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Datum nieuwsfeit: 07-10-2008
AMD en Advanced Technology Investment Company uit Abu Dhabi creëren nieuw, modern productiebedrijf voor halfgeleiders
( BW)(CA-AMD)(AMD) AMD and Advanced Technology Investment Company of
Abu Dhabi to Create New Leading-Edge Semiconductor Manufacturing
Company
Mubadala Increases Investment in Financially-Stronger AMD, Which
is Simultaneously Unlocking the Value of Its Manufacturing Assets
"The Foundry Company" to Build New State-of-the-Art Manufacturing
Facility in Upstate New York, Creating More Than 1,400 Jobs, and to
Expand Existing Manufacturing Facility in Dresden
IBM Welcomes the Foundry Company into the IBM Alliance
Business Editors/High-Tech Writers
NEW YORK--(BUSINESS WIRE)--Oct. 7, 2008--AMD (NYSE:AMD) and the
Advanced Technology Investment Company (ATIC) of Abu Dhabi today
announced the creation of a U.S.-headquartered, leading-edge
semiconductor manufacturing company to address growing demand for
independent, leading-edge foundry production capabilities. The new
global company, to be temporarily called "The Foundry Company", will
serve this need by combining advanced process technology,
industry-leading manufacturing facilities and aggressive plans to
expand its global capacity footprint. At the same time, the Mubadala
Development Company will increase its current investment in AMD to
19.3 percent on a fully diluted basis.
AMD will contribute to The Foundry Company its manufacturing
facilities, including two fabrication facilities in Dresden, Germany,
as well as related assets and intellectual property rights. ATIC will
invest $2.1 billion to purchase its stake in The Foundry Company, of
which it will invest $1.4 billion directly in the new entity and the
remainder will be paid to AMD to purchase additional shares in The
Foundry Company. The Foundry Company will also assume approximately
$1.2 billion of AMD's existing debt. ATIC has committed additional
equity funding to The Foundry Company of a minimum of $3.6 billion and
up to $6.0 billion over the next five years to fund the expansion of
The Foundry Company's chip-making capacity beyond the manufacturing
facilities initially contributed by AMD. These funds will be used by
The Foundry Company to (i) proceed with capacity expansion at its fabs
in Dresden, Germany, including an upgrade of one of its fabs to a
state-of-the-art facility, and (ii) begin construction on a new
state-of-the-art facility in Saratoga County, New York, subject to the
transfer of previously-approved New York State incentives. The New
York facility is expected to create more than 1,400 direct jobs, and,
through its operation, to generate an additional 5,000 jobs in the
region. Once operational, the New York facility will be the only
independently-managed, leading-edge semiconductor manufacturing
foundry in the United States.
Global demand for independent foundry manufacturing is growing
because leading semiconductor companies are exiting manufacturing, as
the cost and complexity increases and capital and research and
development costs have become too high. In addition, the world's
requirements for devices that use more advanced semiconductors
continue to grow, and the IBM technology alliance, to which The
Foundry Company will belong, creates an increasingly larger foundation
for semiconductor innovation.
The Board of Directors of The Foundry Company will be equally
divided between representatives of AMD and ATIC. AMD will own 44.4
percent and ATIC will own 55.6 percent of The Foundry Company's
fully-converted common stock upon its formation.
Doug Grose will relinquish his current role as AMD's senior vice
president of manufacturing operations to become chief executive
officer of The Foundry Company. Hector Ruiz will relinquish his
current role as AMD's executive chairman and chairman of the board to
become chairman of The Foundry Company. To augment its announced
leadership, the new company plans an aggressive recruitment strategy
to round out a world-class semiconductor manufacturing leadership
team.
ATIC is an investment company formed by the government of Abu
Dhabi to invest in advanced technology opportunities that require
patient capital and long-term time horizons to achieve economic
returns while also increasing the economic diversification of Abu
Dhabi. While it enhances its capabilities specific to the transaction,
ATIC will enter into a 12-month agreement with Mubadala to project
manage ATIC's interest in The Foundry Company.
As a result of the transactions, AMD will strengthen its financial
position and focus on the design and development of innovative
computing and graphics solutions. AMD will improve its liquidity
through The Foundry Company's assumption of approximately $1.2 billion
in debt, ATIC's $700 million payment to AMD for ownership interests in
The Foundry Company and Mubadala's $314 million paid to AMD for 58
million newly issued AMD shares and warrants for 30 million additional
shares.
Mubadala, an existing 8.1 percent AMD shareholder, will increase
its stake to 19.3 percent of outstanding AMD shares on a fully diluted
basis. This will be accomplished through the purchase for $314 million
of 58 million newly issued AMD shares and warrants for 30 million
additional shares. Mubadala will also have the right to appoint a
designee to AMD's board of directors.
