent required, foreign investment filings will also be made, though these are not closing conditions. The obligation of each of AMD and Xilinx to consummate the merger is also conditioned on, among other things, the truth and accuracy of the representations and warranties made by the other party on the date of the merger agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by the other party in all material respects of its obligations under the merger agreement. No assurance can be given that the required stockholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that AMD and Xilinx expect to achieve if the merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement—Conditions to the Completion of the Merger.”

AMD and Xilinx must obtain certain regulatory approvals and clearances to consummate the merger, which, if delayed, not granted or granted with burdensome or unacceptable conditions, could prevent, substantially delay or impair consummation of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.

The completion of the merger is subject to the termination or expiration of any applicable waiting period (or extension thereof) under the HSR Act, which occurred as of 11:59 p.m., Eastern Time, on January 11, 2021, and the receipt of the other specified regulatory clearances and approvals, including antitrust authorizations or approvals in the European Union, the United Kingdom, China and certain additional jurisdictions. These jurisdictions can also impose conditions on case approval under the applicable competition laws as they deem necessary or desirable, including, but not limited to, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to not engage in certain types of conduct.

United States. With respect to the United States, under the HSR Act, the merger may not be completed until Notification and Report Forms have been filed with the U.S. Federal Trade Commission, which is referred to as

 

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the “FTC,” and the U.S. Department of Justice, which is referred to as the “DOJ,” and the applicable waiting period (or any extension thereof) has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of the applicable 30-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period, at the earliest. Each of AMD and Xilinx filed an HSR notification with the FTC and the DOJ on November 9, 2020, and AMD withdrew and resubmitted its notification form on December 11, 2020. Effective as of 11:59 p.m., Eastern Time, on January 11, 2021, the waiting period under the HSR Act expired with respect to the transactions contemplated by the merger agreement.

At any time before or after consummation of the merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the DOJ or the FTC, or any state, could take such action under competition laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Under certain circumstances, private parties may also seek to take legal action against the merger under competition laws.

European Union. Both AMD and Xilinx conduct business across the European Union in multiple Member States. Under Council Regulation (EC) No. 139/2004 of January 2004, as amended, and the rules and regulations promulgated thereunder, which is referred to as the “EU Merger Regulation,” mergers and acquisitions involving parties with worldwide sales and individual European Union sales exceeding specified thresholds must be notified to, and approved by, the European Commission before they are implemented. AMD and Xilinx meet the thresholds set out in the EU Merger Regulation and are therefore obliged to (i) notify the European Commission of AMD’s proposed acquisition of Xilinx and (ii) wait to implement the merger until after the European Commission has issued a decision declaring the merger compatible with the common market (and/or if the European Commission has referred any aspect of the merger to one or more competent authorities of a European Union member state under Article 9 of the EU Merger Regulation or an EFTA state under Article 6 of Protocol 24 to the EEA Agreement, until each competent authority has issued a clearance or a confirmation that the merger may proceed). As is customary, AMD and Xilinx have begun pre-notification consultations with the European Commission and intend to file a formal notification as soon as is reasonably possible.

United Kingdom. With respect to the United Kingdom, the parties intend to notify the merger to the Competition and Markets Authority, which is referred to as the “CMA,” under the Enterprise Act 2002. The CMA may issue an order that, among other things, prevents the completion of the merger or prevents the integration of the parties’ businesses. The practical effect of this is typically that the merger may not be completed until the merger has been notified to the CMA and the merging parties have obtained clearance. AMD and Xilinx have begun pre-notification discussions with the CMA and will file a formal notification as soon as is reasonably practicable.

China. Under the Antimonopoly Law of the People’s Republic of China, which is referred to as the “AML,” transactions involving parties with sales above certain revenue levels cannot be completed until they are reviewed and approved by the State Administration of Market Regulation, which is referred to as “SAMR.” AMD and Xilinx have sufficient revenues to exceed SAMR’s statutory thresholds for review, and completion of the merger is therefore conditioned upon SAMR approval. AMD and Xilinx expect to submit a draft notification to SAMR.

The merger is also subject to clearance or approval by competition authorities in certain other jurisdictions. The merger cannot be completed until AMD and Xilinx obtain clearance to consummate the merger or applicable waiting periods (or any extension thereof) have expired or been terminated in each applicable jurisdiction. AMD and Xilinx, in consultation and cooperation with each other, will file notifications, as required by competition authorities in certain other jurisdictions, as promptly as practicable after the date of the merger agreement. The relevant competition authorities could take such actions under applicable competition laws as they deem

 

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necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Any one of these requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the completion, or reduce the anticipated benefits, of the merger. There is no assurance that AMD and Xilinx will obtain all required regulatory clearances or approvals on a timely basis, or at all. Failure to obtain the necessary clearances in any of these jurisdictions could substantially delay or prevent the consummation of the merger, which could negatively impact both AMD and Xilinx.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the merger.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by AMD and Xilinx. It is possible that these employees may decide not to remain with AMD or Xilinx, as applicable, while the merger is pending, or with the combined company. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating AMD and Xilinx to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, AMD and Xilinx may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of AMD and Xilinx to the same extent that those companies have been able to attract or retain their own employees in the past.

The merger, and uncertainty regarding the merger, may cause customers, suppliers, distributors or strategic partners to delay or defer decisions concerning AMD or Xilinx and adversely affect each company’s ability to effectively manage its respective business.

The merger will happen only if the stated conditions are met, including the approval of the AMD share issuance proposal, the approval of the Xilinx merger proposal and the receipt of required regulatory approvals, among other conditions. Many of the conditions are beyond the control of AMD and Xilinx, and both parties also have certain rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, suppliers, distributors, vendors, strategic partners or others that deal with AMD or Xilinx to delay or defer entering into contracts with AMD or Xilinx or making other decisions concerning AMD or Xilinx or seek to change or cancel existing business relationships with AMD or Xilinx, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on the respective businesses of AMD and Xilinx, regardless of whether the merger is ultimately completed.

In addition, the merger agreement restricts AMD, Xilinx and their respective subsidiaries from taking certain actions during the pendency of the merger without the consent of the other parties. These restrictions may prevent AMD and Xilinx from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the merger. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” for a description of the restrictive covenants to which each of AMD and Xilinx is subject.

The opinions rendered to AMD and Xilinx from their respective financial advisors will not reflect changes in circumstances between the dates of such opinions and the completion of the merger.

DBO and Credit Suisse delivered their oral opinions to the AMD board of directors on October 26, 2020, which opinions were subsequently confirmed in a written opinion from each of DBO and Credit Suisse dated as of October 26, 2020, to the effect that as of such date and subject to the procedures followed, assumptions made,

 

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qualifications and limitations on the review undertaken and other matters considered in connection with the preparation of each opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to AMD.

Morgan Stanley delivered its oral opinion to the Xilinx board of directors on October 26, 2020, which opinion was subsequently confirmed in a written opinion dated as of October 26, 2020, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Xilinx common stock (other than holders of the Excluded Shares).

BofA Securities delivered its oral opinion to the Xilinx board of directors on October 26, 2020, which opinion was subsequently confirmed in a written opinion dated as of October 26, 2020, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken as set forth in the written opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to the holders of Xilinx common stock.

Neither AMD nor Xilinx has obtained, nor will either of them obtain, an updated opinion from DBO, Credit Suisse, Morgan Stanley or BofA Securities, as applicable, regarding the fairness, from a financial point of view, of the exchange ratio, including as of the date of this joint proxy statement/prospectus or of the special meetings, or prior to the completion of the merger. Each of the respective opinions of DBO, Credit Suisse, Morgan Stanley and BofA Securities was necessarily based on general financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to DBO, Credit Suisse, Morgan Stanley and BofA Securities, as applicable, only as of the dates of the respective opinions of DBO, Credit Suisse, Morgan Stanley and BofA Securities, and such opinions do not address the fairness of the exchange ratio, from a financial point of view, at the time the merger is completed. Changes in the operations and prospects of AMD or Xilinx, general financial, economic, monetary, market and other conditions, circumstances and factors that may be beyond the control of AMD and Xilinx, and on which each of the respective opinions of DBO, Credit Suisse, Morgan Stanley and BofA Securities was based, may alter the value of AMD or Xilinx or the prices of shares of AMD or Xilinx common stock by the time the merger is completed. The opinions of DBO, Credit Suisse, Morgan Stanley and BofA Securities do not speak as of any date other than the respective dates of such opinions. The recommendation of the AMD board of directors that AMD stockholders vote “FOR” the AMD share issuance proposal and “FOR” the AMD adjournment proposal and the recommendation of the Xilinx board of directors that Xilinx stockholders vote “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and “FOR” the Xilinx adjournment proposal are each made as of the date of this joint proxy statement/prospectus. For a description of the opinions that AMD and Xilinx received from their respective financial advisors, see “The Merger—Opinions of AMD’s Financial Advisors” and “The Merger—Opinion of Xilinx’s Financial Advisors.”

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of AMD and Xilinx, which could have an adverse effect on their respective businesses and financial results.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of AMD and Xilinx, including by diverting the attention of AMD and Xilinx management toward the completion of the merger. In addition, AMD and Xilinx have each diverted significant management resources in an effort to complete the merger and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses. If the merger is not completed, AMD and Xilinx will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

 

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Xilinx directors and executive officers have interests and arrangements that may be different from, or in addition to, those of Xilinx stockholders generally.

When considering the recommendations of the Xilinx board of directors on how to vote on the proposals described in this joint proxy statement/prospectus, Xilinx stockholders should be aware that Xilinx directors and executive officers have interests in the merger that are different from, or in addition to, those of Xilinx stockholders generally. These interests include the continued service of certain Xilinx directors as directors of the combined company, the treatment in the merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements, and the right to continued indemnification of former Xilinx directors and officers by the combined company.

Xilinx stockholders should be aware of these interests when they consider the recommendations of the Xilinx board of directors that they vote to approve the Xilinx merger proposal. The Xilinx board of directors was aware of and considered these interests when it determined that the merger was fair to and in the best interests of Xilinx and its stockholders, approved and declared advisable the merger agreement, and recommended that Xilinx stockholders adopt the merger agreement. The interests of Xilinx directors and executive officers are described in more detail under “Interests of Xilinx Directors and Executive Officers in the Merger.”

AMD or Xilinx may waive one or more of the closing conditions without re-soliciting stockholder approval.

To the extent permitted by law, AMD or Xilinx may determine to waive, in whole or part, one or more of the conditions to their respective obligations to consummate the merger. AMD and Xilinx currently expect to evaluate the materiality of any waiver and its effect on AMD or Xilinx stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination as to whether to waive any condition to the merger, and as to whether to re-solicit stockholder approval and/or amend this joint proxy statement/prospectus as a result of such waiver, will be made by AMD or Xilinx, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with either AMD or Xilinx.

The merger agreement contains “no shop” provisions that restrict the ability of AMD and Xilinx to, among other things (each as described under “The Merger Agreement—No Solicitation of Acquisition Proposals”):

 

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solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the submission or announcement by any person of, any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

 

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furnish any information regarding AMD, Xilinx or their respective subsidiaries in connection with, for the purpose of soliciting, initiating, encouraging or facilitating, or in response to, an acquisition proposal;

 

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engage in or otherwise participate in any discussions or negotiations with any person with respect to any acquisition proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an acquisition proposal; or

 

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approve, adopt, recommend or enter into, or propose to approve, adopt, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to any acquisition proposal.

Furthermore, there are only limited exceptions to the requirement under the merger agreement that neither the AMD nor Xilinx boards of directors withdraw, modify, amend or qualify the AMD recommendation or the

 

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Xilinx recommendation, as applicable (each as defined under “The Merger Agreement—Representations and Warranties”). Although the AMD or Xilinx board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to a superior proposal or to an intervening event (if the applicable board of directors determines in good faith that a failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law), such change of recommendation would entitle the other party to terminate the merger agreement and collect a termination fee from the party making a change of recommendation. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees.”

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the exchange ratio in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

The merger will involve substantial costs.

AMD and Xilinx have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the merger. As of the date of this joint proxy statement/prospectus, AMD and Xilinx estimate that their aggregate costs associated with the merger and related transactions will be approximately $80 million and $138 million, respectively. These costs include filing and registration fees with the SEC, printing and mailing costs associated with this joint proxy/registration statement, and legal, accounting, investment banking, consulting, public relations and proxy solicitation fees. These costs do not include severance and retention payments that may be made to certain Xilinx employees and costs that will be incurred in connection with the integration of AMD’s and Xilinx’s businesses. Some of these costs are payable by AMD or Xilinx regardless of whether the merger is completed.

The combined company will also incur restructuring and integration costs in connection with the merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of either AMD or the combined company. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of Xilinx’s business. Although AMD expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by AMD even if the merger is not completed. While AMD has assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond AMD’s control that could affect the total amount or the timing of the integration and implementation expenses.

AMD and Xilinx stockholders will not be entitled to appraisal rights in the merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders generally do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

 

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Because the merger is of Merger Sub with and into Xilinx and holders of AMD common stock will continue to hold their shares following completion of the merger, holders of AMD common stock are not entitled to appraisal rights in connection with the merger.

Because AMD common stock is listed on Nasdaq, a national securities exchange, and because Xilinx stockholders are not required by the terms of the merger agreement to accept for their shares of Xilinx common stock anything other than shares of AMD common stock and cash in lieu of fractional shares, holders of Xilinx common stock are not entitled to appraisal rights in connection with the merger. See “No Appraisal Rights.”

Lawsuits filed against AMD and/or Xilinx may delay or prevent the merger from being completed.

AMD, Xilinx and members of the AMD and Xilinx boards of directors currently are and may in the future be parties, among others, to various claims and litigation related to the merger agreement and the merger, including putative shareholder class actions. See “The Merger—Litigation Relating to the Merger.” Among other remedies, the plaintiffs in such matters are seeking to enjoin the merger. The results of complex legal proceedings are difficult to predict, and could prevent or delay the merger from being completed in a timely manner, and could result in substantial costs to AMD and Xilinx, including, but not limited to, costs associated with the indemnification of their respective directors and officers. The existence of litigation relating to the merger could also impact the likelihood of obtaining the required approvals from either AMD or Xilinx stockholders. Moreover, the pending litigation and any future additional litigation could be time consuming and expensive, could divert the attention of AMD and Xilinx management away from their regular businesses and, if any one of these lawsuits is adversely resolved against either AMD or Xilinx, could have a material adverse effect on AMD’s or Xilinx’s respective financial condition.

One of the conditions to the completion of the merger is that no injunction by any court or other governmental entity of competent jurisdiction will be in effect that prevents, enjoins or makes illegal the consummation of the merger. As such, if any of the plaintiffs are successful in obtaining an injunction preventing the consummation of the merger, that injunction may delay or prevent the merger from becoming effective or from becoming effective.

Risks Relating to the Combined Company

Combining the businesses of AMD and Xilinx may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock.

The success of the merger will depend on, among other things, the ability of AMD and Xilinx to combine their businesses in a manner that facilitates growth opportunities and realizes expected cost savings. AMD and Xilinx have entered into the merger agreement because each believes that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of their respective stockholders and that combining the businesses of AMD and Xilinx will produce benefits and cost savings. See “The Merger—Recommendation of the AMD Board of Directors; AMD’s Reasons for the Merger” and “The Merger—Recommendation of the Xilinx Board of Directors; Xilinx’s Reasons for the Merger.”

However, AMD and Xilinx must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have

 

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an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what AMD and Xilinx expect and may take longer to achieve than anticipated. If AMD and Xilinx are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

The failure to successfully integrate the businesses and operations of AMD and Xilinx in the expected time frame may adversely affect the combined company’s future results.

AMD and Xilinx have operated and, until the completion of the merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key AMD or Xilinx employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of AMD and Xilinx in order to realize the anticipated benefits of the merger so the combined company performs as expected:

 

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combining the companies’ operations and corporate functions;

 

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combining the businesses of AMD and Xilinx and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve any cost savings or other synergies anticipated to result from the merger, the failure of which would result in the anticipated benefits of the merger not being realized in the time frame currently anticipated or at all;

 

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integrating personnel from the two companies, especially in the COVID-19 environment which has required employees to work remotely in most locations;

 

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integrating the companies’ technologies and technologies licensed from third parties;

 

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integrating and unifying the offerings and services available to customers;

 

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identifying and eliminating redundant and underperforming functions and assets;

 

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harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

 

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maintaining existing agreements with customers, suppliers, distributors and vendors, avoiding delays in entering into new agreements with prospective customers, suppliers, distributors and vendors, and leveraging relationships with such third parties for the benefit of the combined company;

 

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addressing possible differences in business backgrounds, corporate cultures and management philosophies;

 

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consolidating the companies’ administrative and information technology infrastructure;

 

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coordinating distribution and marketing efforts;

 

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managing the movement of certain positions to different locations;

 

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coordinating geographically dispersed organizations; and

 

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effecting actions that may be required in connection with obtaining regulatory or other governmental approvals.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two

 

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companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

The combined company may not be able to retain customers, suppliers or distributors, or customers, suppliers or distributors may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations. Third parties may terminate or alter existing contracts or relationships with AMD or Xilinx.

As a result of the merger, the combined company may experience impacts on relationships with customers, suppliers and distributors that may harm the combined company’s business and results of operations. Certain customers, suppliers or distributors may seek to terminate or modify contractual obligations following the merger whether or not contractual rights are triggered as a result of the merger. There can be no guarantee that customers, suppliers and distributors will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the merger. If any customers, suppliers or distributors seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business and results of operations may be harmed. Furthermore, the combined company will not have long-term arrangements with many of its significant suppliers. If the combined company’s suppliers were to seek to terminate or modify an arrangement with the combined company, then the combined company may be unable to procure necessary supplies from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

AMD and Xilinx also have contracts with vendors, landlords, licensors and other business partners which may require AMD or Xilinx, as applicable, to obtain consent from these other parties in connection with the merger, or which may otherwise contain limitations applicable to such contracts following the merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom AMD or Xilinx currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the merger or by a termination of the merger agreement.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, distributors, consumers and other third parties due to the combination of AMD’s and Xilinx’s businesses following the merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

The AMD and Xilinx unaudited prospective financial information is inherently subject to uncertainties, the unaudited pro forma condensed combined financial information included in this document is preliminary and the combined company’s actual financial position and results of operations after the merger may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information does not reflect the effect of any divestitures that may be required in connection with the merger.

The unaudited pro forma condensed combined financial information and unaudited pro forma per share data included in this joint proxy statement/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and are not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. The combined company’s actual results and financial position after the merger may differ

 

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materially and adversely from the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information does not reflect the effect of any divestitures that may be required in connection with the merger. See “Comparative Historical Unaudited Pro Forma Per Share Data” and “Unaudited Pro Forma Condensed Combined Financial Statements.”

While presented with numeric specificity, the AMD and Xilinx unaudited pro forma condensed combined financial information provided in this joint proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition, general business, the semiconductor and related industries, and economic, market and financial conditions and additional matters specific to AMD’s or Xilinx’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of AMD and Xilinx. As a result, actual results may differ materially from the unaudited pro forma condensed combined financial information. Important factors that may affect actual results and cause these unaudited projected financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to AMD’s or Xilinx’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions. See “The Merger—AMD Unaudited Financial Projections,” “The Merger—Xilinx Unaudited Financial Projections” and “The Merger—Certain Estimated Synergies.”

The combined company’s debt may limit its financial flexibility.

AMD and Xilinx continue to review the treatment of their existing indebtedness. AMD and Xilinx may seek to repay, refinance, repurchase, redeem, exchange or otherwise terminate their existing indebtedness prior to, in connection with or following the completion of the merger. If either AMD or Xilinx seeks to refinance its existing indebtedness, there can be no guarantee that it will be able to execute the refinancing on favorable terms or at all. Alternatively, AMD and Xilinx may seek to leave all or a portion of their existing indebtedness outstanding as the primary obligation of the combined company or to incur additional indebtedness or refinancing indebtedness prior to, in connection with or following the completion of the merger.

