Item 8.01 Other Events
On January 10, 2022, Xilinx, Inc. ("Xilinx") refiled its Premerger Notification
and Report Form (the "Notification") with the Federal Trade Commission (the
"FTC") and the Department of Justice under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act") with respect to the merger
(the "Merger") of Thrones Merger Sub, Inc. ("Merger Sub"), a wholly owned
subsidiary of Advanced Micro Devices, Inc. ("AMD"), with and into Xilinx, with
Xilinx surviving the Merger as a wholly owned subsidiary of AMD, pursuant to,
and subject to the terms and conditions set forth in, that certain Agreement and
Plan of Merger (the "Merger Agreement"), dated as of October 26, 2020, by and
among AMD, Merger Sub and Xilinx. The Notification was made prior to the
one-year expiration of a previous HSR Act notification.
On February 9, 2022, the applicable waiting period under the HSR Act expired at
11:59 p.m. Eastern Time with respect to the Merger.
AMD and Xilinx have now received all regulatory approvals required to consummate
the Merger. AMD and Xilinx currently anticipate that the closing of the Merger
will occur on or about February 14, 2022, subject to the satisfaction (or, to
the extent permitted by applicable law, waiver) of the conditions set forth in
the Merger Agreement that by their nature are to be satisfied at the closing of
the Merger.
A copy of the press release relating to the above issued by AMD and Xilinx on
February 10, 2022 is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Cautionary Note Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are based on Xilinx's current
expectations, estimates and projections about the expected date of closing of
the proposed transaction and the potential benefits thereof, its business and
industry, management's beliefs and certain assumptions made by Xilinx and AMD,
all of which are subject to change. In this context, forward-looking statements
often address expected future business and financial performance and financial
condition, and often contain words such as "expect," "anticipate," "intend,"
"plan," "believe," "could," "seek," "see," "will," "may," "would," "might,"
"potentially," "estimate," "continue," "expect," "target," similar expressions
or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by
their nature address matters that involve risks and uncertainties, many of which
are beyond our control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and the
anticipated benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to make or take
any filing or other action required to consummate the transaction on a timely
matter or at all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly,
there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should
not place undue reliance on any such statements and caution must be exercised in
relying on forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: (i) the completion of the
proposed transaction on anticipated terms and timing, including anticipated tax
treatment, unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management strategies for the
management, expansion and growth of Xilinx's and AMD's businesses and other
conditions to the completion of the transaction; (ii) failure to realize the
anticipated benefits of the proposed transaction, including as a result of delay
in completing the transaction or integrating the businesses of Xilinx and AMD;
(iii) the impact of the COVID-19 pandemic on Xilinx's business and general
economic conditions; (iv) Xilinx's ability to implement its business strategy;
(v) pricing trends, including Xilinx's and AMD's ability to achieve economies of
scale; (vi) potential litigation relating to the proposed transaction that could
be instituted against Xilinx, AMD or their respective directors; (vii) the risk
that disruptions from the proposed transaction will harm Xilinx's or AMD's
business, including current plans and operations; (viii) the ability of Xilinx
or AMD to retain and hire key personnel; (ix) potential adverse reactions or
changes to business relationships resulting from the announcement or completion
of the proposed transaction; (x) uncertainty as to the long-term value of AMD
common stock; (xi) legislative, regulatory and economic developments affecting
Xilinx's and AMD's businesses; (xii) general economic and market developments
and conditions; (xiii) the evolving legal, regulatory and tax regimes under
which Xilinx and AMD operate; (xiv) potential business uncertainty, including
changes to existing business relationships, during the pendency of the merger
that could affect Xilinx's and/or AMD's financial performance; (xv) restrictions
during the pendency of the proposed transaction that may impact Xilinx's or
AMD's ability to pursue certain business opportunities or strategic
transactions; (xvi) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Xilinx's and AMD's response to any of the aforementioned
factors; (xvii) geopolitical conditions, including trade and national security
policies and export controls and executive orders relating thereto; and (xviii)
Xilinx's ability to provide a safe working environment for members during the
COVID-19 pandemic. These risks, as well as other risks associated with the
proposed transaction, are more fully discussed in Xilinx's Annual Report on Form
10-K for the fiscal year ended April 3, 2021 and subsequent Quarterly Reports on
Form 10-Q filed with the U.S. Securities and Exchange Commission. While the list
of factors presented here is considered representative, no such list should be
considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization
of forward-looking statements. Consequences of material differences in results
as compared with those anticipated in the forward-looking statements could
include, among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks, any of which
could have a material adverse effect on Xilinx's or AMD's consolidated financial
condition, results of operations, or liquidity. Neither Xilinx nor AMD assumes
any obligation to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise required by
securities and other applicable laws.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Joint Press Release, dated February 10, 2022
104 Cover Page Interactive Data File (the Cover Page XBRL tags are embedded
within the Inline XBRL document)
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