"Today is a landmark day for AMD, creating a financially stronger
company with a tightened focus," said Dirk Meyer, president and chief
executive officer of AMD. "With The Foundry Company, AMD has developed
an innovative way to focus our efforts on design while maintaining
access to the leading-edge manufacturing technologies that our
business needs without the required capital-intensive investments of
semiconductor manufacturing. I particularly want to congratulate our
Chairman Hector Ruiz, whose vision and leadership of our Asset Smart
strategy is fulfilled today."
"We are as enthusiastic about AMD's potential today as we were
when we made our initial investment last year," said Khaldoon Al
Mubarak, chief executive officer and managing director of Mubadala.
"This increased investment is a strong vote of confidence in AMD's
Asset Smart business strategy, evolved leadership team, and
best-in-class technology."
"ATIC and AMD are the ideal partners with which to create The
Foundry Company," said Hector Ruiz, chairman of AMD's board of
directors, who will become chairman of The Foundry Company. "Working
together allows us to combine ATIC's long-term vision and patient
capital with our manufacturing leadership, innovation and
highly-skilled workforce. Moreover, The Foundry Company's presence in
Upstate New York alongside IBM and other research leaders will cement
the region's position as one of the world's premier centers of
nanotechnology development."
ATIC Chairman Waleed Al Mokarrab said, "More than a year in the
making, today's announcement significantly reshapes the global
semiconductor industry - it is an investment where all parties see
significant opportunity. Independent and well-capitalized, The Foundry
Company begins day one with an established leading-edge customer, an
advanced technology roadmap, an R&D partnership with IBM, and a clear
plan to scale capacity, providing it the foundation to become a clear
leader in global semiconductor manufacturing."
"The creation of The Foundry Company represents a critical
milestone in the evolution of the semiconductor industry," said Doug
Grose, who will be the CEO of The Foundry Company. "Companies are
eager for choice in the supply of leading-edge manufacturing capacity,
and our new venture is answering that call. By combining operational
excellence, leading-edge technology developed in collaboration with
IBM, and an aggressive capacity roadmap, The Foundry Company aspires
to drive the next round of innovation in this industry."
The Foundry Company will join the IBM joint development alliance
for both silicon-on-insulator (SOI) and bulk silicon through the 22nm
generation. The alliance consists of a group of leading semiconductor
companies collaborating on next generation silicon technologies.
"We welcome The Foundry Company into the IBM alliance and are
pleased to see the company investing in New York," said Dr. John E.
Kelly III, senior vice president and director of Research at IBM. "The
Foundry Company's membership in the alliance brings new intellectual
capital to our collaborative effort and continues to build on the
momentum and leadership that the alliance has established in
semiconductor technologies."
Upon closing of the transaction, The Foundry Company will commence
operations with approximately 3,000 employees who will transition into
the new company from AMD facilities in Silicon Valley, New York,
Dresden, and Austin. The new company's principal headquarters will be
in Silicon Valley and its research and development and manufacturing
leadership teams and ecosystems will be based in New York, Dresden,
and Austin. After the upgrade and expansion in Dresden and the
build-out of the New York facility, The Foundry Company envisions
expanding its global manufacturing footprint over time, if
commercially justified, to also include new fabrication facilities in
Abu Dhabi.
The transaction is expected to close at the beginning of 2009
following satisfaction of conditions such as approvals from
regulators, transfer of previously-confirmed New York incentives to
The Foundry Company, and the approval of AMD stockholders for the
issuance of common stock and warrants to Mubadala. Prior to closing,
AMD, ATIC and Mubadala will file a joint voluntary notice of the
transaction for review by the Committee on Foreign Investment in the
United States (CFIUS), a government inter-agency committee chaired by
the Secretary of the Treasury.
Upon closing, The Foundry Company will:
-- Have a total enterprise value of $5.0 billion, consisting of
AMD's contribution of manufacturing assets and intellectual
property (including its fabrication facilities in Dresden),
intellectual capital and employees valued together at $2.4
billion; ATIC's contribution of $1.4 billion in new capital;
and $1.2 billion of debt assumed by The Foundry Company from
AMD;
-- Be consolidated with AMD for purposes of financial reporting;
-- Have a board of directors whose membership is equally divided
between representatives of AMD and ATIC;
-- Have only AMD and ATIC as stockholders, each of which at the
closing will have equal voting rights;
-- Be owned 44.4 percent by AMD and 55.6 percent by ATIC on a
fully converted to common basis. ATIC's economic ownership
will increase over time based on the differences in securities
held by AMD and ATIC, and depending on whether AMD elects to
invest proportionately with ATIC in future capital infusions
to support The Foundry Company's growth;
-- Have its principal headquarters in Silicon Valley, and its
research and development and manufacturing leadership teams
and ecosystems in New York, Dresden, and Austin;
-- Have an exclusive supply agreement with limited exceptions to
manufacture AMD processors and to manufacture, where
competitive, certain percentages of other AMD semiconductor
products;
-- Begin construction of the Fab 4X manufacturing facility in New
York in the middle of 2009, directly employing more than 1,400
workers in Upstate New York when the facility is in full
operation;
-- Expect to increase capacity through completing the 300mm
conversion of a second state-of-the-art facility in Dresden in
2009;
-- Join the IBM technology development alliance for both SOI and
bulk silicon technology, greatly expanding the addressable
market of The Foundry Company;
-- After the upgrade and expansion in Dresden and the build-out
of the New York facility, The Foundry Company envisions
expanding its global manufacturing footprint over time, if
commercially justified, to also include new fabrication
facilities in Abu Dhabi; and
-- Announce its permanent corporate name and identity.