AMD’s or Xilinx’s substantial indebtedness could have adverse effects on such company’s and/or the combined company’s financial condition and results of operations, including:

 

•

increasing its vulnerability to changing economic, regulatory and industry conditions;

 

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limiting its ability to compete and its flexibility in planning for, or reacting to, changes in its business and the industry;

 

•

limiting its ability to pay dividends to its stockholders;

 

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limiting its ability to borrow additional funds; and

 

•

increasing its interest expense and requiring it to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, and share repurchases, dividends and other purposes.

The companies’ ability to arrange any additional financing for the purposes described above or otherwise will depend on, among other factors, the companies’ respective financial positions and performance, as well as prevailing market conditions and other factors beyond their control. The level and quality of the combined company’s earnings, operations, business and management, among other things, will impact the determination of the combined company’s credit ratings. A decrease in the ratings assigned to the combined company by the ratings agencies may negatively impact the combined company’s access to the debt capital markets and increase the combined company’s cost of borrowing. There can be no assurance that the combined company will be able to obtain financing on acceptable terms or at all. In addition, there can be no assurance that the combined

 

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company will be able to maintain the current creditworthiness or prospective credit ratings of AMD or Xilinx, and any actual or anticipated changes or downgrades in such credit ratings may have a negative impact on the liquidity, capital position or access to capital markets of the combined company.

If the existing indebtedness of AMD and/or Xilinx remains outstanding, or if either company refinances its existing indebtedness, covenants contained in the agreements governing such indebtedness will impose restrictions on the combined company and certain of its subsidiaries that may affect their ability to operate their businesses.

The agreements that govern the indebtedness of AMD and Xilinx, in addition to any refinanced indebtedness, may contain various affirmative and negative covenants. Such covenants may, subject to certain significant exceptions, restrict the ability of the combined company and certain of its subsidiaries to, among other things, incur liens, incur debt, engage in mergers, consolidations and acquisitions, transfer assets outside the ordinary course of business, make loans or other investments, pay dividends, repurchase equity interests, make other payments with respect to equity interests, repay or repurchase subordinated debt and engage in affiliate transactions. In addition, the agreements governing the existing indebtedness of AMD and Xilinx contain financial covenants that would require the combined company to maintain certain financial ratios under certain circumstances. The ability of the combined company and its subsidiaries to comply with these provisions may be affected by events beyond their control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate the combined company’s repayment obligations.

Declaration, payment and amounts of dividends, if any, distributed to stockholders of the combined company will be uncertain.

AMD has not historically paid cash dividends on its capital stock. Whether any dividends are declared or paid to stockholders of the combined company, and the amounts of any such dividends that are declared or paid, are uncertain and depend on a number of factors. If dividends are paid to stockholders of the combined company, they may not be of the same amount as paid by Xilinx to its stockholders prior to the merger. The AMD board of directors will have the discretion to determine the dividend policy of the combined company, including the amount and timing of dividends, if any, that the combined company may declare from time to time, which may be impacted by any of the following factors:

 

•

the combined company may not have enough cash to pay such dividends or to repurchase shares due to its cash requirements, capital spending plans, cash flow or financial position;

 

•

decisions on whether, when and in which amounts to make any future distributions will remain at all times entirely at the discretion of the AMD board of directors, which could change its dividend practices at any time and for any reason;

 

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the combined company’s desire to maintain or improve the credit ratings on its debt;

 

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the amount of dividends that the combined company may distribute to its stockholders is subject to restrictions under Delaware law and is limited by restricted payment and leverage covenants in the combined company’s credit facilities and indentures and, potentially, the terms of any future indebtedness that the combined company may incur; and

 

•

certain limitations on the amount of dividends subsidiaries of the combined company can distribute to the combined company, as imposed by state law, regulators or agreements.

Stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared.

The combined company is subject to risks arising from the ongoing COVID-19 pandemic.

The outbreak of COVID-19, which the World Health Organization declared a pandemic in March 2020, has spread across the globe and disrupted the global economy. Governmental actions to reduce the spread of

 

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COVID-19 have negatively impacted the macroeconomic environment in many ways, while the pandemic itself has significantly increased economic uncertainty and abruptly reduced economic activity.

The extent to which the COVID-19 pandemic will impact the combined company is highly uncertain and is difficult to predict. The pandemic’s effects and their extent will depend on various factors, including, but not limited to, the duration, scope and impact of the pandemic, restrictions on business and social distancing guidelines that may be requested or mandated by governmental authorities and how quickly and to what extent normal economic and operating conditions can resume. Relevant adverse consequences of the pandemic could include reduced liquidity, increased volatility of the combined company’s stock price, operational disruption or failure due to spread of disease within the combined company or due to restrictions on business and social distancing guidelines imposed or requested by governmental authorities, unavailability of raw materials, disruption in the supply chain and increased cybersecurity and fraud risks due to increased online and remote activity, as well as the adverse consequences of a macroeconomic slowdown, recession or depression.

Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the global economic impact of the COVID-19 pandemic, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

Any impairment of the combined company’s tangible, definite-lived intangible or indefinite-lived intangible assets, including goodwill, may adversely impact the combined company’s financial position and results of operations.

The merger will be accounted for using the acquisition method of accounting under the provisions of ASC 805, Business Combinations, with AMD representing the accounting acquirer under this guidance. AMD will record assets acquired, including identifiable intangible assets, and liabilities assumed from Xilinx at their respective fair values at the date of completion of the merger. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill. In connection with the merger, the combined company is expected to record significant goodwill and other intangible assets on its consolidated balance sheet. See “Unaudited Pro Forma Condensed Combined Financial Statements.”

Indefinite-lived intangible assets, including goodwill, will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, the combined company determines that tangible or intangible assets, including goodwill, are impaired, the combined company would record an impairment charge at that time. Impairment testing of goodwill and intangible assets requires significant use of judgment and assumptions, particularly as it relates to the determination of fair value. A decrease in the long-term economic outlook and future cash flows of the combined company’s business could significantly impact asset values and potentially result in the impairment of intangible assets, including goodwill, which may have a material adverse impact on the combined company’s financial position and results of operations.

The AMD bylaws designate the Court of Chancery of the State of Delaware and, to the extent enforceable, the U.S. federal district courts as the exclusive forums for substantially all disputes between AMD and its stockholders, which will restrict the ability of stockholders of the combined company to choose the judicial forum for disputes with the combined company or its directors, officers or employees.

The AMD bylaws provide that, unless AMD consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for the following types of actions or proceedings: (i) any derivative action or proceeding brought on behalf of AMD; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former AMD director, officer, employee or stockholder to AMD or its stockholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the AMD charter or the AMD bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim governed by

 

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the internal affairs doctrine. Nothing in the AMD charter or the AMD bylaws would preclude stockholders that assert claims under the Exchange Act from bringing such claims in federal court to the extent the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. The AMD bylaws provide that the U.S. federal district courts are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

These forum selection provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the combined company or its directors, officers or other employees, which may discourage such lawsuits. While Delaware courts have determined that such forum selection provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against the combined company and its directors, officers or other employees in a venue other than in the U.S. federal district courts. In such instance, the combined company would expect to vigorously assert the validity and enforceability of these forum selection provisions. This may require further significant additional costs associated with resolving the dispute in other jurisdictions, and there can be no assurance that the forum selection provisions will be enforced by a court in those other jurisdictions, any of which could seriously harm the combined company’s business.

Other Risk Factors of AMD and Xilinx

AMD’s and Xilinx’s businesses are and will be subject to the risks described above. In addition, AMD and Xilinx are, and will continue to be, subject to the risks described in, as applicable, AMD’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and Xilinx’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which are filed with the SEC and incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

 

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THE PARTIES TO THE MERGER

Advanced Micro Devices, Inc.

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

Since its founding in 1969, AMD has driven innovation in high-performance computing products and technologies to push the boundaries on what is possible. AMD’s products include x86 microprocessors (CPUs), accelerated processing units which integrate microprocessors and graphics (APUs), discrete graphics processing units (GPUs), semi-custom System-on-Chip (SOC) products and chipsets for the PC, gaming, datacenter and embedded markets. In addition, AMD provides development services and licenses portions of its intellectual property portfolio. With over 12,000 employees, AMD’s operations span 40 locations in more than 20 countries. AMD’s principal executive offices are located at 2485 Augustine Drive, Santa Clara, California 95054, and its telephone number is (408) 749-4000.

AMD is a Delaware corporation and the AMD common stock is listed on Nasdaq under the ticker symbol “AMD.”

For more information about AMD, visit AMD’s website at www.amd.com. The information contained on or accessible through AMD’s website (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about AMD is included in the documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Xilinx, Inc.

2100 Logic Drive

San Jose, California 95124

(408) 559-7778

Xilinx designs and develops programmable devices and associated technologies, including integrated circuits (ICs) in the form of programmable logic devices (PLDs), including programmable System on Chips (SoCs), three-dimensional ICs (3D ICs) and Adaptive Compute Acceleration Platform (ACAP): a highly integrated multi-core heterogeneous compute platform; software design tools to program the PLDs; software development environments and embedded platforms; targeted reference designs; printed circuit boards; and intellectual property (IP), which consists of Xilinx and various third-party verification and IP cores. In addition to its programmable platforms, Xilinx provides design services, customer training, field engineering and technical support. Xilinx’s principal executive offices are located at 2100 Logic Drive, San Jose, California 95124, and its telephone number is (408) 559-7778.

Xilinx is a Delaware corporation and the Xilinx common stock is listed on Nasdaq under the ticker symbol “XLNX.”

For more information about Xilinx, visit Xilinx’s website at www.xilinx.com. The information contained on accessible through Xilinx’s website (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Xilinx is included in the documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

 

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Thrones Merger Sub, Inc.

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

Merger Sub was formed by AMD solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. By operation of the merger, Merger Sub will be merged with and into Xilinx, with Xilinx continuing as the surviving corporation and as a wholly owned subsidiary of AMD.

 

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THE AMD SPECIAL MEETING

This joint proxy statement/prospectus is being provided to AMD stockholders in connection with the solicitation of proxies by the AMD board of directors for use at the AMD special meeting and at any adjournments or postponements thereof. AMD stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the merger agreement and the transactions contemplated thereby.

Date, Time and Place of the AMD Special Meeting

The AMD special meeting is scheduled to be held virtually via live webcast on [●], 2021, beginning at 9:30 a.m., Pacific Time, unless postponed to a later date.

In light of ongoing developments related to the COVID-19 pandemic, AMD has elected to hold the AMD special meeting solely by means of remote communication via live webcast. AMD stockholders will be able to virtually attend and vote at the AMD special meeting by visiting www.virtualshareholdermeeting.com/AMD2021SM, which is referred to as the “AMD special meeting website.” AMD stockholders will need the 16-digit control number found on their proxy card in order to access the AMD special meeting website and to access the list of AMD stockholders entitled to vote at the AMD special meeting during the time of the meeting.

AMD has retained Broadridge to host the live webcast of the AMD special meeting. On the day of the AMD special meeting, Broadridge may be contacted at (844) 976-0738 (U.S.) or (303) 562-9301 (international), and will be available to answer any questions regarding how to virtually attend the AMD special meeting or if you encounter any technical difficulty accessing or during the AMD special meeting.

Matters to Be Considered at the AMD Special Meeting

The purpose of the AMD special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

 

•

AMD Proposal 1: Approval of the Share Issuance. To consider and vote on the AMD share issuance proposal; and

 

•

AMD Proposal 2: Adjournment of the AMD Special Meeting. To consider and vote on the AMD adjournment proposal.

Recommendation of the AMD Board of Directors

The AMD board of directors unanimously recommends that AMD stockholders vote:

 

•

AMD Proposal 1: “FOR” the AMD share issuance proposal; and

 

•

AMD Proposal 2: “FOR” the AMD adjournment proposal.

After careful consideration, the AMD board of directors unanimously: (i) determined that the terms of the merger agreement and the merger are fair to and in the best interests of AMD and its stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, each on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that AMD stockholders approve of the AMD share issuance proposal. See “The Merger—Recommendation of the AMD Board of Directors; AMD’s Reasons for the Merger.”

Record Date for the AMD Special Meeting and Voting Rights

The record date to determine AMD stockholders who are entitled to receive notice of and to vote at the AMD special meeting or any adjournments or postponements thereof is [●], 2021. As of the close of business on the AMD record date, there were [●] shares of AMD common stock issued and outstanding and entitled to vote at the AMD special meeting.

 

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Each AMD stockholder is entitled to one vote for each share of AMD common stock such holder owned of record at the close of business on the AMD record date with respect to each matter properly brought before the AMD special meeting. Only AMD stockholders of record at the close of business on the AMD record date are entitled to receive notice of and to vote at the AMD special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of AMD stockholders is necessary to conduct the AMD special meeting. The presence, virtually via the AMD special meeting website or by proxy, of the holders of a majority of the issued and outstanding shares of AMD common stock entitled to vote at the AMD special meeting will constitute a quorum. Shares of AMD common stock represented at the AMD special meeting by virtual attendance via the AMD special meeting website or by proxy and entitled to vote, but not voted, including shares for which an AMD stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the AMD special meeting are considered “non-routine” matters under Nasdaq rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the AMD stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the AMD special meeting. If a quorum is not present, the AMD special meeting will be adjourned or postponed until the holders of the number of shares of AMD common stock required to constitute a quorum attend.

Under Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under Nasdaq rules are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the AMD special meeting are considered “non-routine” matters under Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the AMD special meeting. As a result, AMD does not expect any broker non-votes at the AMD special meeting and if you hold your shares of AMD common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the AMD special meeting unless they have received voting instructions from the beneficial owners.

Required Votes

Except for the AMD adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the AMD special meeting. As described above, AMD does not expect there to be any broker non-votes at the AMD special meeting.

 

Proposal		Required Vote		Effects of Certain Actions
AMD Proposal 1: AMD share issuance proposal		Approval requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal.		Any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD share issuance proposal.

 

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Proposal		Required Vote		Effects of Certain Actions
				An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal to vote on the AMD share issuance proposal will have the same effect as a vote “AGAINST” the AMD share issuance proposal. However, assuming a quorum is present at the AMD special meeting, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD share issuance proposal, voting power will deemed to be withheld with respect to the AMD share issuance proposal and such failure to provide voting instructions will have no effect on the AMD share issuance proposal.
AMD Proposal 2: AMD adjournment proposal		Approval requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal.		Any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD adjournment proposal.   An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal will have the same effect as a vote “AGAINST” the AMD adjournment proposal. However, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD adjournment proposal, voting power will deemed to be withheld with respect to the AMD adjournment proposal and such failure to provide voting instructions will have no effect on the AMD adjournment proposal.

Vote of AMD Directors and Executive Officers

As of February 10, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, AMD directors and executive officers, and their affiliates, as a group, owned and were entitled to vote approximately 1% of the total outstanding shares of AMD common stock. Although none of them has entered into any agreement obligating them to do so, AMD currently expects that all AMD directors and executive officers will vote their shares “FOR” the AMD share issuance proposal and “FOR” the AMD adjournment proposal. See “Interests of AMD Directors and Executive Officers in the Merger,” as well as “Information About AMD’s Board of Directors and Executive Officers,” “AMD Directors’ Compensation and Benefits” and “AMD Executive Compensation.”

 

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Methods of Voting

Registered Stockholders

If you are an AMD stockholder of record, you may vote at the AMD special meeting by proxy over the internet or telephone or by mail, or by virtually attending and voting at the AMD special meeting via the AMD special meeting website, as described below.

 

•

By Internet: By following the instructions provided on your proxy card.

 

•

By Telephone: By following the instructions provided on your proxy card.

 

•

By Mail: If you have received a paper copy of the proxy materials by mail, you may complete and return by mail the enclosed proxy card in the postage-paid envelope.

 

•

Virtually via the AMD Special Meeting Website: By visiting the AMD special meeting website, you can virtually attend and vote at the AMD special meeting. AMD stockholders who plan to virtually attend the AMD special meeting will need the 16-digit control number included on their proxy card in order to access the AMD special meeting website.

Unless revoked, all duly executed proxies representing shares of AMD common stock entitled to vote at the AMD special meeting will be voted at the AMD special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, then the AMD officers identified on the proxy will vote your shares consistent with the recommendation of the AMD board of directors on such proposal. If you are an AMD stockholder of record, proxies submitted over the internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on [●], 2021. To reduce administrative costs and help the environment by conserving natural resources, AMD asks that you submit a proxy to vote your shares through the internet or by telephone.

By executing and delivering a proxy in connection with the AMD special meeting, you designate certain AMD officers identified therein as your proxies at the AMD special meeting. If you deliver an executed proxy, but do not specify a choice for any proposal properly brought before the AMD special meeting, such proxies will vote your shares of AMD common stock on such uninstructed proposal in accordance with the recommendation of the AMD board of directors. AMD does not expect that any matter other than the proposals listed above will be brought before the AMD special meeting, and the AMD bylaws provide that the only business that may be conducted at the AMD special meeting are those proposals brought before the AMD special meeting by or at the direction of the AMD board of directors.

Beneficial (Street Name) Stockholders

If you hold your shares of AMD common stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of AMD common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the AMD special meeting. See “—Quorum; Abstentions and Broker Non-Votes.”

If you hold your shares of AMD common stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to virtually attend and vote at the AMD special meeting via the AMD special meeting website. See “—Virtually Attending the AMD Special Meeting.”

 

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Revocability of Proxies

Any AMD stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the AMD special meeting. If you are an AMD stockholder of record, you may revoke your proxy by any one of the following actions:

 

•

by sending a signed written notice of revocation to AMD’s Corporate Secretary, provided such notice is received no later than the close of business on [●], 2021;

 

•

by voting again over the internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on [●], 2021;

 

•

by submitting a properly signed and dated proxy card with a later date that is received by AMD no later than the close of business on [●], 2021; or

 

•

by virtually attending the AMD special meeting via the AMD special meeting website and requesting that your proxy be revoked, or virtually voting via the AMD special meeting website as described above.

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect an AMD stockholder’s right to virtually attend and vote at the AMD special meeting via the AMD special meeting website.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

Advanced Micro Devices, Inc.

Attn: Corporate Secretary

corporate.secretary@amd.com

2485 Augustine Drive

Santa Clara, California 95054

If your shares of AMD common stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the AMD special meeting via the AMD special meeting website.

Proxy Solicitation Costs

AMD is soliciting proxies to provide an opportunity to all AMD stockholders to vote on agenda items, whether or not such AMD stockholders are able to virtually attend the AMD special meeting or any adjournment or postponement thereof. AMD will bear the entire cost of soliciting proxies from AMD stockholders. In addition to the solicitation of proxies by mail, AMD will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of AMD common stock and secure their voting instructions, if necessary. AMD may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

AMD has also retained Mackenzie Partners to assist in soliciting proxies and in communicating with AMD stockholders and estimates that it will pay them a fee of approximately $60,000, plus reimbursement for certain out-of-pocket fees and expenses. AMD also has agreed to indemnify Mackenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of AMD or by AMD directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. AMD directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

 

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Virtually Attending the AMD Special Meeting

If you wish to virtually attend the AMD special meeting via the AMD special meeting website, you must (i) be a AMD stockholder of record at the close of business on [●], 2021 (the AMD record date), (ii) hold your shares of AMD common stock beneficially in the name of a broker, bank or other nominee as of the AMD record date or (iii) hold a valid proxy for the AMD special meeting.

To enter the AMD special meeting website and virtually attend the AMD special meeting, you will need the 16-digit control number located on your proxy card. If you hold your shares of AMD common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend the AMD special meeting via the AMD special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee. The 16-digit control number is also needed to access the list of AMD stockholders entitled to vote at the AMD special meeting during the time of the meeting.

If you plan to virtually attend and vote at the AMD special meeting via the AMD special meeting website, AMD still encourages you to vote in advance by the internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the AMD special meeting via the AMD special meeting website. Voting your proxy by the internet, telephone or mail will not limit your right to virtually attend and vote at the AMD special meeting via the AMD special meeting website if you later decide to do so.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. AMD has previously adopted householding for AMD stockholders of record. As a result, AMD stockholders with the same address and last name may receive only one copy of this joint proxy statement/prospectus. Registered AMD stockholders (those who hold shares of AMD common stock directly in their name with AMD’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to AMD at the address below.

Some brokers household proxy materials, delivering a single proxy statement or notice to multiple AMD stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

AMD will promptly deliver a copy of this joint proxy statement/prospectus to any AMD stockholder who only received one copy of these materials due to householding upon request in writing to: Advanced Micro Devices, Inc., Attn: Corporate Secretary, corporate.secretary@amd.com, 2485 Augustine Drive, Santa Clara, California 95054 or by calling (408) 749-4000.

Tabulation of Votes

The AMD board of directors will appoint an independent inspector of election for the AMD special meeting. The inspector of election will, among other matters, determine the number of shares of AMD common stock virtually present or represented by proxy at the AMD special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to AMD stockholders at the AMD special meeting.

 

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Adjournments

If a quorum is present at the AMD special meeting but there are insufficient votes at the time of the AMD special meeting to approve the AMD share issuance proposal, then AMD stockholders may be asked to vote on the AMD adjournment proposal.

At any subsequent reconvening of the AMD special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the AMD special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the AMD special meeting, please contact Mackenzie Partners, AMD’s proxy solicitor for the AMD special meeting, at:

 

1407 Broadway, 27th Floor

New York, New York 10018

(800) 322-2885

Banks and Brokers: (212) 929-5500

proxy@mackenziepartners.com

AMD STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, AMD STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

 

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AMD PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE

This joint proxy statement/prospectus is being furnished to you as an AMD stockholder in connection with the solicitation of proxies by the AMD board of directors for use at the AMD special meeting. At the AMD special meeting, AMD is asking AMD stockholders to consider and vote upon a proposal to approve the issuance of shares of AMD common stock to Xilinx stockholders in connection with the merger. Based on the number of shares of Xilinx common stock outstanding as of February 10, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, AMD expects to issue approximately 423.6 million shares of AMD common stock to Xilinx stockholders in connection with the merger. The actual number of shares of AMD common stock to be issued in connection with the merger will be determined at the effective time based on the exchange ratio of 1.7234 shares of AMD common stock for each share of Xilinx common stock and the number of shares of Xilinx common stock outstanding at such time. Based on the number of shares of AMD common stock and Xilinx common stock outstanding as of February 10, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the merger, former Xilinx stockholders are expected to own approximately 25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74.1% of the outstanding shares of AMD common stock.

The AMD board of directors, after careful consideration, unanimously determined that the terms of the merger agreement and the merger are fair to and in the best interests of AMD and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance.

The AMD board of directors unanimously recommends that AMD stockholders vote “FOR” the AMD share issuance proposal.

Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD share issuance proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal to vote on the AMD share issuance proposal will have the same effect as a vote “AGAINST” the AMD share issuance proposal. However, assuming a quorum is present at the AMD special meeting, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD share issuance proposal, voting power will deemed to be withheld with respect to the AMD share issuance proposal and such failure to provide voting instructions will have no effect on the AMD share issuance proposal.

IF YOU ARE AN AMD STOCKHOLDER, THE AMD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMD SHARE ISSUANCE PROPOSAL

(AMD PROPOSAL 1)

 

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AMD PROPOSAL 2: ADJOURNMENT OF THE AMD SPECIAL MEETING

The AMD special meeting may be adjourned to another time and place if necessary or appropriate to permit the solicitation of additional proxies if there are insufficient votes to approve the AMD share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to AMD stockholders.

AMD is asking AMD stockholders to authorize the holder of any proxy solicited by the AMD board of directors to vote in favor of any adjournment of the AMD special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the AMD share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to AMD stockholders.

The AMD board of directors unanimously recommends that AMD stockholders vote “FOR” the AMD adjournment proposal.

Whether or not a quorum is present at the AMD special meeting, approval of the AMD adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal to vote on the AMD adjournment proposal will have the same effect as a vote “AGAINST” the AMD adjournment proposal. However, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD adjournment proposal, voting power will deemed to be withheld with respect to the AMD adjournment proposal and such failure to provide voting instructions will have no effect on the AMD adjournment proposal.

IF YOU ARE AN AMD STOCKHOLDER, THE AMD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMD ADJOURNMENT PROPOSAL

(AMD PROPOSAL 2)

 

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THE XILINX SPECIAL MEETING

This joint proxy statement/prospectus is being provided to Xilinx stockholders in connection with the solicitation of proxies by the Xilinx board of directors for use at the Xilinx special meeting and at any adjournments or postponements thereof. Xilinx stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the merger agreement and the transactions contemplated thereby.

Date, Time and Place of the Xilinx Special Meeting

The Xilinx special meeting is scheduled to be held virtually via live webcast on [●], 2021, beginning at 9:30 a.m., Pacific Time, unless postponed to a later date.

In light of ongoing developments related to the COVID-19 pandemic, Xilinx has elected to hold the Xilinx special meeting solely by means of remote communication via live webcast. Xilinx stockholders will be able to virtually attend and vote at the Xilinx special meeting by visiting https://viewproxy.com/Xilinx/2021, which is referred to as the “Xilinx special meeting website.” Xilinx stockholders must first register at the Xilinx special meeting website in order to obtain a unique meeting invitation by electronic mail. Xilinx stockholders may request access to the list of Xilinx stockholders entitled to vote at the Xilinx special meeting during the live webcast.

Xilinx has retained Alliance to host the live webcast of the Xilinx special meeting. On the day of the Xilinx special meeting, Alliance may be contacted at (866) 612-8937 (U.S.), (800) 574-6504 or (973) 547-3547 (international) or at virtualmeeting@viewproxy.com to answer any questions regarding how to virtually attend the Xilinx special meeting or if you encounter any technical difficulty accessing or during the Xilinx special meeting.

Matters to Be Considered at the Xilinx Special Meeting

The purpose of the Xilinx special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

 

•

Xilinx Proposal 1: Adoption of the Merger Agreement. To consider and vote on the Xilinx merger proposal;

 

•

Xilinx Proposal 2: Approval, on an Advisory Non-Binding Basis, of Certain Merger-Related Compensatory Arrangements with Xilinx’s Named Executive Officers. To consider and vote on the Xilinx compensation proposal; and

 

•

Xilinx Proposal 3: Adjournment of the Xilinx Special Meeting. To consider and vote on the Xilinx adjournment proposal.

Recommendation of the Xilinx Board of Directors

The Xilinx board of directors unanimously recommends that Xilinx stockholders vote:

 

•

Xilinx Proposal 1: “FOR” the Xilinx merger proposal;

 

•

Xilinx Proposal 2: “FOR” the Xilinx compensation proposal; and

 

•

Xilinx Proposal 3: “FOR” the Xilinx adjournment proposal.

After careful consideration, the Xilinx board of directors unanimously: (i) determined that the terms of the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Xilinx and its stockholders; (ii) declared advisable, approved and authorized in all respects the merger agreement, the performance of Xilinx of its obligations thereunder and the consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that Xilinx stockholders adopt the merger agreement. See “The Merger—Recommendation of the Xilinx Board of Directors; Xilinx’s Reasons for the Merger.”

 

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Record Date for the Xilinx Special Meeting and Voting Rights

The record date to determine Xilinx stockholders who are entitled to receive notice of and to vote at the Xilinx special meeting or any adjournments or postponements thereof is [●], 2021. As of the close of business on the Xilinx record date, there were [●] shares of Xilinx common stock issued and outstanding and entitled to vote at the Xilinx special meeting.

Each Xilinx stockholder is entitled to one vote for each share of Xilinx common stock such holder owned of record at the close of business on the Xilinx record date with respect to each matter properly brought before the Xilinx special meeting. Only Xilinx stockholders of record at the close of business on the Xilinx record date are entitled to receive notice of and to vote at the Xilinx special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of Xilinx stockholders is necessary to conduct the Xilinx special meeting. The presence, virtually via the Xilinx special meeting website or by proxy, of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting will constitute a quorum. Shares of Xilinx common stock represented at the Xilinx special meeting by virtual attendance via the Xilinx special meeting website or by proxy and entitled to vote, but not voted, including shares for which a Xilinx stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Xilinx special meeting are considered “non-routine” matters under Nasdaq rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the Xilinx stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the Xilinx special meeting. If a quorum is not present, the Xilinx special meeting will be adjourned or postponed until the holders of the number of shares of Xilinx common stock required to constitute a quorum attend.

Under Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under Nasdaq rules are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the Xilinx special meeting are considered “non-routine” matters under Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the Xilinx special meeting. As a result, Xilinx does not expect any broker non-votes at the Xilinx special meeting and if you hold your shares of Xilinx common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Xilinx special meeting unless they have received voting instructions from the beneficial owners.

 

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Required Votes

Except for the Xilinx adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the Xilinx special meeting. As described above, Xilinx does not expect there to be any broker non-votes at the Xilinx special meeting.

 

Proposal		Required Vote		Effects of Certain Actions
Xilinx Proposal 1: Xilinx merger proposal		Approval requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal.		An abstention or other failure to vote on the Xilinx merger proposal will have the same effect as a vote “AGAINST” the Xilinx merger proposal.
Xilinx Proposal 2: Xilinx compensation proposal		Approval requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting.		Assuming a quorum is present at the Xilinx special meeting, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx compensation proposal.   An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting on the Xilinx compensation proposal to vote on the Xilinx compensation proposal will have the same effect as a vote “AGAINST” the Xilinx compensation proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal, it will have the same effect as a vote “AGAINST” the Xilinx compensation proposal.
Xilinx Proposal 3: Xilinx adjournment proposal		Approval requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting.		Any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting on the Xilinx adjournment proposal to vote on the Xilinx adjournment proposal will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal.

 

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Vote of Xilinx Directors and Executive Officers

As of February 10, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, Xilinx directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Xilinx common stock. Although no Xilinx director or executive officer has entered into any agreement obligating them to do so, Xilinx currently expects that all Xilinx directors and executive officers will vote their shares “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and “FOR” the Xilinx adjournment proposal. See “Interests of Xilinx Directors and Executive Officers In The Merger” and the arrangements described in Xilinx’s Definitive Proxy Statement on Schedule 14A for Xilinx’s 2019 annual meeting of stockholders, filed with the SEC on June 19, 2020, which is incorporated by reference in this joint proxy statement/prospectus.

Methods of Voting

Registered Stockholders

If you are a Xilinx stockholder of record, you may vote at the Xilinx special meeting by proxy through the internet, by telephone or by mail, or by virtually attending and voting at the Xilinx special meeting via the Xilinx special meeting website, as described below.

 

•

By Internet: By following the instructions provided on your proxy card.

 

•

By Telephone: By following the instructions provided on your proxy card.

 

•

By Mail: If you have received a paper copy of the proxy materials by mail, you may complete and return by mail the enclosed proxy card in the postage-paid envelope.

 

•

Virtually via the Xilinx Special Meeting Website: By visiting the Xilinx special meeting website, you can virtually attend and vote at the Xilinx special meeting. In order to virtually attend and vote at the Xilinx special meeting, you must first register at the Xilinx special meeting website in order to obtain a unique meeting invitation by electronic mail.

Unless revoked, all duly executed proxies representing shares of Xilinx common stock entitled to vote at the Xilinx special meeting will be voted at the Xilinx special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, then the Xilinx officers identified on the proxy will vote your shares consistent with the recommendation of the Xilinx board of directors on such proposal. If you are a Xilinx stockholder of record, proxies submitted over the internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on [●], 2021. To reduce administrative costs and help the environment by conserving natural resources, Xilinx asks that you submit a proxy to vote your shares through the internet or by telephone.

By executing and delivering a proxy in connection with the Xilinx special meeting, you designate certain Xilinx officers identified therein as your proxies at the Xilinx special meeting. If you deliver an executed proxy, but do not specify a choice for any proposal properly brought before the Xilinx special meeting, such proxies will vote your shares of Xilinx common stock on such uninstructed proposal in accordance with the recommendation of the Xilinx board of directors. Xilinx does not expect that any matter other than the proposals listed above will be brought before the Xilinx special meeting, and the Xilinx bylaws provide that the only business that may be conducted at the Xilinx special meeting are those proposals brought before the Xilinx special meeting by or at the direction of the Xilinx board of directors.

Beneficial (Street Name) Stockholders

If you hold your shares of Xilinx common stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other

 

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nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of Xilinx common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Xilinx special meeting. See “—Quorum; Abstentions and Broker Non-Votes.”

If you hold your shares of Xilinx common stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website. See “—Virtually Attending the Xilinx Special Meeting.”

Revocability of Proxies

Any Xilinx stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Xilinx special meeting. If you are a Xilinx stockholder of record, you may revoke your proxy by any of the following actions:

 

•

by sending a signed written notice of revocation to Xilinx’s Corporate Secretary, provided such notice is received no later than the close of business on [●], 2021;

 

•

by voting again over the internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on [●], 2021;

 

•

by submitting a properly signed and dated proxy card with a later date that is received by Xilinx no later than the close of business on [●], 2021; or

 

•

by virtually attending the Xilinx special meeting via the Xilinx special meeting website and requesting that your proxy be revoked, or by virtually attending and voting at the Xilinx special meeting via the Xilinx special meeting website as described above.

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect a Xilinx stockholder’s right to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

Xilinx, Inc.

Attn: Corporate Secretary

corporate.secretary@xilinx.com

2100 Logic Drive

San Jose, California 95124

(408) 559-7778

If your shares of Xilinx common stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Xilinx special meeting via the Xilinx special meeting website.

Proxy Solicitation Costs

Xilinx is soliciting proxies to provide an opportunity to all Xilinx stockholders to vote on agenda items, whether or not such Xilinx stockholders are able to virtually attend the Xilinx special meeting or any adjournment or

 

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postponement thereof. Xilinx will bear the entire cost of soliciting proxies from Xilinx stockholders. In addition to the solicitation of proxies by mail, Xilinx will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Xilinx common stock and secure their voting instructions, if necessary. Xilinx may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Xilinx has also retained Innisfree to assist in soliciting proxies and in communicating with Xilinx stockholders and estimates that it will pay them a fee of approximately $40,000, plus reimbursement for certain out-of-pocket fees and expenses. Xilinx also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Xilinx or Xilinx directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. Xilinx directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

Virtually Attending the Xilinx Special Meeting

If you wish to virtually attend the Xilinx special meeting via the Xilinx special meeting website, you must (i) be a Xilinx stockholder of record at the close of business on [●], 2021 (the Xilinx record date), (ii) hold your shares of Xilinx common stock beneficially in the name of a broker, bank or other nominee as of the Xilinx record date or (iii) hold a valid proxy for the Xilinx special meeting.

To enter the Xilinx special meeting website and virtually attend the Xilinx special meeting, you must first register at the Xilinx special meeting website to obtain a unique meeting invitation by email. If you hold your shares of Xilinx common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website, you must provide a legal proxy from your bank, broker or other nominee during registration to obtain a virtual control number. If you are unable to obtain a legal proxy from your bank, broker or other nominee, you will be able to register to attend the Xilinx special meeting, but may not vote your shares at the Xilinx special meeting.

If you plan to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website, Xilinx still encourages you to vote in advance by the internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the Xilinx special meeting via the Xilinx special meeting website. Voting your proxy by the internet, telephone or mail will not limit your right to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website if you later decide to do so.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Xilinx has previously adopted householding for Xilinx stockholders of record. As a result, Xilinx stockholders with the same address and last name may receive only one copy of this joint proxy statement /prospectus. Registered Xilinx stockholders (those who hold shares of Xilinx common stock directly in their name with Xilinx’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to Xilinx at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple Xilinx stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or

 

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if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

Xilinx will promptly deliver a copy of this joint proxy statement/prospectus to any Xilinx stockholder who received only one copy of these materials due to householding upon request in writing to: Xilinx, Inc., Attn: Investor Relations, ir@xilinx.com, 2100 Logic Drive, San Jose, California 95124 or by calling (408) 626-4293.

Tabulation of Votes

The Xilinx board of directors will appoint an independent inspector of election for the Xilinx special meeting. The inspector of election will, among other matters, determine the number of shares of Xilinx common stock represented at the Xilinx special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Xilinx stockholders at the Xilinx special meeting.

Adjournments

If a quorum is present at the Xilinx special meeting but there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal, then Xilinx stockholders may be asked to vote on the Xilinx adjournment proposal.

At any subsequent reconvening of the Xilinx special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Xilinx special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the Xilinx special meeting, please contact Innisfree, Xilinx’s proxy solicitor for the Xilinx special meeting, at:

 

 

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

(877) 717-3923

Banks and Brokers: (212) 750-5833

XILINX STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, XILINX STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

 

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XILINX PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This joint proxy statement/prospectus is being furnished to you as a Xilinx stockholder in connection with the solicitation of proxies by the Xilinx board of directors for use at the Xilinx special meeting. At the Xilinx special meeting, Xilinx is asking Xilinx stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which Merger Sub will merge with and into Xilinx, with Xilinx being the surviving corporation in the merger and becoming a wholly owned subsidiary of AMD. Upon completion of the merger, Xilinx stockholders will be entitled to receive 1.7234 shares of AMD common stock for each share of Xilinx common stock held immediately prior to the effective time of the merger (together with cash in lieu of any fractional shares of AMD common stock).

The Xilinx board of directors, after careful consideration, unanimously determined that the merger is fair to and in the best interests of Xilinx and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger.

The Xilinx board of directors accordingly unanimously recommends that Xilinx stockholders vote “FOR” the Xilinx merger proposal.

The merger and a summary of the terms of the merger agreement are described in more detail under “The Merger” and “The Merger Agreement,” and Xilinx stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A hereto.

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal. Accordingly, an abstention or other failure to vote on the Xilinx merger proposal will have the same effect as a vote “AGAINST” the Xilinx merger proposal.

It is a condition to the completion of the merger that Xilinx stockholders approve the Xilinx merger proposal.

IF YOU ARE A XILINX STOCKHOLDER, THE XILINX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE XILINX MERGER PROPOSAL

(XILINX PROPOSAL 1)

 

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XILINX PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Xilinx is required to submit to a non-binding advisory stockholder vote certain compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the merger as disclosed under “Interests of Xilinx Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Xilinx Named Executive Officers—Golden Parachute Compensation.” The Xilinx compensation proposal gives Xilinx stockholders the opportunity to express their views on the merger-related compensation of Xilinx named executive officers.

Accordingly, Xilinx is asking Xilinx stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Interests of Xilinx Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Xilinx Named Executive Officers—Golden Parachute Compensation,” including the associated narrative discussion and the agreements, plans, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on the Xilinx compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, if you are a Xilinx stockholder, you may vote to approve the Xilinx merger proposal and vote not to approve the Xilinx compensation proposal, and vice versa. The vote on the Xilinx compensation proposal is advisory and non-binding. As a result, if the merger is completed, the merger-related compensation may be paid to Xilinx named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Xilinx stockholders do not approve the Xilinx compensation proposal.

The Xilinx board of directors unanimously recommends that Xilinx stockholders vote “FOR” the Xilinx compensation proposal.

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx compensation proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, assuming a quorum is present at the Xilinx special meeting, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx compensation proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting on the Xilinx compensation proposal to vote on the Xilinx compensation proposal will have the same effect as a vote “AGAINST” the Xilinx compensation proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal, it will have the same effect as a vote “AGAINST” the Xilinx compensation proposal.

IF YOU ARE A XILINX STOCKHOLDER, THE XILINX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE XILINX COMPENSATION PROPOSAL

(XILINX PROPOSAL 2)

 

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XILINX PROPOSAL 3: ADJOURNMENT OF THE XILINX SPECIAL MEETING

The Xilinx special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the Xilinx merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Xilinx stockholders.

Xilinx is asking Xilinx stockholders to authorize the holder of any proxy solicited by the Xilinx board of directors to vote in favor of any adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Xilinx merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Xilinx stockholders.

The Xilinx board of directors unanimously recommends that Xilinx stockholders approve the proposal to adjourn the Xilinx special meeting, if necessary or appropriate.

Whether or not a quorum is present at the Xilinx special meeting, approval of the Xilinx adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting on the Xilinx adjournment proposal to vote on the Xilinx adjournment proposal will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal.

IF YOU ARE A XILINX STOCKHOLDER, THE XILINX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE XILINX ADJOURNMENT PROPOSAL

(XILINX PROPOSAL 3)

 

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THE MERGER

The following is a description of material aspects of the merger. While AMD and Xilinx believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire joint proxy statement/prospectus, including the text of the merger agreement attached as Annex A hereto, for a more complete understanding of the merger. In addition, important business and financial information about each of AMD and Xilinx is contained or incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

General

AMD, Merger Sub and Xilinx have entered into the merger agreement, which provides for the merger of Merger Sub with and into Xilinx. As a result of the merger, the separate existence of Merger Sub will cease and Xilinx will continue its existence under the DGCL as the surviving corporation and as a wholly owned subsidiary of AMD. The surviving corporation will be named “Xilinx, Inc.”

Merger Consideration

At the effective time, each share of Xilinx common stock (other than shares held in treasury by Xilinx or held directly by AMD or Merger Sub (which shares will be cancelled)) that was issued and outstanding immediately prior to the effective time will be converted into the right to receive 1.7234 shares of AMD common stock as well as cash (without interest and less any applicable withholding taxes) in lieu of any fractional shares of AMD common stock.

The exchange ratio is fixed, which means that it will not change between now and the date of the merger, regardless of whether the market price of AMD or Xilinx common stock changes. Therefore, the value of the merger consideration will depend on the market price of AMD common stock at the effective time. The market price of AMD common stock has fluctuated since the date of the announcement of the merger agreement and is expected to continue to fluctuate from the date of this joint proxy statement/prospectus to the dates of the respective AMD and Xilinx special meetings, through the date the merger is completed and thereafter. The market price of AMD common stock, when received by Xilinx stockholders in connection with the merger, could be greater than, less than or the same as the market price of AMD common stock on the date of this joint proxy statement/prospectus or at the time of the Xilinx special meeting. Accordingly, you should obtain current market quotations for AMD and Xilinx common stock before deciding how to vote on any of the proposals described in this joint proxy statement/prospectus. AMD common stock is traded on Nasdaq under the symbol “AMD” and Xilinx common stock is traded on Nasdaq under the symbol “XLNX.”

Background of the Merger

Each of AMD’s and Xilinx’s board of directors and senior management team regularly reviews their respective company’s performance, future growth prospects and overall strategic direction and considers potential opportunities to strengthen their respective businesses and enhance stockholder value. These reviews have included consideration of whether the continued execution of each company’s strategy or possible strategic opportunities, joint ventures or combination with third parties offered the best avenue to maximize stockholder value.

From time to time over the past few years, AMD and Xilinx have had informal discussions regarding potential strategic partnerships, collaborations and a potential combination between the two companies. In connection with Xilinx’s approach to AMD about a potential business combination of the two companies, on August 13, 2018, AMD and Xilinx signed a mutual non-disclosure agreement. Xilinx is not a party or subject to any non-disclosure or other agreement with a party other than AMD, including with Company A (as defined below), with respect to a potential business combination that includes any standstill or “don’t-ask, don’t-waive” provision that would inhibit such party from making a proposal. Shortly thereafter, the parties’ management teams presented

 

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overviews of their respective businesses in order to assess support for the strategic logic of a combination, but due to deal structuring and timing issues, these discussions were put on hold. While Dr. Lisa Su, President and Chief Executive Officer of AMD and Victor Peng, President and Chief Executive Officer of Xilinx, stayed in touch over time, no proposals (binding or non-binding) were exchanged between the parties until 2020. The Xilinx board of directors (the “Xilinx Board”) understood that Mr. Peng would be meeting with Dr. Su, and potentially representatives of other potential counterparties, from time to time and directed that Mr. Peng report to the Xilinx Board if these discussions solidified at a suitable time for Xilinx to consider engaging in a business combination with AMD or another potential counterparty.

On August 19, 2019, Mr. Peng and Dr. Su had a meeting to discuss a potential business combination between Xilinx and AMD. On October 8, 2019, Mr. Peng and Dr. Su met and continued their discussions of a potential business combination between the parties. During these discussions, Dr. Su and Mr. Peng discussed a variety of matters, including semiconductor market dynamics, the rationale for AMD acquiring Xilinx and the importance of retaining key personnel in any proposed combination. Dr. Su communicated that Mr. Peng’s leadership in the combined company would be important for the success of the combination to provide continuity for the Xilinx business. Dr. Su noted that she envisioned that Mr. Peng would be a close partner with her in the combined company, and they discussed, without any commitment or specific proposal on roles, that Mr. Peng would be well-positioned from a leadership standpoint in the combined company should a combination occur. Mr. Peng noted that this was not the right time for Xilinx to engage in discussions on a combination with AMD but that because the strategic rationale for combining the companies was compelling, it made sense to continue to stay in contact.

On November 19, 2019, the AMD board of directors (the “AMD Board”) held a meeting with members of senior management and representatives of DBO Partners LLC (“DBO”), who had previously discussed strategic alternatives with the AMD Board, in attendance. The AMD Board discussed with its advisors and senior management potential strategic transactions that AMD may want to consider, including a potential transaction between AMD and Xilinx.

On December 8, 2019, the AMD Board held a meeting with members of senior management and representatives of DBO attending. Each of Dr. Su and DBO provided the AMD Board with an analysis of a potential strategic transaction with Xilinx. The AMD Board discussed possible strategies for approaching Xilinx regarding a potential strategic transaction and authorized Dr. Su to approach Mr. Peng with a non-binding proposal.

On December 9, 2019, Mr. Peng and Dr. Su met, and Dr. Su conveyed to Mr. Peng that AMD was prepared to make a non-binding proposal to acquire Xilinx. Mr. Peng reiterated that this was not the right time for Xilinx to engage in discussions on a combination with AMD but that he would discuss it with Dennis Segers, Chairman of the Xilinx Board. Mr. Peng and Dr. Su agreed to meet again after the New Year.

On December 10, 2019, Mr. Peng and the Chief Executive Officer of another semiconductor company (“Company A”) were both participants in a broader, pre-scheduled meeting, following which the Chief Executive Officer of Company A asked to speak with Mr. Peng separately. At the meeting, the Chief Executive Officer of Company A conveyed Company A’s interest in exploring a potential business combination with Xilinx. Mr. Peng responded that the timing was difficult at this time and suggested speaking again after the holidays.

On December 20, 2019, the AMD Board held a meeting with members of senior management attending. Dr. Su provided an update to the AMD Board on her discussions with Mr. Peng regarding an acquisition of Xilinx by AMD. She noted that they arranged to meet again on January 2, 2020 to discuss the rationale for a strategic transaction in more detail.

On January 2, 2020, Mr. Peng and Dr. Su met to further discuss a potential acquisition of Xilinx by AMD, and, to that end, Dr. Su made a presentation to Mr. Peng summarizing at a high level AMD’s business, product roadmaps and financial overview as well as potential synergies and benefits that could be achieved through a combination with Xilinx, without proposing a price or other terms. Mr. Peng noted that the timing remained challenging, particularly given the transaction consideration would likely be all-stock or stock-rich and recent fluctuations in each party’s respective stock price, but he agreed to consider the concept in consultation with the Xilinx Board.

 

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On January 16, 2020, Mr. Peng communicated to Dr. Su that the Xilinx Board had been updated on the discussions between Mr. Peng and Dr. Su and that the Xilinx Board was continuing to consider whether to engage in a potential transaction with AMD. Mr. Peng noted the Xilinx Board had several concerns, including with respect to the fluctuations of both companies’ stock prices in a stock-rich transaction and that AMD would need to make a compelling offer to address these risks and provide adequate downside protection to Xilinx stockholders. Dr. Su stated that she was aiming to provide a non-binding indication of interest to Xilinx in the second half of February.

On January 23, 2020, at the Chief Executive Officer of Company A’s request, Mr. Peng met with the Chief Executive Officer of Company A, who made a presentation to Mr. Peng summarizing at a high level Company A’s business and perspectives on a potential combination with Xilinx. Mr. Peng noted that the timing was difficult from a business perspective to consider combining the two companies’ businesses. The Chief Executive Officer of Company A agreed to follow up sometime in the future, with no specific timeframe for reconnecting.

On February 11 and 12, 2020, the AMD Board held a meeting with members of senior management and representatives of DBO and Credit Suisse Securities (USA) LLC (“Credit Suisse”) attending. Dr. Su discussed the timing of an offer and Mr. Peng’s potential role after the proposed transaction. Representatives of DBO and Credit Suisse provided a review of Xilinx’s earnings, stock price performance, and preliminary analysis. The AMD Board approved submission of a non-binding proposal related to an acquisition of Xilinx by AMD.

On February 14, 2020, AMD formally retained DBO as a financial advisor to AMD as it related to the contemplated transaction between AMD and Xilinx. After considering multiple banks of high quality and reputation who were unlikely to have conflicts with respect to a transaction between AMD and Xilinx as potential financial advisors to the AMD Board, and after discussing each bank’s experience, expertise and qualifications, the AMD Board selected DBO on the basis of its qualifications, expertise and reputation, its knowledge and understanding of AMD’s business, industry and affairs, and the absence of any conflicts with respect to Xilinx.

On February 16, 2020, Mr. Peng and Dr. Su had a telephone call, during which Dr. Su conveyed that the AMD Board had authorized a non-binding proposal, and that she would be seeking a response by March 2, 2020. Later on February 16, 2020, Dr. Su delivered to Mr. Peng a non-binding proposal to acquire Xilinx at a price of $115.00 per share of Xilinx common stock, comprised of $15.00 per share in cash and $100.00 per share in shares of AMD common stock.

On February 20, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), Xilinx’s outside legal advisor, attending. At the meeting, Mr. Peng reported on AMD’s February 16 proposal. Also at this meeting, representatives of Morgan Stanley & Co. LLC (“Morgan Stanley”), who had provided strategic financial advice to Xilinx on other occasions, were invited to present to the Xilinx Board. Representatives of Morgan Stanley reviewed certain financial aspects of Xilinx. The Xilinx Board discussed the current prospects of Xilinx on a standalone basis, including potential upside opportunities to create value for Xilinx stockholders as well as potential headwinds over the near to medium term. The Xilinx Board determined that, although they saw the potential strategic logic behind a combination with AMD, the February 16 proposal was not at a sufficient valuation level to warrant a counterproposal or price guidance to AMD at this time. The Xilinx Board considered how best to respond by AMD’s requested deadline of March 2, 2020. In addition, Mr. Peng provided an update to the Xilinx Board on Mr. Peng’s recent meetings with the Chief Executive Officer of Company A. After discussions, the Xilinx Board determined that certain recent activity at Company A would render a transaction of the size necessary for a combination with Xilinx challenging from a business execution perspective and directed that Mr. Peng deliver this message to Company A. At this meeting, and at nearly every subsequent meeting of the Xilinx Board leading up to the public announcement of the merger, the Xilinx Board met in executive session with only independent directors and representatives of Skadden present. Because no Xilinx director (other than potentially Mr. Peng, who did not participate in such executive sessions) had a conflict of interest with respect to a transaction between AMD and Xilinx, no special committee of independent directors of the Xilinx Board was established.

 

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On February 28, 2020, the Xilinx Board held another meeting, at which they further discussed a potential transaction with AMD. A representative of Skadden discussed the directors’ fiduciary duties in the context of considering a strategic transaction and various considerations that should be part of the Xilinx Board’s decision-making process. Also at this meeting, representatives of Morgan Stanley discussed its preliminary views on certain financial aspects of AMD. After discussions, the Xilinx Board reiterated its previous consensus view that while a combination with AMD could potentially result in significant upside opportunity for Xilinx stockholders, the February 16 proposal was not sufficiently compelling to serve as a starting point for negotiations or warrant a counterproposal or price guidance. The Xilinx Board also determined that it was important for AMD to understand the uniqueness of Xilinx as an asset and the meaningful contribution to the value of the combined company that Xilinx would bring, which in turn requires a greater valuation and percentage ownership of the combined company. The Xilinx Board directed Mr. Peng to deliver this message to AMD.

Later on February 28, 2020, Mr. Peng spoke to Dr. Su by telephone and conveyed the message as directed by the Xilinx Board. Mr. Peng and Dr. Su agreed to meet on March 2, 2020 to discuss further, with Dr. Su noting that AMD would not have a revised proposal at that time.

On March 2, 2020, Mr. Peng and Dr. Su met as scheduled. Mr. Peng conveyed the considerations that were of particular importance to the Xilinx Board as it related to a potential transaction, emphasizing the importance of a significant premium to acknowledge the uniqueness of Xilinx as an asset and the meaningful contribution that Xilinx would bring to the combined company and downside protection for Xilinx stockholders given recent fluctuations in AMD’s share price. Dr. Su agreed to consider these points, and they agreed to speak again on March 6, 2020.

On March 6, 2020, Mr. Peng and Dr. Su spoke by telephone. Dr. Su stated that AMD was not in a position to provide a revised proposal and probed for guidance on price and other terms and to potentially engage in preliminary due diligence in order to support any changes to AMD’s February 16 proposal. Mr. Peng responded that Xilinx was also not in a different place from the prior indications and that the Xilinx Board needed the proposal price to increase before engaging in further discussions.

On March 9, 2020, the AMD Board held a meeting with members of management and representatives of DBO, Credit Suisse and Latham and Watkins LLP (“Latham”) attending. Dr. Su provided an update to the AMD Board on recent discussions with Mr. Peng. Representatives of DBO and Credit Suisse reviewed alternatives for an updated acquisition proposal and potential effects. The AMD Board approved submission of a second non-binding proposal related to an acquisition of Xilinx by AMD.

On March 10, 2020, Mr. Peng and Dr. Su spoke again by telephone. Dr. Su noted that after a meeting of the AMD Board the previous day, the AMD Board was still supportive of a potential transaction with Xilinx and would target providing a revised proposal in one week’s time. Dr. Su acknowledged that this timing would miss Xilinx’s next regularly scheduled board meeting, which was scheduled for March 11 and 12, 2020.

On March 11 and 12, 2020, the Xilinx Board held a regularly scheduled meeting. Among other topics, members of Xilinx senior management gave an update to the Xilinx Board on COVID-19, which was a rapidly evolving situation, as it related to Xilinx and its personnel as well as the broader marketplace. In addition, Mr. Peng provided an update on his recent discussions with Dr. Su with respect to a potential business combination and also reported to the Xilinx Board in detail his October 8, 2019 discussion with Dr. Su, including the importance of Mr. Peng’s leadership role in the combined company to provide continuity for the Xilinx business if the companies were to combine. Representatives of Morgan Stanley discussed certain preliminary financial analyses. After discussions, the Xilinx Board directed Mr. Peng to communicate to AMD that any revised proposal should provide for an all-stock deal and use an exchange ratio rather than a fixed price given the volatility in the market. Also on March 12, 2020, Morgan Stanley delivered to the Xilinx Board a relationship disclosure, which did not contain any issues of note.

Later on March 12, 2020, Mr. Peng met with the Chief Executive Officer of Company A to convey the message as directed by the Xilinx Board at its March 11 and 12, 2020 meeting. Mr. Peng suggested that the parties

 

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reconnect in the fall if the market environment, in light of COVID-19 and other factors, and Company A’s business, were more settled.

On March 13, 2020, Mr. Peng contacted Dr. Su by telephone to communicate the direction provided by the Xilinx Board about a revised proposal. Dr. Su responded that the AMD Board and AMD’s outside advisors agreed that using an exchange ratio was the appropriate way to proceed.

Also on March 13, 2020, AMD entered into an engagement letter with Credit Suisse as an additional financial advisor to AMD as it related to the contemplated transaction between AMD and Xilinx. After discussing the potential advantages and disadvantages of engaging a second financial advisor as a complement to DBO, and considering the magnitude of the potential transaction and the benefits of having an additional perspective throughout the process, the AMD Board selected Credit Suisse based on its qualifications, experience and reputation as an internationally recognized investment banking and financial advisory firm.

On March 16, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO and Credit Suisse attending. Dr. Su summarized for the AMD Board her conversations with Mr. Peng since the previous board meeting. Representatives from DBO and Credit Suisse reviewed proposed terms and considerations for the acquisition proposal. The AMD Board approved submission of a revised non-binding proposal related to an acquisition of Xilinx by AMD.

On March 17, 2020, Dr. Su contacted Mr. Peng by telephone to communicate a revised non-binding proposal with a fixed exchange ratio of 2.2 shares of AMD common stock for each share of Xilinx common stock, which resulted in an illustrative purchase price of approximately $92.14 per share of Xilinx common stock based on AMD’s closing trading price on the date of the proposal. Dr. Su delivered the proposal to Mr. Peng in written form after the call. Mr. Peng subsequently discussed the proposal with Mr. Segers and, consistent with the discussions of the Xilinx Board during its March 11 and 12, 2020 meetings, discussed that, at this level, the Xilinx Board had already determined that the proposal was at an insufficient valuation to engage in substantive discussions and agreed that Mr. Peng should deliver that message to Dr. Su.

On March 19, 2020, Mr. Peng contacted Dr. Su by telephone to deliver the message that the revised proposal was not sufficient from a price perspective and that, given the unprecedented market volatility, the parties should stop discussions and check back in when the market environment, in light of COVID-19 and other factors, was more settled. Mr. Peng suggested they might revisit a potential combination again in the fall. There were no further substantive discussions between AMD and Xilinx until August 4, 2020.

On March 20, 2020 and March 21, 2020, Dr. Su communicated to the AMD Board the substance of her March 19 conversation with Mr. Peng.

On May 6, 2020, the AMD Board held a meeting, with members of senior management attending. The AMD Board discussed the status of possible strategic transactions and collaborations, including a potential acquisition of Xilinx by AMD. Dr. Su confirmed that Xilinx had rejected AMD’s March 17 proposal and that there were no active discussions between AMD and Xilinx.

On July 13, 2020, the Chief Executive Officer of Company A requested a video call with Mr. Peng, at which the Chief Executive Officer of Company A discussed certain updates on Company A’s business and also conveyed that Company A would be delivering a non-binding proposal to acquire Xilinx at a price of $120.00 per share of Xilinx common stock, comprised of $40.00 in cash and $80.00 in shares of Company A common stock. The Chief Executive Officer noted that the leadership at Company A included a number of executives from companies that Company A had previously acquired and suggested that a combination with Xilinx would follow that track record, and perhaps to a greater extent considering the relative size of Xilinx’s business and the potential combination with Xilinx compared to past acquisitions, without getting into specifics about the potential combined company management. The Chief Executive Officer of Company A delivered the proposal to

 

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Mr. Peng in writing after the call. Mr. Peng informed Mr. Segers of the proposal from Company A, and Mr. Segers informed the Xilinx Board.

On August 3, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley and Skadden attending. Mr. Peng reported on Company A’s July 13 proposal. Representatives of Morgan Stanley also reviewed certain historical information with respect to Xilinx’s financial performance, as well as preliminary financial analyses with respect to a potential transaction involving Company A or AMD. The Xilinx Board also discussed perspectives regarding the strategic rationale for pursuing a potential transaction with either Company A or AMD as well as Xilinx’s standalone strategic plan, including certain execution risks related thereto, and other potential strategic counterparties for Xilinx. After discussions, the Xilinx Board determined that not only did Company A’s July 13 proposal significantly undervalue Xilinx, but also that a potential combination with Company A posed substantial risks from both a regulatory approval and execution perspective, and therefore Company A’s proposal did not warrant a counterproposal or further discussion at this time. The Xilinx Board directed Mr. Peng to deliver this message to Company A.

On August 4, 2020, Mr. Peng and Dr. Su were both participants in a broader, pre-scheduled video call, following which Dr. Su asked to speak with Mr. Peng separately. Dr. Su communicated that given the current macroeconomic climate and resilience of the semiconductor sector, she wanted to revisit extending a revised non-binding proposal to acquire Xilinx. Mr. Peng responded that although the timing was still not ideal from Xilinx’s perspective, and noted that when they last spoke, they had talked about possibly revisiting discussions regarding a potential business combination in the fall, he would inform the Xilinx Board of this development. Dr. Su reported that the AMD Board was meeting later that week and that she would contact Mr. Peng thereafter.

On August 6 and 7, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO and Credit Suisse attending. Representatives of DBO and Credit Suisse provided a summary of the overall semiconductor landscape, potential strategic alternatives including the transaction with Xilinx and noted that because of the current macroeconomic climate and resilience of the semiconductor sector, it was an attractive time to consider restarting discussions to acquire Xilinx. The AMD Board approved submission of a third non-binding proposal related to an acquisition of Xilinx by AMD, which was delivered to Xilinx on August 9, 2020.

On August 8, 2020, Mr. Peng contacted the Chief Executive Officer of Company A by telephone to deliver the message as directed by the Xilinx Board at its August 3, 2020 meeting. Mr. Peng noted that if Company A were to submit a revised proposal that addressed the Xilinx Board’s concerns surrounding both valuation and the regulatory approval and execution risks, he would bring that revised proposal to the Xilinx Board for consideration. The Chief Executive Officer of Company A agreed to consider this feedback with the board of directors of Company A and implied there would be a response to Xilinx thereafter but did not commit to a specific timing or format for the response.

On August 9, 2020, Dr. Su contacted Mr. Peng by telephone and conveyed that, as authorized by the AMD Board, she would be delivering a revised non-binding proposal to acquire Xilinx in an acquisition in which 100% of the outstanding shares of Xilinx common stock would be exchanged for shares of AMD common stock at a price of $132.50 per share of Xilinx common stock, with the final exchange ratio to be determined prior to signing a definitive agreement. Dr. Su delivered the proposal to Mr. Peng in written form after the call.

On August 13, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley and Skadden attending, at which Mr. Peng and Mr. Segers updated the Xilinx Board on AMD’s August 9 proposal. Representatives of Morgan Stanley reviewed certain preliminary financial analyses of AMD and Xilinx. The Xilinx Board discussed relative advantages and disadvantages of a combination with AMD compared to Company A and other potential counterparties, as well as continuing on a standalone basis. Following the discussion, the Xilinx Board authorized Xilinx management to engage in a discussion with AMD regarding its August 9 proposal with a view toward improving that offer. The Xilinx Board also authorized Xilinx

 

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management to continue discussions with Morgan Stanley around potentially engaging them in connection with Xilinx’s review of potential strategic transactions. In addition, Mr. Segers reported that he had received outreach from the Chairperson of the board of directors of Company A, who wanted to speak with him. The Xilinx Board determined that Mr. Segers should speak with the Chairperson of the Board of Company A within the next week and, consistent with the message that Mr. Peng had already conveyed to the Chief Executive Officer of Company A on August 8, 2020, reiterate the Xilinx Board’s view that Company A’s July 13 proposal significantly undervalued Xilinx and was not sufficient to warrant a counterproposal or further discussion at this time.

On August 17, 2020, Mr. Peng and Dr. Su spoke by video call. Mr. Peng communicated that, while the Xilinx Board had seriously considered AMD’s August 9 proposal, the price would need to significantly improve in order for the Xilinx Board to authorize engagement in an initial management meeting. In accordance with the Xilinx Board’s instructions, Mr. Peng suggested that an improved offer of greater than $140.00 per share of Xilinx common stock would likely enable further discussions.

On August 24, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO and Credit Suisse attending. Dr. Su provided an update on recent discussions she had with Mr. Peng and discussed the feedback provided by Mr. Peng on August 17. Representatives of DBO and Credit Suisse reviewed with the AMD Board potential responses to the Xilinx feedback, next steps and a proposed timeline. The AMD Board approved a fourth non-binding proposal related to an acquisition of Xilinx by AMD.

On August 25, 2020, Mr. Peng and Dr. Su spoke again by video call, during which Dr. Su communicated a revised non-binding proposal to acquire Xilinx in an acquisition in which 100% of the outstanding shares of Xilinx common stock would be exchanged for shares of AMD common stock at a price of $137.00 per share of Xilinx common stock, with the final exchange ratio to be determined prior to signing a definitive agreement. Dr. Su delivered the proposal to Mr. Peng in written form after the call.

On August 28, 2020, the Xilinx Board held a meeting to discuss AMD’s August 25 proposal, with members of senior management and representatives of Morgan Stanley and Skadden attending. Representatives of Morgan Stanley provided preliminary financial analyses with respect to the August 25 proposal, and representatives of Skadden reviewed the Xilinx Board’s fiduciary duties in these circumstances, including as it related to Company A and potential other counterparties. The Xilinx Board determined that the appropriate next step would be for AMD and Xilinx to each deliver a management presentation, and then Xilinx would provide a counterproposal to AMD following the presentations. In view of the current status of the discussions and that the parties would be moving forward, the Xilinx Board also discussed engaging BofA Securities as a second financial advisor, given BofA Securities’ expertise in the semiconductor industry and familiarity with AMD and Xilinx, which the Xilinx Board felt would be helpful as a complement to Morgan Stanley, given the magnitude of the potential transaction, the importance of the investment decision, and also because it would be helpful to have a second perspective while going through this process. The Xilinx Board also weighed the potential advantages and disadvantages of having two financial advisors. After discussions, the Xilinx Board directed Xilinx management to reach out to BofA Securities to discuss a potential engagement and determine if there might be any potential conflicts of interest.

Later on August 28, 2020, Mr. Peng contacted Dr. Su by video call to deliver the message that while the Xilinx Board was open to proceeding with mutual management meetings, the Xilinx Board was not prepared to support a transaction on the terms of AMD’s August 25 proposal. Mr. Peng noted that the Xilinx Board remained focused on the right intersection of the appropriate risk-adjusted value for Xilinx stockholders based on Xilinx’s potential intrinsic value, the percentage of the combined company that Xilinx stockholders would ultimately own and the companies’ relative contributions. Mr. Peng suggested that, given the Xilinx Board had a regular board meeting scheduled during the week of September 7, 2020, it would make sense for AMD’s management meeting to take place in advance of the Xilinx Board meeting, and Xilinx’s management meeting could take place right after the Xilinx Board meeting on September 11, 2020. Dr. Su agreed to proceed with mutual management meetings and noted she would discuss the sequencing and logistics with John Caldwell, Chairman of the AMD Board.

 

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On August 29, 2020, a representative of Xilinx management reached out to BofA Securities to discuss potentially engaging BofA Securities as a second financial advisor to Xilinx in connection with Xilinx’s review of potential strategic transactions.

On August 30, 2020, Dr. Su contacted Mr. Peng by telephone to communicate that AMD would be able to provide a management presentation to Xilinx on September 7, 2020, which would enable Xilinx management to provide an update to the Xilinx Board during their meeting. Dr. Su also offered to speak with the Xilinx Board during their meeting, and Mr. Peng agreed it would be good for her to speak directly to the Xilinx Board about AMD’s business and her point of view on the potential combination.

On August 31, 2020, Mr. Peng and Dr. Su spoke by telephone to discuss the logistics of the upcoming meetings.

On September 5, 2020, the AMD Board held a meeting, with members of senior management and a representative of Latham attending. The AMD Board reviewed and discussed Xilinx’s response to AMD’s proposal, the overall plans for due diligence and AMD’s preliminary long-range financial plan that would be shared with Xilinx in the upcoming management presentation.

On September 7, 2020, representatives of AMD management provided a management presentation to representatives of Xilinx management.

From September 8 through September 10, 2020, the Xilinx Board held a regularly scheduled meeting, with members of senior management attending and representatives of Morgan Stanley, BofA Securities and Skadden attending for certain portions. Among other topics discussed, members of senior management reported to the Xilinx Board their findings from the management presentation that AMD had given to Xilinx, focusing in particular on the areas of engineering, product and technology. Then, representatives of each of Morgan Stanley and BofA Securities discussed with the Xilinx Board AMD’s management presentation from a financial perspective. Representatives of each of Morgan Stanley and BofA Securities also discussed with the Xilinx Board certain preliminary financial analyses of AMD and Xilinx. That afternoon, Dr. Su presented to the independent directors of the Xilinx Board her strategic vision for AMD and the rationale supporting a transaction with Xilinx, and Dr. Su expressed her view that Mr. Peng’s continued leadership in the combined company would be critical in order to provide business continuity for the Xilinx business and realize the anticipated benefits of a transaction. After Dr. Su’s presentation, the Xilinx Board discussed their perspectives on a potential transaction with AMD and began formulating a view on the appropriate counterproposal.

On September 11, 2020, representatives of Xilinx management provided a management presentation to representatives of AMD management.

Later on September 11, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Skadden attending. At the meeting, members of senior management provided the Xilinx Board with an update on the Xilinx management presentation to AMD that had taken place earlier that day. In addition, after reviewing the proposed terms of the engagements with Morgan Stanley as lead financial advisor and BofA Securities as a second financial advisor for this matter, as well as their respective relationship disclosures, the Xilinx Board unanimously approved the engagement of each of Morgan Stanley and BofA Securities in accordance with their respective terms. After considering multiple banks of high quality and reputation who were unlikely to have conflicts with respect to a transaction between Xilinx and AMD as potential financial advisors to the Xilinx Board, and after discussing each bank’s experience, expertise and qualifications, the Xilinx Board selected (i) Morgan Stanley due to its qualifications, experience and reputation, its knowledge and involvement in recent transactions in the industry, its knowledge of Xilinx’s business and affairs, and the absence of any material conflicts with respect to AMD and (ii) after discussing the advantages and disadvantages of engaging a second financial advisor, given the magnitude of the potential transaction, the importance of the investment decision and also because it would be helpful to have a second perspective while going through the process, BofA Securities due to its experience in transactions similar to the contemplated transaction, its reputation in the investment community, its familiarity with Xilinx and its business, and the absence of any material conflicts with

 

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respect to AMD. The Xilinx Board also instructed Mr. Peng not to discuss his own potential compensation as part of the combined company with representatives of AMD unless and until the Xilinx Board consents to such discussion, and Mr. Peng confirmed there had been no such discussions to date and accepted the Xilinx Board’s instruction. After discussions, including as to the information provided at the September 10, 2020 meeting, the Xilinx Board authorized Mr. Peng to propose to AMD an all-stock transaction valued at $145.00 per share of Xilinx common stock, with some form of downside protection against the fluctuations of AMD’s stock but also an ability to participate in the upside, as well as proportionate representation on the post-closing AMD Board.

On September 13, 2020, Mr. Peng spoke to Dr. Su by video call and conveyed Xilinx’s non-binding counterproposal as authorized by the Xilinx Board. Mr. Peng noted that for the downside protection element, the Xilinx Board was open-minded between a downside collar (i.e., setting a minimum value for the exchange ratio) and a cash/stock election (i.e., Xilinx stockholders could decide closer to closing if they wanted to receive cash, up to a specified, capped amount, or stock, based on AMD’s then-current stock price). Mr. Peng also conveyed the Xilinx Board’s request for proportionate representation on the post-closing AMD Board.

On September 14, 2020, at the direction of AMD and Xilinx, as applicable, representatives of Morgan Stanley, BofA Securities, DBO and Credit Suisse had a telephone call to discuss pricing mechanisms that could theoretically be used in a potential transaction between the parties.

Also on September 14, 2020, the Chief Executive Officer of Company A contacted Mr. Peng by telephone and conveyed that Company A had been working on revising its July 13 proposal into a true “merger of equals” transaction, with the current Chief Executive Officer of either Company A or Xilinx serving as the Chief Executive Officer of the combined company, with the other serving as Chairperson of the combined company, and a combined company board being comprised 50% of Company A directors and 50% of Xilinx directors. The Chief Executive Officer of Company A noted that Company A was prepared to deliver a written non-binding proposal to Xilinx but would not do so if the timing was not suitable for Xilinx. Mr. Peng agreed to consider this concept in consultation with the Xilinx Board and then provide a response. After the call, Mr. Peng updated Mr. Segers on this conversation and determined that he and Mr. Segers would provide an update to the Xilinx Board at the next meeting to determine the appropriate response to Company A.

On September 16, 2020, Xilinx formally engaged Morgan Stanley as its lead financial advisor and BofA Securities as its second financial advisor and executed an engagement letter with each of Morgan Stanley and BofA Securities.

On September 17, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO, Credit Suisse and Latham attending. Dr. Su provided an update to the AMD Board on her discussions with Xilinx’s directors and executive team. Dr. Su reviewed Xilinx’s technology capabilities, risk factors, growth prospects and long term financial targets. AMD management provided its preliminary due diligence findings to the AMD Board and discussed potential synergies between AMD and Xilinx. Representatives of DBO and Credit Suisse discussed the deal structure considerations relating to the latest counterproposal from Xilinx. The AMD Board then discussed potential responses to Xilinx’s counterproposal and approved a counterproposal of (i) an exchange ratio representing a purchase price of $139.00 per share (without any collar mechanism) and (ii) the addition of two members of the Xilinx board of directors. The AMD Board also approved the formation of a transaction committee (the “AMD Transaction Committee”), consisting of Messrs. Caldwell and Joe Householder, for purposes of convenience and efficiency, with the authority to oversee and administer the day-to-day process with respect to the potential acquisition of Xilinx by AMD.

On September 19, 2020, Mr. Peng and Dr. Su had a meeting, at which Dr. Su conveyed a revised proposal to acquire Xilinx in a transaction in which 100% of the outstanding shares of Xilinx common stock would be exchanged for shares of AMD common stock at a price of $139.00 per share of Xilinx common stock, with the final exchange ratio to be determined prior to signing a definitive agreement, and to appoint two Xilinx directors to the post-closing company board. Dr. Su expressed the AMD Board’s concerns regarding either form of downside protection that the Xilinx Board had suggested, insofar as it could be construed as a lack of confidence on the part of the Xilinx Board in the transaction.

 

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On September 20, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities and Skadden attending. Mr. Peng reported on AMD’s September 19 proposal. Representatives of Morgan Stanley provided the Xilinx Board with certain preliminary financial analyses. After discussions, the Xilinx Board determined that, based on the feedback received from the AMD Board, it seemed highly unlikely that the AMD Board would support any transaction that included downside protection at the time of announcement and, in view of AMD’s perspective, the Xilinx Board should, in the negotiations, focus instead on maximizing value for Xilinx stockholders rather than downside protection. On that basis, the Xilinx Board determined that the appropriate counterproposal on price would be that if AMD’s price per share, based on a 10-day unaffected VWAP ending on the last business day before signing a definitive agreement (the “AMD announcement price”), were $70.00 or lower, the “Xilinx transaction price” would be $140.00 per share; if the AMD announcement price were $80.00 or higher, the Xilinx transaction price would be $145.00; and if the AMD announcement price were between $70.00 and 80.00, the Xilinx transaction price would be linearly interpolated between $140.00 and $145.00, with the exchange ratio to be calculated by dividing the Xilinx transaction price by the AMD announcement price. The Xilinx Board also directed Mr. Peng to request three seats for Xilinx directors on the post-closing company board in order to be more proportionate to Xilinx stockholders’ implied pro forma ownership. In the event that AMD continued to reject Xilinx’s structured proposals on price, the Xilinx Board also gave Mr. Peng guidance on the price threshold at which they would be prepared to accept a deal, subject to satisfactory completion of due diligence and negotiation of a mutually acceptable definitive agreement. Also at the meeting, Mr. Peng reported to the Xilinx Board on his recent conversation with the Chief Executive Officer of Company A. Mr. Peng noted that a “merger of equals” offer with Company A as the acquirer would result in an offer price of approximately $101.00, while Company A’s prior proposal from July 13, 2020 included an offer price of $120.00. The Xilinx Board determined that from an offer price perspective, as well as taking into account that it was unlikely, from a financial point of view, that Company A could do anything to meaningfully improve its proposal, and given the latest proposal from AMD was valued at $139.00, it would not be worthwhile to engage with Company A at this time, and authorized Mr. Peng to respond to Company A accordingly. The Xilinx Board also considered the risks and benefits of performing a further “market check” to assess whether a transaction that offered greater immediate value to Xilinx stockholders was reasonably available as compared to the transaction proposed by AMD, in terms of price, timing, likelihood of consummation, regulatory and other considerations, and the effect such “market check” would have on AMD’s engagement and interest. The Xilinx Board also considered that any “market check” could result in public leaks of a potential sale process, which could also have an adverse impact on employees, customers and external partners. The Xilinx Board concluded that a “market check” was unlikely to result in a better outcome for Xilinx stockholders.

Also on September 20, 2020, Mr. Peng and Dr. Su had a meeting and Mr. Peng delivered the counterproposal as directed by the Xilinx Board.

On September 21, 2020, Mr. Peng contacted the Chief Executive Officer of Company A to deliver the response as directed by the Xilinx Board. The Chief Executive Officer of Company A responded with understanding and noted that the parties could reconnect another time if it made sense to do so down the line.

Also on September 21, 2020, the AMD Transaction Committee met, with Dr. Su, members of senior management and representatives of DBO and Credit Suisse attending. The AMD Transaction Committee approved a revised proposal in response to Xilinx’s September 20^th proposal.

On September 22, 2020, Mr. Peng and Dr. Su had a meeting. During the meeting, Dr. Su communicated a revised proposal, wherein if the AMD announcement price were $73.00 or lower, the “Xilinx transaction price” would be $140.00 per share; if the AMD announcement price were $83.00 or higher, the Xilinx transaction price would be $143.00; and if the AMD announcement price were between $73.00 and $83.00, the Xilinx transaction price would be interpolated between $140.00 and $143.00 using $141.00 as the midpoint, with the exchange ratio to be calculated by dividing the Xilinx transaction price by the AMD announcement price. Dr. Su also reiterated that maintaining a relatively small post-closing AMD Board continued to be important, such that only two Xilinx

 

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directors would be offered positions on the AMD Board. Dr. Su stated that this was AMD’s “best and final” proposal. Shortly after this meeting, Mr. Peng contacted Dr. Su by telephone and conveyed that, before taking AMD’s revised proposal to the Xilinx Board, he wanted to adjust the midpoint Xilinx transaction price to be $141.50, rather than $141.00, so there would be symmetry between the $140.00 and $143.00 guardrails, and noted he anticipated that this element of fairness would be important to the Xilinx Board. Dr. Su responded that, while she was not currently authorized by the AMD Board to agree to this adjustment, she confirmed her understanding that Mr. Peng would be taking AMD’s proposal as adjusted in this manner to the Xilinx Board, and, if approved by the AMD Board, that this proposal as adjusted would be AMD’s “best and final” proposal (the “Final AMD Proposal”).

On September 22, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities and Skadden attending. Mr. Peng reported on the Final AMD Proposal and the latest discussions with Dr. Su around both price and board representation. After discussions, the Xilinx Board unanimously agreed to the economic terms of the Final AMD Proposal, subject to satisfactory completion of due diligence and negotiation of a mutually acceptable definitive agreement, but also requested that Mr. Peng convey to Dr. Su that, while they would not terminate discussions over the issue of two versus three seats for Xilinx directors on the post-closing AMD Board, the Xilinx Board would appreciate consideration of a third seat, both for proportionate representation from a pro forma ownership perspective and also to ensure sufficient understanding of the Xilinx business on the post-closing AMD Board.

Later on September 22, 2020, Mr. Peng contacted Dr. Su by telephone to convey the message as directed by the Xilinx Board. Dr. Su responded that she would discuss with the AMD Board and respond the following day.

On September 23, 2020, the AMD Transaction Committee met, with Dr. Su and members of senior management present, and approved Xilinx’s September 22 counterproposal.

Later on September 23, 2020, Dr. Su delivered to Mr. Peng a document reflecting the agreed-upon price terms as set forth in the Final AMD Proposal and a post-closing AMD Board representation of at least two Xilinx directors with up to three Xilinx directors at AMD’s discretion. The parties agreed to proceed expeditiously to negotiate a mutually acceptable definitive agreement and to complete their respective due diligence reviews, subject to further review and approval by the parties’ respective boards.

Later on September 23, 2020, representatives of Skadden delivered to Latham a draft NDA amendment to revive the standstill and non-solicit provisions of the parties’ existing NDA, which had previously expired, a draft clean team agreement and a draft joint defense agreement. Skadden also provided a draft non-binding term sheet outlining certain proposed terms for the potential transaction to representatives of Latham, which included the following key terms: (i) a requirement for AMD to agree to any divestures or limitations on its post-closing business in order to obtain the approval of the transaction by antitrust authorities; (ii) a fiduciary termination fee payable by Xilinx to AMD equal to 3% of Xilinx’s equity value in the event of a termination of the merger agreement following a change in recommendation by the Xilinx Board; (iii) a fiduciary termination fee payable by AMD to Xilinx equal to 3% of AMD’s equity value in the event of a termination of the merger agreement following a change in recommendation by the AMD Board; (iv) a termination fee payable by AMD to Xilinx equal to 0.5% of AMD’s equity value in the event AMD’s stockholders did not approve the transaction; and (v) a regulatory termination fee payable by AMD to Xilinx equal to $2.5 billion in the event the merger agreement were terminated as a result of a failure to obtain necessary antitrust approvals.

On September 26, 2020, Mr. Segers spoke with Dr. Su about the post-closing AMD Board representation of Xilinx directors and discussed how to move this conversation forward.

Also on September 26, 2020, Mr. Peng and Dr. Su spoke by video call to discuss certain business topics raised by Dr. Su relating to the potential transaction, including better understanding each party’s business internationally.

On September 27, 2020, Mr. Peng and Dr. Su spoke again by video call to continue their discussion of certain business topics raised by Dr. Su. In addition to certain communications and operations matters, Dr. Su raised the

 

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topic of Mr. Peng’s role and title if the acquisition of Xilinx were to be completed and, after a discussion, determined that the title of President would be best, subject to confirmation by the AMD Board. Prior to the execution of the merger agreement, there were no discussions regarding the specific terms of Mr. Peng’s employment post-closing. Dr. Su also mentioned the topic of whether Mr. Peng would serve on the post-closing AMD Board and potential issues relating thereto. Mr. Peng responded that he could not advocate from a personal perspective, but that it was a desire of the Xilinx Board to ensure there would be a good understanding of the Xilinx business on the post-closing AMD Board. Dr. Su and Mr. Peng determined that the appropriate next step would be for Mr. Caldwell to speak with Mr. Peng and Mr. Segers. After the call, Mr. Peng updated Mr. Segers on this conversation.

Also on September 27, 2020, AMD and Xilinx executed the NDA amendment, and the joint defense agreement and clean team agreement were executed on September 29, 2020 and September 30, 2020, respectively. The parties engaged in mutual due diligence in earnest, particularly over the weeks of September 27, October 4, and October 11, 2020, with a number of videoconference meetings and telephone calls attended by members of Xilinx senior management, representatives of Xilinx’s outside advisors, members of AMD senior management and representatives of AMD’s outside advisors, as applicable, on various business, financial, tax, accounting and legal matters.

On October 1, 2020, Mr. Peng and Dr. Su spoke by video call to discuss the status and progress of the mutual due diligence workstreams.

On October 2, 2020, the independent directors of the Xilinx Board held a meeting, with representatives of Skadden attending. Mr. Segers provided an update on the negotiations and due diligence process with AMD to date. Mr. Segers also reported on his recent discussion with Dr. Su about the post-closing AMD Board representation, and noted that he was scheduled to speak with Mr. Caldwell later that day to further discuss. Representatives of Skadden discussed a number of anticipated potential issues in the merger agreement, including with respect to deal certainty, and potential responses.

Also on October 2, 2020, representatives of Latham delivered an initial draft of the merger agreement to representatives of Skadden. The draft included the following key terms, many of which were responsive to the previously provided non-binding term sheet: (i) a requirement that AMD use reasonable best efforts to obtain antitrust approvals, but no specific obligation for AMD to agree to any divestures or limitations on its post-closing business; (ii) a mutual “force the vote” in the event the board of directors of either AMD or Xilinx were to change its recommendation to stockholders with respect to the transaction as a result of an intervening event, but not as a result of a superior proposal; (iii) a fiduciary termination fee payable by Xilinx to AMD equal to 3.25% of Xilinx’s equity value in the event of a termination of the merger agreement following a change in recommendation by the Xilinx Board; (iv) a fiduciary termination fee payable by AMD to Xilinx equal to 3.25% of Xilinx’s equity value in the event of a termination of the merger agreement following a change in recommendation by the AMD Board; and (v) no termination fee payable by AMD to Xilinx in the event of a failure to obtain the approval of AMD stockholders or necessary antitrust approvals.

Also on October 2, 2020, Mr. Peng and Dr. Su spoke by telephone to discuss their respective high-level perspectives on potential synergies as a result of the contemplated transaction.

Also on October 2, 2020, Messrs. Caldwell and Segers had a telephone conversation during which they discussed planning for the inclusion of Xilinx directors on the post-closing AMD Board.

On October 3, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO, Credit Suisse and Latham attending. Representatives of DBO and Credit Suisse presented to the AMD Board an overview of key process milestones, transaction structure and pricing mechanisms. A representative of Latham discussed with the AMD Board the directors’ fiduciary duties in the context of considering a potential transaction with Xilinx, reviewed provisions of the draft merger agreement and reviewed a timeline for antitrust approvals.

On October 4, 2020, Mr. Peng and Dr. Su spoke again by telephone to discuss areas of focus in the coming week.

 

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On October 7, 2020, Mr. Caldwell contacted Mr. Peng by telephone, as a follow up from the discussion between Mr. Peng and Dr. Su on September 27, 2020. Mr. Caldwell expressed to Mr. Peng the AMD Board’s excitement about the potential transaction and that the AMD Board viewed Mr. Peng continuing with the combined company to run the Xilinx business as essential. Mr. Caldwell also noted that, whether or not Mr. Peng served on the post-closing AMD Board, which would raise governance issues, Mr. Peng would still have significant involvement and exposure to the AMD Board. After the call, Mr. Peng updated Mr. Segers on this conversation.

On October 8, 2020, the Wall Street Journal published an article reporting on a potential combination of AMD and Xilinx.

On October 9, 2020, representatives of Skadden delivered a revised draft of the merger agreement to representatives of Latham. The draft included the following key terms: (i) a requirement that AMD use reasonable best efforts to obtain antitrust approvals, and an obligation for AMD to agree to any divestures or limitations on its post-closing business except to the extent such actions would result in a material adverse effect on AMD or Xilinx; (ii) a fiduciary termination fee payable by Xilinx to AMD equal to 3.25% of Xilinx’s equity value in the event of a termination of the merger agreement following a change in recommendation by the Xilinx Board; (iii) a fiduciary termination fee payable by AMD to Xilinx equal to 1.625% of AMD’s equity value in the event of a termination of the merger agreement following a change in recommendation by the AMD Board; and (iv) a reinsertion of the termination fees payable by AMD to Xilinx in the event of a failure to obtain the approval of AMD stockholders (equal to 0.5% of AMD’s equity value) or necessary antitrust approvals (equal to $2.5 billion).

Also on October 9, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities and Skadden attending, for the purpose of providing an update to the Xilinx Board on the status of the potential transaction with AMD. Members of senior management reported on Xilinx’s due diligence findings to date. Representatives of Morgan Stanley then provided an update on the proposed timeline for the transaction. Representatives of Skadden also provided a summary of certain key proposed terms of the draft merger agreement and discussed the open issues and responses with the Xilinx Board.

On October 10, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO, Credit Suisse and Latham attending. Representatives of DBO and Credit Suisse provided an update to the AMD Board regarding the transaction process and reviewed Xilinx’s financials. AMD’s senior management discussed the transaction process, related communications, and their assessment of potential synergies. A representative of Latham highlighted and discussed key open issues in the merger agreement and the responses thereto.

On October 11, 2020, representatives of DBO and Credit Suisse contacted representatives of Morgan Stanley by telephone to discuss the exchange ratio for the proposed transaction.

During the weeks of October 11 and October 18, 2020, Mr. Peng, Dr. Su and respective members of AMD and Xilinx senior management, along with their respective outside advisors, discussed and negotiated certain key open issues in the merger agreement, including the termination fees and efforts required of AMD to obtain antitrust approvals, as well as severance and retention matters and due diligence matters on a number of video and telephone calls.

On October 12, 2020, Dr. Su delivered an analysis of potential synergies that might be achieved in the proposed transaction to Mr. Peng.

Also on October 12, 2020, representatives of Latham delivered a revised draft of the merger agreement to representatives of Skadden. The draft included the following key terms: (i) an obligation for AMD to agree to any divestures or limitations on its post-closing business except to the extent such actions would result in a materially adverse effect on AMD or Xilinx, in each case measured on a scale relative to the size of Xilinx; (ii) acceptance of Xilinx’s proposed fiduciary termination fees; (iii) a deletion of the termination fee payable by AMD to Xilinx in the event of a failure to obtain the approval of AMD stockholders; and (iv) a regulatory termination fee equal to $500 million.

 

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On October 13, 2020, representatives of Latham delivered an initial draft of the AMD disclosure schedules to the merger agreement to representatives of Skadden. Also on October 13, 2020, representatives of Skadden delivered an initial draft of the Xilinx disclosure schedules to the merger agreement to representatives of Latham. Between October 13 and October 26, 2020, representatives of AMD, Latham, Xilinx and Skadden continued to negotiate the terms and exchange drafts of the merger agreement and the respective disclosure schedules of AMD and Xilinx.

On October 14, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities, Skadden and Xilinx’s financial and tax due diligence advisor, attending, in which representatives of Xilinx’s financial and tax due diligence advisor and Skadden reported to the Xilinx Board on certain due diligence findings.

Also on October 14, 2020, representatives of Skadden delivered a revised merger agreement to representatives of Latham, which draft included (i) Xilinx’s prior proposal regarding the efforts required of AMD to obtain necessary antitrust approvals, (ii) a fiduciary termination fee payable by Xilinx to AMD equal to $1 billion, (iii) a fiduciary termination fee payable by AMD to Xilinx equal to 1.625% of AMD’s equity value and (iv) a regulatory termination fee equal to $1 billion.

On October 15, 2020, representatives of Skadden and Latham discussed certain open issues in the merger agreement.

On October 16, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO, Credit Suisse and Latham attending. Dr. Su provided the AMD Board with an update on timing of the proposed transaction. A representative of Latham again reviewed with the AMD Board the directors’ fiduciary duties in the context of considering a potential transaction with Xilinx and provided an update regarding key provisions of the merger agreement, including transaction structure, exchange ratio, treatment of equity awards, the regulatory termination fee, conditions to closing and antitrust matters. The AMD Board’s advisors and AMD senior management then provided the AMD Board with an update on the diligence process and findings to date.

Also on October 16, 2020, representatives of Latham delivered a revised merger agreement to representatives of Skadden, which draft included (i) AMD’s prior proposal regarding the efforts required of AMD to obtain necessary antitrust approvals, (ii) a fiduciary termination fee equal to $1 billion for both parties and (iii) acceptance of a regulatory termination fee equal to $1 billion.

On October 17, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley and Skadden attending. Representatives of Skadden reviewed the Xilinx Board’s fiduciary duties and presented a detailed summary of the key terms of the draft merger agreement, including the structure of the proposed transaction, the treatment of Xilinx’s equity awards, certain restrictions on Xilinx’s business and operations during the pendency of the transaction, AMD’s antitrust undertaking, the non-solicitation provisions that would apply to both AMD and Xilinx and the ability of each party’s board of directors to change its recommendation, and noted where certain issues remained open. Representatives of Skadden also presented to the Xilinx Board on certain regulatory considerations with respect to the potential transaction with AMD.

On October 18, 2020, representatives of Skadden delivered a revised merger agreement to representatives of Latham, which draft included, among other changes, (i) Xilinx’s prior proposal regarding the efforts required of AMD to obtain necessary antitrust approvals and (ii) a fiduciary termination fee payable by AMD to Xilinx equal to 1.625% of AMD’s equity value.

On October 19 and 20, 2020, representatives of AMD, Latham, Xilinx and Skadden discussed certain remaining open issues in the merger agreement, including, among other things, the relevant termination fees and level of effort required of AMD to obtain antitrust approvals.

 

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On October 21, 2020, representatives of Latham delivered a revised merger agreement to representatives of Skadden, which draft included, among other changes, (i) AMD’s prior proposal regarding the efforts required of Xilinx to obtain necessary antitrust approvals and (ii) identified the fiduciary termination fee payable by AMD to Xilinx as an open issue but made no proposal.

On October 23, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO, Credit Suisse and Latham attending. Representatives of DBO and Credit Suisse reviewed and discussed their respective financial analyses with the AMD Board. A representative of Latham again discussed with the AMD Board the directors’ fiduciary duties in the context of considering a potential transaction with Xilinx and reviewed the outstanding matters in the merger agreement and summary of the relationships of DBO and Credit Suisse with Xilinx and AMD. Dr. Su reviewed the outstanding matters between AMD and Xilinx.

On October 24, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities, Skadden and Xilinx’s financial and tax due diligence advisor attending. Representatives of each of Morgan Stanley and BofA Securities reviewed with the Xilinx Board their respective preliminary financial analyses with respect to the exchange ratio. Representatives of Skadden and Xilinx’s financial and tax due diligence advisor provided an update to the Xilinx Board on certain due diligence findings, and representatives of Skadden then reviewed the key terms of the merger agreement.

Also on October 24, 2020, Mr. Peng, Dr. Su and representatives of Skadden and Latham discussed certain open due diligence matters.

Later on October 24, 2020, representatives of Skadden delivered a revised merger agreement to representatives of Latham, which draft included, among other changes, (i) compromise language on the efforts required of AMD to obtain antitrust approvals, where AMD would only be required to make divestitures or accept restrictions on its business to the extent such actions would not result in (A) a materially adverse effect on Xilinx or (B) a materially adverse effect on AMD, but for purposes of clause (B), deemed to be the same size as Xilinx, and (ii) a fiduciary termination fee payable by AMD to Xilinx equal to $1.5 billion.

On October 25, 2020, Mr. Peng and Dr. Su met and discussed plans for their respective board meetings the following day as well as communications strategy upon the anticipated public announcement of the transaction.

Later on October 25, 2020, representatives of Latham delivered a revised merger agreement to representatives of Latham, which draft accepted the proposals regarding regulatory efforts and AMD’s fiduciary termination fee proposed in Xilinx’s prior draft. Representatives of Latham and Skadden worked to finalize the merger agreement throughout the day on October 26, 2020.

On October 26, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO, Credit Suisse and Latham attending. AMD management and a representative of Latham provided an update to the AMD Board on due diligence. Also at this meeting, after referencing their respective financial analyses of the exchange ratio, DBO and Credit Suisse each delivered to the AMD Board an oral opinion, each of which was subsequently confirmed by delivery of a written opinion dated October 26, 2020, to the effect that, as of that date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered in connection with the preparation of each opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, AMD, as more fully described below under “—Opinions of AMD’s Financial Advisors—Opinion of DBO” and “—Opinion of AMD’s Financial Advisors—Opinion of Credit Suisse,” respectively. After discussions, including as to the matters described below under “—Recommendation of the AMD Board of Directors; AMD’s Reasons for the Merger,” the AMD Board unanimously: (i) determined that the terms of the merger agreement and the merger are fair to and in the best interests of AMD and its stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, each on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that AMD stockholders approve of the AMD share issuance proposal.

 

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Also on October 26, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities, Skadden and Xilinx’s financial and tax due diligence advisor attending. Representatives of Skadden and Xilinx’s financial and tax due diligence advisor provided an update to the Xilinx Board on certain due diligence findings. Also at this meeting, after referencing their respective financial analyses of the exchange ratio, which each had reviewed with the Xilinx Board at the Xilinx Board meeting on October 24, 2020, Morgan Stanley and BofA Securities each delivered to the Xilinx Board an oral opinion, each of which was subsequently confirmed by delivery of a written opinion dated October 26, 2020, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken as set forth in the respective written opinions, in the case of the opinion delivered by Morgan Stanley, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to holders of Xilinx common stock (other than holders of the Excluded Shares), and, in the case of the opinion delivered by BofA Securities, the exchange ratio provided for in the merger agreement was fair, from a financial point of view, to holders of Xilinx common stock, as more fully described below under “—Opinion of Xilinx’s Financial Advisors—Opinion of Morgan Stanley” and “—Opinion of Xilinx’s Financial Advisors—Opinion of BofA Securities,” respectively. After discussions, including as to the matters described below under “—Recommendation of the Xilinx Board of Directors; Xilinx’s Reasons for the Merger,” the Xilinx Board unanimously: (i) determined that the terms of the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Xilinx and its stockholders; (ii) declared advisable, approved and authorized in all respects the merger agreement, the performance of Xilinx of its obligations thereunder and the consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that Xilinx stockholders adopt the merger agreement.

Later on October 26, 2020, following the approval of the merger agreement and the merger by the AMD Board and the Xilinx Board, AMD and Xilinx finalized and executed the merger agreement, and on the morning of October 27, 2020, prior to the opening of trading, issued a joint press release announcing that they had entered into the merger agreement.

Recommendation of the AMD Board of Directors; AMD’s Reasons for the Merger

At a special meeting held on October 26, 2020, the AMD board of directors unanimously: (i) determined that the terms of the merger agreement and the merger are fair to and in the best interests of AMD and its stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, each on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that AMD stockholders approve the AMD share issuance proposal.

ACCORDINGLY, THE AMD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT AMD STOCKHOLDERS VOTE “FOR” THE AMD SHARE ISSUANCE PROPOSAL AND “FOR” THE AMD ADJOURNMENT PROPOSAL.

As described under “—Background of the Merger,” in evaluating the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, the AMD board of directors held a number of meetings and consulted with AMD senior management and its outside legal and financial advisors. In reaching its decision to approve the merger agreement and to recommend that AMD stockholders vote to approve the AMD share issuance proposal, the AMD board of directors considered a number of factors, including, but not limited to the following (which are not necessarily presented in order of their relative importance to the AMD board of directors):

 

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Benefits of the Acquisition. The AMD board of directors believe that the acquisition of Xilinx enhances AMD’s leadership position in high performance computing and expands AMD’s data center business. Combining AMD’s and Xilinx’s complementary technologies and markets is expected, taking into account AMD’s industry experience, publicly available information about other industry participants and management’s best view as to industry-related information that is not publicly available, to create the industry’s strongest portfolio of high performance processors, spanning CPUs, GPUs, FPGAs and

 

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adaptive SOCs and complement and strengthen AMD’s data center portfolio. Further, Xilinx’s leading position in embedded markets is expected to drive new opportunities for AMD’s CPUs and GPUs. In this regard, the AMD board of directors noted:

 

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that Xilinx’s strengths in FPGA, adaptive SOCs and software platforms are highly complementary with AMD’s CPUs and GPUs;

 

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AMD’s and Xilinx’s complementary focus on leading-edge process technology and packaging technologies, and the combined technology strengths of AMD and Xilinx creating complementary technology leadership in the industry in multi-generation architectures, data center innovation and software enablement;

 

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the manufacturing benefits of applying learnings from AMD’s early adoption and high-volume production ramp of advanced process nodes across the spectrum of Xilinx’s products;

 

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the markets of the combined company by combining Xilinx’s leadership position and established relationships in communications infrastructure, industrial, automotive, aerospace, defense and other key verticals with AMD’s existing strengths in PC, gaming and data centers, expanding AMD’s total addressable market to $110 billion, based on internal management estimates derived from publicly available information about both companies and the markets in which they operate, as well as AMD’s industry experience;

 

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that the combined company will have greater research and development resources, engineering expertise and technology, which will allow AMD to better serve customers and accelerate innovation;

 

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that the combined company’s complementary product offerings and engineering and technical strengths will be aligned with important secular growth trends, such as cloud computing, artificial intelligence, big data analytics, smart networking and software-defined infrastructure;

 

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that the combination of AMD’s CPU and GPU compute engines with Xilinx’s flexible accelerators, SmartNIC products, software stacks and domain expertise would enable the combined company to offer solutions to customers in the telecom, edge, industrial and networking markets that unlock additional levels of performance on critical workloads;

 

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that the cultures of AMD and Xilinx are strongly aligned, including shared values and commitment to innovation, execution and customer collaboration, and that this culture, along with AMD’s commitment to excellence, will accelerate high performance and adaptive computing visions of the combined company and create a premier growth franchise;

 

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the expectation that the combined company will have increased financial strength and flexibility, with an estimated $11.6 billion in combined revenue in the twelve month period prior to signing;

 

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that the merger would immediately diversify AMD’s revenue streams and be accretive to AMD’s margins, cash flow and earnings per share, without taking into account expected synergies;

 

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the expectation that the merger will create synergies of approximately $300 million within 18 months subsequent to closing, driven primarily by lower operating expenses and cost of goods sold; and

 

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the expectation that the combined company will be well-capitalized with a stronger balance sheet and an investment grade profile.

 

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Exchange Ratio and Merger Consideration. The AMD board of directors considered the relative favorability of the exchange ratio relative to the exchange ratios historically implied by the relative trading prices of AMD and Xilinx common stock over various periods and relative to the current assessment of the valuation of each company and of the synergies and other benefits of the merger, in addition to:

 

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the fact that, upon completion of the merger, AMD stockholders and former Xilinx stockholders

 

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will own approximately 74% and 26%, respectively, of the combined company (based on fully diluted shares outstanding of the combined company);

 

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the oral opinion of DBO, rendered to the AMD board of directors, subsequently confirmed in a written opinion dated October 26, 2020, to the effect that, as of October 26, 2020, and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by DBO in connection with the preparation of its opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to AMD (which opinion is more fully described below under “—Opinions of AMD’s Financial Advisors—Opinion of DBO” and is attached as Annex B hereto); and

 

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the oral opinion of Credit Suisse, rendered to the AMD board of directors, subsequently confirmed in a written opinion dated October 26, 2020, to the effect that, as of October 26, 2020, and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to AMD (which opinion is more fully described below under “—Opinions of AMD’s Financial Advisors—Opinion of Credit Suisse” and is attached as Annex C hereto).

 

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Other Factors Considered by the AMD Board of Directors. In addition to considering the factors described above, the AMD board of directors considered the following additional factors that weighed in favor of the merger:

 

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historical information concerning AMD’s and Xilinx’s respective businesses, financial condition, results of operations, earnings, trading prices, technology positions, managements, competitive positions and prospects on stand-alone and forecasted combined bases; and

 

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the current and prospective business environment in which AMD and Xilinx operate, including international, national and local economic conditions and the competitive and regulatory environment, and the likely effect of these factors on AMD and the combined company.

 

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Terms of the Merger Agreement. The AMD board of directors considered that the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, in its belief, are reasonable. The AMD board of directors also reviewed and considered the conditions to the completion of the merger, and concluded that while the completion of the merger is subject to various regulatory approvals, such approvals were likely to be satisfied on a timely basis.

The AMD board of directors weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the merger agreement and the merger, including:

 

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the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of AMD or Xilinx common stock, the then-current trading price of the shares of AMD common stock to be issued to holders of shares of Xilinx common stock upon the consummation of the merger could be significantly higher than the trading price prevailing at the time the merger agreement was entered into;

 

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the fact that each of the opinions of DBO and Credit Suisse as to the fairness, from a financial point of view, of the exchange ratio set forth in the merger agreement speaks only as of the date of such opinion and did not and will not take into account events occurring or information that has become available after such date, including any changes in the operations and prospects of AMD or Xilinx, general economic, monetary, market and other conditions and other factors that may be beyond the control of AMD and Xilinx and on which the fairness opinions were based, any of which may be material;

 

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the risk that Xilinx’s financial performance may not meet AMD’s expectations;

 

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the risk that the merger may not be completed or may be delayed despite the parties’ efforts, including

 

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the possibility that conditions to the parties’ obligations to complete the merger may not be satisfied, and the potential resulting disruptions to AMD’s and Xilinx’s businesses;

 

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the potential length of the regulatory approval process and the possibility that governmental authorities might seek to require certain actions of AMD or Xilinx or impose certain terms, conditions or limitations on AMD’s or Xilinx’s businesses in connection with granting approval of the merger or might otherwise seek to prevent or delay the merger;

 

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the potential challenges and difficulties in integrating the operations of AMD and Xilinx and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated cost benefits of the merger, might not be realized or might take longer to realize than expected;

 

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the difficulties and challenges inherent in completing the merger and integrating the businesses, operations and workforce of Xilinx with those of AMD and the possibility of encountering difficulties in achieving expected revenue growth and other non-cost synergies;

 

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the possible diversion of management attention for an extended period of time during the pendency of the merger and, following closing, the integration of the two companies;

 

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the substantial costs to be incurred in connection with the merger, including those incurred regardless of whether the merger is consummated;

 

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that AMD would be required to pay to Xilinx a termination fee of $1.0 billion in the event the merger agreement were to be terminated in certain circumstances involving the failure to obtain required regulatory approvals;

 

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the risk that AMD stockholders may not approve the AMD share issuance proposal at the AMD special meeting or that Xilinx stockholders may not approve the adoption of the merger agreement at the Xilinx special meeting;

 

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that AMD would be required to pay to Xilinx a termination fee of $1.5 billion in the event the merger agreement were to be terminated in connection with a superior proposal or a change in the recommendation by the AMD board of directors to its stockholders with respect to approval of the share issuance;

 

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the ability of the Xilinx board of directors, subject to certain conditions, to change its recommendation supporting the merger in response to a superior proposal or an intervening event other than a superior proposal, if the Xilinx board of directors determines that failure to take such action would reasonably be expected to be inconsistent with the Xilinx board of directors’ fiduciary duties to its stockholders under applicable laws;

 

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the ability of the Xilinx board of directors, subject to certain conditions, to terminate the merger agreement in order to enter into a definitive agreement providing for a superior proposal; and

 

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risks of the type and nature described under entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The AMD board of directors considered all of these factors as a whole and, on balance, concluded that the potential benefits of the merger outweighed the risks and uncertainties of the merger.

In addition, the AMD board of directors was aware of and considered that AMD directors and executive officers would have the right to continued service for, employment by and the right to continued indemnification by the combined company. See “Interests of AMD’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the information and factors that the AMD board of directors considered is not intended to be exhaustive, but rather is meant to include the material factors that the AMD board of directors considered. The AMD board of directors collectively reached the conclusion to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement in light of the various factors

 

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described above and other factors that the members of the AMD board of directors believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the AMD board of directors considered in connection with its evaluation of the merger, the AMD board of directors did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the AMD board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing description of AMD’s consideration of the factors supporting the merger is forward-looking in nature. This information should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the Xilinx Board of Directors; Xilinx’s Reasons for the Merger

At a meeting held on October 26, 2020, the Xilinx board of directors unanimously: (i) determined that the terms of the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Xilinx and its stockholders; (ii) declared advisable, approved and authorized in all respects the merger agreement, the performance of Xilinx of its obligations thereunder and the consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that Xilinx stockholders adopt the merger agreement.

ACCORDINGLY, THE XILINX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT XILINX STOCKHOLDERS VOTE “FOR” THE XILINX MERGER PROPOSAL, “FOR” THE XILINX COMPENSATION PROPOSAL AND “FOR” THE XILINX ADJOURNMENT PROPOSAL.

As described under “—Background of the Merger,” in evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Xilinx board of directors held a number of meetings and consulted with Xilinx senior management and its outside legal and financial advisors. In reaching its decision to approve the merger agreement and to recommend that Xilinx stockholders vote to adopt the merger agreement, the Xilinx board of directors considered a number of factors, including, but not limited to the following (which are not necessarily presented in order of their relative importance to the Xilinx board of directors):

 

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the opportunity to combine two successful businesses with well-positioned and proven product and technology portfolios and complementary product offerings, combining CPUs, GPUs, FPGAs, Adaptive SoCs and deep software expertise, to enable leadership in computing platforms for cloud, edge and end devices;

 

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the importance of scale in the competitive market environments in which Xilinx and AMD operate, and the potential for the merger to enhance the combined company’s ability to compete effectively in those environments and across multiple end markets, including the ability to capitalize on new growth opportunities and to compete for customers and key employee talent;

 

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the markets of the combined company by combining Xilinx’s leadership position and established relationships in communications infrastructure, industrial, automotive, aerospace, defense and other key verticals with AMD’s existing strengths in PC, gaming and data centers, expanding the combined company’s total addressable market to $110 billion, based on internal management estimates derived from publicly available information about both companies and the markets in which they operate, as well as AMD’s industry experience;

 

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the cultural alignment between Xilinx and AMD, including shared cultures of innovation, excellence and collaboration, and that this cultural alignment will accelerate high performance and adaptive computing visions of the combined company and create a premier growth franchise;

 

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•

the Xilinx board of directors’ consideration, from time to time, with the assistance of Xilinx management and Xilinx’s financial and legal advisors, of the various strategic alternatives available to Xilinx, including remaining an independent company and continuing to execute on Xilinx’s strategic plan, and the Xilinx board of directors’ belief that the merger presents a more favorable opportunity for Xilinx stockholders than the potential value that may result from remaining a standalone company or pursuing other strategic alternatives;

 

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the Xilinx board of directors’ knowledge of, and discussions with Xilinx management regarding, Xilinx’s business, operations, financial condition, earnings, strategy and future prospects, including Xilinx’s opportunities to create stockholder value in the future on a standalone basis and potential risks in the execution of Xilinx’s strategic plan;

 

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discussions with Xilinx management and Xilinx’s financial and legal advisors regarding AMD’s business, operations, strategy and future prospects, and the Xilinx board of directors’ view regarding the combined company’s financial condition as well as the diversification and growth expected to result from the merger;

 

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the expectation that the combined company could achieve approximately $300 million of cost synergies within 18 months subsequent to closing and that Xilinx stockholders will be able to participate in the benefits of such synergies as stockholders of the combined company;

 

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the Xilinx board of directors’ view that the combined company will be well-capitalized with a strong balance sheet and ability to generate free cash flow and, thereby, return capital to stockholders;

 

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the implied value of the consideration to be received by Xilinx stockholders in the merger (which was $142.99 per share of Xilinx common stock, calculated based on the exchange ratio of 1.7234 and the average daily volume weighted average price per share of AMD common stock on the Nasdaq for the ten 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, which represented an approximate premium of 34.9% based on the closing price per share of Xilinx common stock of $105.99 on October 8, 2020);

 

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the exchange ratio of 1.7234 shares of AMD common stock for each share of Xilinx common stock is fixed, which affords Xilinx stockholders the opportunity to benefit from any appreciation in the value of the AMD common stock after the announcement of the merger, that the exchange ratio was the result of extensive negotiation between the parties and the Xilinx board of directors’ belief that the final exchange ratio represented the highest and best value that Xilinx could obtain from AMD;

 

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Xilinx stockholders will own approximately 25.9% of the combined company on a pro forma basis (based on the number of shares of Xilinx common stock and AMD common stock outstanding as of February 10, 2021 and the exchange ratio) and have the opportunity to participate in the future earnings and growth of the combined company;

 

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the fact that, at the effective time, at least two Xilinx directors will be appointed to the AMD board of directors and that AMD agreed to nominate such individuals for election to the AMD board of directors at AMD’s first annual meeting of stockholders following the closing, which will allow for oversight of and input into the strategy of the combined company;

 

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the fact that, at the effective time, Mr. Peng will join the combined company as President responsible for the Xilinx business and strategic growth initiatives, which will provide a level of continuity for the Xilinx business, its stockholders and other stakeholders and help realize the anticipated benefits of the merger;

 

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the oral opinion of Morgan Stanley, rendered to the Xilinx board of directors, subsequently confirmed in a written opinion dated October 26, 2020, to the effect that, as of October 26, 2020, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in

 

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the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders of shares of Xilinx common stock (other than holders of the Excluded Shares) (which opinion is more fully described under “—Opinions of Xilinx’s Financial Advisors—Opinion of Morgan Stanley” and is attached as Annex D hereto);

 

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the oral opinion of BofA Securities, rendered to the Xilinx board of directors, subsequently confirmed in a written opinion dated October 26, 2020, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its written opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to holders of Xilinx common stock (which opinion is more fully described under “—Opinions of Xilinx’s Financial Advisors—Opinion of BofA Securities” and is attached as Annex E hereto);

 

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the expected treatment of the merger as a tax-free reorganization under Section 368(a) of the Code for U.S. federal income tax purposes, as more fully described under “Material U.S. Federal Income Tax Consequences of the Merger”;

 

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the Xilinx board of directors’ view, based on discussions with Xilinx management, of the ability for AMD to integrate and combine the respective AMD and Xilinx businesses;

 

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the review by the Xilinx board of directors with its legal and financial advisors of the structure of the proposed merger and the financial and other terms of the merger agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations to complete the proposed merger and the termination provisions and related termination fees, as well as the Xilinx board of directors’ conclusion that, although the proposed merger was subject to various regulatory approvals and other conditions, such approvals were likely to be obtained and the proposed merger completed on a timely basis. In connection with such review, the Xilinx board of directors also considered the following specific aspects of the merger agreement (which are not necessarily presented in order of relative importance):

 

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that Xilinx and AMD agreed to use their respective reasonable best efforts to complete the merger and obtain the necessary approvals and clearances required under applicable antitrust laws, including the obligation of AMD to agree to make divestitures, license, hold assets separate and implement other changes or restrictions in its business if necessary to obtain antitrust approval for the merger, so long as the divestitures, licenses or restrictions would not limit AMD with respect to assets, licenses, businesses, operations or product lines that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on (i) Xilinx and its subsidiaries (taken as a whole) or (ii) AMD and its subsidiaries (taken as a whole), but for purposes of (ii), deemed to be the same size as Xilinx and its subsidiaries (taken as a whole), and that AMD will be required to pay a termination fee of $1.0 billion if the merger agreement is terminated in certain circumstances related to the failure to obtain such antitrust approvals;

 

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the nature of the closing conditions included in the merger agreement, including the reciprocal exceptions to the events that would constitute a material adverse effect on either Xilinx or AMD for purposes of the merger agreement, as well as the likelihood of satisfaction of all conditions to completion of the transactions;

 

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the fact that there are limited circumstances in which the AMD board of directors may terminate the merger agreement or change its recommendation that AMD stockholders approve the AMD share issuance proposal, and the requirement that AMD pay Xilinx a $1.5 billion termination fee if the merger agreement is terminated under certain circumstances, including if the merger agreement is terminated by Xilinx as a result of a change in recommendation by the AMD board of directors;

 

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Xilinx’s right to engage in negotiations with, and provide information to, a third party that makes an unsolicited bona fide written proposal relating to an alternative transaction, if the Xilinx board of directors has determined in good faith, after consultation with its outside legal counsel and

 

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financial advisor, that such proposal constitutes or could reasonably be expected to lead to a transaction that is superior to the merger with AMD and that failure to engage in such discussions or negotiations, or provide such information, would reasonably be expected to be inconsistent with the Xilinx board of director’s fiduciary duties to Xilinx and its stockholders;

 

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the right of the Xilinx board of directors to change its recommendation that Xilinx stockholders vote to adopt the merger agreement in response to a superior proposal or certain intervening events, subject to certain conditions, and the Xilinx board of directors’ view that the termination fee of $1.0 billion payable to AMD under certain circumstances is customary and reasonable and would not preclude or deter a willing and financially capable third party from making an acquisition proposal for an alternative transaction;

 

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the fact that there are no financing conditions or contingencies, and that AMD does not require financing in order to complete the merger; and

 

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the fact that Xilinx has the right to specifically enforce AMD’s obligations under the merger agreement.

In the course of its evaluation of the merger agreement and the merger, the Xilinx board of directors also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

 

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the fact that the exchange ratio under the merger agreement is fixed, meaning that Xilinx stockholders could be adversely affected and the implied value of the merger consideration will decline if there is a decline in the trading price of the AMD common stock;

 

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that there is no assurance that, even if approved by Xilinx stockholders, the merger will be completed on the anticipated timeline or at all;

 

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the risk that the combined company will not realize all of the anticipated strategic and other benefits of the merger, including the possibility that AMD’s financial performance may not meet Xilinx’s expectations and that the expected synergies may not be realized or will cost more to achieve than anticipated;

 

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the challenges inherent in completing the merger and integrating the business, operations and workforce of Xilinx and AMD and the risk that the anticipated benefits of the merger might not be realized or may take longer to realize than expected;

 

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the amount of time it could take to complete the merger, including that completion of the merger depends on factors outside of the control of Xilinx or AMD, and the risk that the pendency of the merger for an extended period of time following the announcement of the execution of the merger agreement could have an adverse impact on Xilinx or AMD, including their respective customer, supplier and other business relationships and potentially impact the trading price of their respective common stock;

 

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the possible diversion of management attention for an extended period of time during the pendency of the merger;

 

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the risk that, despite the retention efforts of Xilinx and AMD prior to the consummation of the merger, the combined company may not retain key personnel or there may be employee attrition;

 

•

the provisions of the merger agreement that restrict the ability of Xilinx to solicit or negotiate alternative transactions and that such provisions and the potential requirement to pay AMD a termination fee of $1.0 billion, as described under “The Merger Agreement—Termination Fees,” may deter a potential acquirer from proposing an alternative transaction for Xilinx that would provide Xilinx stockholders with greater value than the merger;

 

•

AMD’s right, subject to certain conditions, to respond to and negotiate with respect to certain acquisition proposals from third parties made prior to the time AMD stockholders adopt the AMD share issuance;

 

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•

the potential for litigation relating to the proposed merger and the associated costs, burden and inconvenience involved in defending any such proceedings;

 

•

the restrictions in the merger agreement on the conduct of Xilinx’s business during the period between execution of the merger agreement and the consummation of the merger, including that Xilinx is required to conduct its business in the ordinary course consistent with past practice in all material respects, subject to specific limitations, which could delay or prevent Xilinx from pursuing certain business opportunities or strategic transactions that may arise and could have a negative impact on Xilinx’s ability to maintain its existing business and employee relationships;

 

•

the risk that Xilinx stockholders may not approve the adoption of the merger agreement at the Xilinx special meeting or that AMD stockholders may not approve the AMD share issuance proposal at the AMD special meeting;

 

•

the possibility that regulatory agencies may delay, object to or challenge the merger or may impose terms and conditions on their approvals that adversely affect the business or financial results of Xilinx, AMD or the combined company, as more fully described under “The Merger Agreement—Regulatory Approvals,” and the fact that AMD is not required to undertake divestitures or agree to any restrictions that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on (i) Xilinx and its subsidiaries (taken as a whole) or (ii) AMD and its subsidiaries (taken as a whole), but for purposes of clause (ii), deemed to be the same size as Xilinx and its subsidiaries (taken as a whole);

 

•

the fact that the opinion of Morgan Stanley as to the fairness, from a financial point of view, of the exchange ratio pursuant to the merger agreement speaks only as of the date of such opinion and did not and will not take into account events occurring or information that has become available after such date, including any changes in the operations and prospects of Xilinx or AMD, financial, economic, market and other conditions and other factors that may be beyond the control of Xilinx and AMD and on which such opinion was based, any of which may be material;

 

•

the fact that the opinion of BofA Securities as to the fairness, from a financial point of view, of the exchange ratio provided for in the merger speaks only as of the date of such opinion and did not and will not take into account events occurring or information that has become available after such date, including any changes in the operations and prospects of Xilinx or AMD, financial, economic, monetary, market and other conditions and other factors that may be beyond the control of Xilinx and AMD and on which such opinion was based, any of which may be material;

 

•

the fact that Xilinx stockholders will not be entitled to appraisal rights in connection with the merger;

 

•

the transaction costs and retention costs to be incurred in connection with the proposed merger, regardless of whether the proposed merger is completed; and

 

•

the risks of the type and nature described under “Risk Factors” and the matters described under “Cautionary Statement Regarding Forward-Looking Statements.”

The Xilinx board of directors considered the factors described above as a whole, including through engaging in discussions with Xilinx senior management and Xilinx’s outside legal and financial advisors. Based on this review and consideration, the Xilinx board of directors unanimously concluded that these factors, on balance, supported a determination that the terms of the merger agreement and the transactions contemplated thereby were advisable, fair to and in the best interests of Xilinx and its stockholders, and to make its recommendation to Xilinx stockholders that they vote to adopt the merger agreement.

In considering the recommendation of the Xilinx board of directors that Xilinx stockholders vote to adopt the merger agreement, Xilinx stockholders should be aware that Xilinx directors and executive officers may have certain interests in the merger that are different from, or in addition to, the interests of Xilinx stockholders generally, including the treatment of equity awards held by such directors and executive officers in the merger, as described under “Interests of Xilinx’s Directors and Executive Officers in the Merger.” The Xilinx board of

 

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directors was aware of and took these interests into account when approving the merger agreement and determining that the terms of the merger agreement and the transactions contemplated thereby were advisable, fair to and in the best interests of Xilinx and its stockholders.

The foregoing discussion of the information and factors that the Xilinx board of directors considered is not, and is not intended to be, exhaustive. The Xilinx board of directors collectively reached the conclusion to approve the merger agreement and the consummation of the transactions contemplated thereby, including the merger, in light of the various factors described above and other factors that the Xilinx board of directors believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Xilinx board of directors considered in connection with its evaluation of the merger, the Xilinx board of directors did not find it useful to, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Xilinx board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Xilinx board of directors in approving the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

Opinions of AMD’s Financial Advisors

Opinion of DBO

AMD retained DBO to provide it with financial advisory services and a financial opinion in connection with the merger. After considering multiple banks of high quality and reputation who were unlikely to have conflicts with respect to a transaction between Xilinx and AMD as potential financial advisors to the AMD Board, and after discussing each bank’s experience, expertise and qualifications, the AMD board of directors selected DBO to act as AMD’s financial advisor based on DBO’s qualifications, expertise and reputation, and its knowledge and understanding of AMD’s business and affairs. At the meeting of the AMD board of directors on October 26, 2020, DBO rendered to the AMD board of directors its oral opinion, subsequently confirmed in writing, that as of October 26, 2020, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by DBO, as set forth in its written opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to AMD.

The full text of the written opinion of DBO to the AMD board of directors, dated as of October 26, 2020, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by DBO in rendering its opinion, is attached as Annex B hereto and is incorporated by reference herein in its entirety, which opinion DBO expressly consented may be included in this joint proxy statement/prospectus. You should carefully read and consider DBO’s written opinion in its entirety, as it contains important information. DBO’s opinion was directed to the AMD board of directors, in its capacity as such, and addresses only the fairness, from a financial point of view, of the exchange ratio set forth in the merger agreement to AMD as of the date of the opinion, and does not address any other terms, aspects or implications of the merger or related transactions or any other matter. DBO’s opinion was not intended to, and does not, constitute any opinion or recommendation as to how AMD stockholders or any other person should vote or act with respect to the merger or any other matter. The summary of the opinion of DBO set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion and performing its related financial analyses, DBO, among other things:

 

•

reviewed certain business and financial information concerning Xilinx;

 

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•

reviewed certain internal financial statements and other financial and operating data concerning AMD and Xilinx, respectively;

 

•

reviewed certain financial projections concerning AMD and Xilinx prepared by AMD and Xilinx management, respectively;

 

•

reviewed information relating to certain strategic, financial and operational benefits anticipated from the merger, prepared by AMD;

 

•

discussed with senior executives of AMD their assessment of the past and current operations, financial condition and prospects of AMD, including information relating to certain strategic, financial and operational benefits anticipated from the merger;

 

•

discussed with senior executives of Xilinx their assessment of the past and current operations, financial condition and prospects of Xilinx, including information relating to certain strategic, financial and operational benefits anticipated from the merger;

 

•

reviewed the pro forma impact of the merger on AMD’s earnings per share, cash flow and financial ratios;

 

•

compared the financial performance of Xilinx with that of certain publicly-traded companies that DBO deemed comparable with Xilinx;

 

•

participated in certain discussions and negotiations among representatives of AMD and Xilinx and certain parties and their respective financial and legal advisors;

 

•

reviewed a draft of the merger agreement, dated October 25, 2020, and certain related documents; and

 

•

performed such other financial analyses and considered such other factors as DBO deemed appropriate.

In arriving at its opinion, with the AMD board of directors’ consent, DBO assumed and relied upon, without independent verification, the accuracy and completeness of the data, material and other information that was publicly available or supplied or otherwise made available to DBO by AMD and Xilinx (including, without limitation, the information described above), or that was otherwise reviewed by DBO. DBO relied on assurances of the respective managements of AMD and Xilinx that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. DBO noted that projecting the future results of any company is inherently subject to uncertainty. With respect to the financial projections, DBO was advised by AMD management, and DBO assumed that such projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of AMD and Xilinx of the future financial performance of AMD and Xilinx, respectively. DBO expressed no view or opinion with respect to the respective financial projections of AMD or Xilinx or the assumptions on which they were made. DBO relied upon, without independent verification, the assessment by the managements of AMD and Xilinx of: (i) the strategic, financial and other benefits expected to result from the merger; (ii) the timing and risks associated with the integration of AMD and Xilinx; (iii) the ability to retain key employees of AMD and Xilinx, respectively; and (iv) the validity of, and risks associated with, AMD’s and Xilinx’s existing and future technologies, intellectual property, products, services and business models.

In addition, DBO assumed that the merger agreement would be substantially similar to the last draft it reviewed and that the merger would be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including that the merger will be treated as a tax-free reorganization pursuant to the Code. DBO also assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the merger, no delays, limitations, conditions or restrictions would be imposed that would have an adverse effect on AMD, Xilinx or the contemplated benefits expected to be derived in the merger. DBO is not a legal, tax, regulatory or actuarial advisor. DBO is a financial advisor only and relied upon, without independent verification, the assessment of AMD and Xilinx and its legal, tax, regulatory or actuarial advisors with respect to legal, tax, regulatory or

 

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actuarial matters and assumed the correctness in all respects material to its analysis of all legal, tax, regulatory or actuarial advice given to AMD and the AMD board of directors, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the merger agreement to AMD, the AMD stockholders or any other person.

DBO’s opinion was addressed to the AMD board of directors in its consideration of the merger, and its opinion does not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to AMD, nor does it address the underlying business decision by AMD to engage in the merger or the terms of the merger agreement or the documents referred to therein. DBO’s opinion does not constitute a recommendation as to how any AMD stockholder or any other person should vote on or act with respect to the merger or any matter related thereto.

DBO’s opinion addresses only the fairness, from a financial point of view, to AMD, as of October 26, 2020, of the exchange ratio set forth in the merger agreement. DBO did not express any view on, and DBO’s opinion does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger. DBO expressed no opinion with respect to the fairness of the amount or nature of the compensation to any Xilinx officer, director or employee, or any class of such persons, in each case in their capacity as such. Furthermore, DBO was not asked to address, and its opinion does not address, the fairness to, or any other consideration to be paid to, the holders of any class of securities, creditors or other constituencies of AMD or Xilinx. DBO did not make any independent valuation or appraisal of the assets or liabilities, nor did DBO receive any such valuation or appraisals, of AMD or Xilinx. DBO’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to DBO, as of October 26, 2020. Events occurring after October 26, 2020 may affect DBO’s opinion and the assumptions used in preparing it, and DBO expressly disclaimed any obligation to update, revise or reaffirm its opinion or advise any person of any in any fact or matter affecting its opinion of which DBO becomes aware after such date.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by DBO in connection with its oral opinion and the preparation of its written opinion letter dated October 26, 2020 to the AMD board of directors. The following summary is not a complete description of DBO’s opinion or the financial analyses performed and factors considered by DBO in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 23, 2020, the last practical date prior to the meeting of the AMD board of directors to approve and adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement, and is not necessarily indicative of current market conditions. The various analyses summarized below were based on the closing price of $86.51 per share of AMD common stock and $105.99 per share of Xilinx common stock as of October 8, 2020, the last date prior to rumors of the merger being publicly reported in a notable publication, and are not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by DBO, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying DBO’s opinion.

In performing the financial analyses summarized below and arriving at its opinion, DBO, with the consent and at the direction of the AMD board of directors, used and relied upon, among other things, certain financial projections provided by AMD and Xilinx management and estimates with respect to the potential cost synergies, including the costs necessary to achieve such cost synergies, expected by AMD management to result from the merger. The AMD financial projections provided by AMD management for the period through the 2025 fiscal

 

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year, including its long-range projections through the 2023 fiscal year and extrapolated by AMD management for the 2024 and 2025 fiscal years, which projections were prepared on a basis excluding share-based compensation expense, are referred to as the “AMD projections” and are described under “—AMD Unaudited Financial Projections,” and the Xilinx management projections provided by Xilinx management as adjusted by AMD management for the period through 2025, which projections were prepared on bases both including and excluding share-based compensation expense, are referred to as the “AMD adjusted Xilinx projections” and are described under “—AMD Unaudited Financial Projections.” The estimates of potential cost synergies provided by AMD’s management are described under “—Certain Estimated Synergies.”

Stand-Alone Xilinx Financial Analysis

Selected Comparable Public Company Analysis

DBO reviewed and compared certain financial information, ratios and multiples for Xilinx to corresponding financial information, ratios and multiples for publicly traded companies in the processors and networking, analog and communications sectors that DBO deemed comparable, based on its experience and professional judgment, to Xilinx, which selected publicly traded companies are referred to as the “selected comparable companies” and which information is shown below:

 

Company		2021 AV/EBITDA				2021 P/E
NVIDIA Corporation			39.9x				50.2x
Intel Corporation			6.8x				10.3x
Marvell Technology Group Ltd.			25.0x				30.7x
Texas Instruments Incorporated			19.8x				25.4x
Analog Devices, Inc.			18.2x				21.6x
Broadcom Inc.			13.6x				14.6x
Qualcomm, Inc.			13.7x				19.1x

Although none of the selected comparable companies is directly comparable to Xilinx, these companies were selected by DBO, among other reasons, because they are publicly traded companies in the processors and networking, analog and communications sectors with certain operational and financial characteristics, which, for purposes of its analyses, DBO considered to be similar to those of Xilinx. None of the selected companies identified as meeting DBO’s selection criteria were excluded from the analysis.

Using publicly available information obtained from SEC filings, S&P Capital IQ, Wall Street research and closing stock prices, as of October 23, 2020, the last trading day prior to the date of DBO’s opinion, for the selected comparable companies and as of October 8, 2020 for Xilinx, the last date prior to rumors of the merger being publicly reported in a notable publication, DBO calculated, for each selected comparable company and for Xilinx, the following multiples and ratios: (i) aggregate value (calculated as the market value of common equity (using the fully diluted equity value), plus outstanding principal debt (excluding in-the-money convertible debt), less cash and cash equivalents, plus additional adjustments as necessary) as a multiple of 2021 calendar year estimated EBITDA on a non-GAAP basis as-reported by the selected comparable company (2021E AV/EBITDA); and (ii) the price to estimated adjusted earnings per share on a non-GAAP basis as-reported by the selected comparable company ratio for the 2021 calendar year (2021E P/E).

 

Selected Comparable Company Multiples

Xilinx Multiples

Low

25th Percentile

Median

Mean

75th Percentile

High

2021E AV/EBITDA

6.8x

13.6x

18.2x

19.6x

25.0x

39.9x

24.3x

2021E P/E

10.3x

14.6x

21.6x

24.6x

30.7x

50.2x

31.6x

Using publicly available information obtained from SEC filings, S&P Capital IQ, Wall Street research and closing stock prices, as of October 23, 2020, the last trading day prior to the date of DBO’s opinion, for the

 

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selected comparable companies and as of October 23, 2020 and October 8, 2020, the last date prior to rumors of the merger being publicly reported in a notable publication, for Xilinx, DBO calculated the multiples and ratios as described above and on the basis of next twelve months, which is referred to as “NTM,” estimated EBITDA and estimated adjusted earnings per share, respectively. DBO also calculated the median of these multiples and ratios on an NTM basis over historical periods of the last-twelve-months, last two years and last three years, which are referred to as “LTM,” “L2Y” and “L3Y,” respectively.

 

Median NTM

NTM

2021E

LTM

L2Y

L3Y

P/E Multiple

Xilinx (October 23, 2020)

37.2x

35.1x

31.6x

29.4x

26.9x

Xilinx (October 8, 2020)

34.6x

31.6x

30.9x

29.0x

26.9x

Selected Comparable Companies*

27.0x

24.6x

24.3x

21.4x

20.2x

AV / EBITDA Multiple

Xilinx (October 23, 2020)

27.9x

26.9x

24.2x

23.5x

21.2x

Xilinx (October 8, 2020)

26.0x

24.3x

24.0x

23.3x

21.0x

Selected Comparable Companies*

20.5x

19.6x

18.5x

16.4x

14.8x

 

*	Calculated by averaging the daily metrics for the selected comparable companies and calculating the medians of the averaged values over the described time period.

Based on its experience and professional judgment, for purposes of its analysis DBO selected a 2021E AV/EBITDA multiple reference range of 22.5x to 27.5x and 2021E P/E multiple reference range of 25.0x to 35.0x. In selecting these reference ranges, DBO made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of Xilinx and the comparable companies that could affect the public trading values in order to provide a context in which to consider the results of the quantitative analysis. Applying these reference ranges to Xilinx’s 2021 calendar year estimated adjusted EBITDA and Xilinx’s 2021 calendar year estimated adjusted earnings per share, in each case, based on the AMD adjusted Xilinx projections, DBO calculated the following implied ranges of values per share, rounded to the nearest whole dollar, of Xilinx common stock:

 

Selected Multiple		Implied Equity Value Per Share of Xilinx Common Stock Reference Range
2021E AV/EBITDA: 22.5x – 27.5x		$	97 to $118
2021E P/E: 25.0x – 35.0x		$	84 to $117

Selected Transactions Large Semiconductor Analysis

DBO analyzed certain information relating to the following selected transactions involving companies in the semiconductor industry since 2011 that were valued at greater than $5 billion, which are collectively referred to as the “Selected Transactions-Large Semiconductor Acquisitions.” The selected transactions and their respective premiums and multiples paid (as further described below) were as follows:

 

Premiums

Multiples*

Announcement Date

Acquirer

Target

1-Day

30-Day

AV/NTM EBITDA

NTM P/E

April 2011

Texas Instruments Incorporated

National Semiconductor Corporation

76%

70%

11.5x

19.4x

December 2013

Avago Technologies Limited

LSI Corporation

41%

37%

10.7x

18.0x

March 2015

NXP Semiconductors NV

Freescale Semiconductor, Ltd.

4%

26%

13.6x

17.1x

 

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May 2015

Avago Technologies Limited

Broadcom Corporation

24%

28%

12.7x

15.8x

June 2015

Intel Corporation

Altera Corporation

56%

50%

22.2x

33.3x

July 2016

SoftBank Group Corp.

ARM Limited

44%

54%

39.0x

44.8x

July 2016

Analog Devices, Inc.

Linear Technology Corporation

24%

27%

15.7x

24.0x

October 2016**

Qualcomm, Inc.

NXP Semiconductors NV

N/A

N/A

13.2x

16.9x

March 2017

Intel Corporation

Mobileye NV

34%

41%

53.5x

61.1x

November 2017

Marvell Technology Group Ltd.

Cavium Inc.

21%

18%

17.4x

24.0x

March 2018

Microchip Technology Inc.

Microsemi Corporation.

17%

27%

14.0x

15.4x

September 2018

Renesas Electronics Corporation

Integrated Device Technology Inc.

29%

36%

21.2x

25.3x

March 2019

NVIDIA Corporation

Mellanox Technologies, Inc.

72%

70%

15.1x

20.1x

June 2019

Infineon Technologies AG

Cypress Semiconductor Corporation

55%

46%

18.8x

22.7x

July 2020

Analog Devices, Inc.

Maxim Integrated Products, Inc.

22%

30%

24.0x

32.3x

September 2020

NVIDIA Corporation

ARM Limited

N/A

N/A

53.2x

N/A

 

*	Multiples calculated excluding share-based compensation for each target company.

**	Transaction was announced but did not close.

While none of the companies that participated in the Selected Transactions-Large Semiconductor Acquisitions is directly comparable to AMD or Xilinx, the companies that participated in the Selected Transactions-Large Semiconductor Acquisitions are companies with operations that, for the purposes of analysis, may be considered similar to certain of AMD’s or Xilinx’s results, market size and product profile.

Premiums

For each of the Selected Transactions-Large Semiconductor Acquisitions, DBO calculated the premium per share paid by the acquiror based on information they obtained from SEC filings, Wall Street research and S&P Capital IQ data by comparing the transaction value per share to the target company’s: (i) closing share price as of one trading day prior to announcement or, where applicable, prior to rumor or leak; and (ii) average closing share price for the 30-trading day period prior to announcement or, where applicable, prior to rumor or leak. The low, 25th percentile, median, mean, 75th percentile and high premiums observed for the Selected Transactions-Large Semiconductor Acquisitions were as follows:

 

		Premiums
		1-Day				30-Day
Low			4	%			18	%
25th Percentile			22	%			27	%
Median			32	%			37	%
Mean			37	%			40	%
75th Percentile			55	%			51	%
High			76	%			70	%

The reasons for and the circumstances surrounding each of the transactions analyzed in the Selected Transactions-Large Semiconductor Acquisitions premium analysis were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Xilinx and the companies included

 

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