Upon closing, AMD will:
-- Have equal voting rights with ATIC in The Foundry Company;
-- Own 44.4 percent of The Foundry Company on a fully converted
to common basis;
-- Improve its liquidity through The Foundry Company's assumption
of approximately $1.2 billion of AMD's debt, ATIC's $700
million payment to AMD for ownership interests in The Foundry
Company and Mubadala's purchase for $314 million of 58 million
newly issued AMD shares and warrants for 30 million additional
shares;
-- Tightly focus on the design and development of the next
generation of innovation based on the fusion of computing and
graphics processing;
-- Elect a Mubadala designee as a member of its board of
directors;
-- Excluding its consolidation of The Foundry Company for
financial reporting purposes, improve its net cash position by
$2.1 billion, through The Foundry Company's assumption of
approximately $1.1 billion in debt (net of approximately $100
million cash transferred by AMD to The Foundry Company) and
cash payments from ATIC and Mubadala aggregating $1.0 billion;
-- Have the option, but not any requirement, to provide
additional capital funding to The Foundry Company in response
to future capital calls; and
-- Have an exclusive supply agreement with The Foundry Company,
with limited exceptions, to manufacture AMD processors and to
manufacture, where competitive, certain percentages of other
AMD semiconductor products.
Upon closing, ATIC will:
-- Have equal voting rights with AMD in The Foundry Company;
-- Own 55.6 percent of The Foundry Company on a fully converted
to common basis;
-- Invest an initial $2.1 billion, of which $1.4 billion will be
invested directly in the new company and $700 million will be
paid directly to AMD;
-- Commit a minimum of $3.6 billion and up to $6.0 billion in
additional funds over the next five years for the upgrade and
expansion of fabrication facilities in Dresden and
construction of a new facility in Upstate New York.
Upon closing, Mubadala will:
-- Purchase for an aggregate of $314 million 58 million newly
issued AMD shares and warrants for 30 million additional
shares, giving it a total stake in AMD of 19.3 percent on a
fully diluted basis; and
-- Have a right to designate a representative for election as a
member of the board of directors of AMD.
For more information on the announcement, visit
www.amd.com/NewGlobalFoundry
-0-
*T
Editors' Notes
--------------------------------------------------------------------
Media and Analyst Call:
A media and analyst call will be held at 8 a.m. EDT on Oct. 7, 2008.
The call may be accessed by:
Toll Free dial-in: (866) 206-6509
Toll dial-in: (703) 639-1108
Conference ID: 1291724
Replay:
Toll free: (888) 266-2081;
Toll: (703) 925-2533;
Conference ID: 1291724
Webcast link:
http://phx.corporate-ir.net/playerlink.zhtml?c=74093&s=wm&e=1989440
*T
About AMD
Advanced Micro Devices (NYSE:AMD) is an innovative technology
company dedicated to collaborating with customers and partners to
ignite the next generation of computing and graphics solutions at
work, home and play. For more information, visit http://www.amd.com.
About ATIC
The Advanced Technology Investment Company (ATIC) was created in
2008. A technology investment company wholly owned by the Government
of Abu Dhabi, ATIC is focused on making significant investments in the
advanced technology sector, both locally and internationally. Its
mandate is to generate returns that deliver long-term benefits to the
Emirate of Abu Dhabi.
ATIC seeks to leverage the unique advantages it enjoys as an
investor from the Emirate of Abu Dhabi to identify and realize
long-term investment opportunities in the highly competitive and
capital-intensive advanced technology sector. These advantages include
significant and reliable capital, a patient investment philosophy, and
a subsequently long-term investment horizon.
For more information about ATIC visit www.advancedtechnologyic.com
About "The Foundry Company"
The Foundry Company will be a U.S.-headquartered, leading-edge
semiconductor manufacturing company created to address growing demand
for independent, leading-edge foundry production capabilities. The
Foundry Company will serve this need by combining advanced process
technology, industry-leading manufacturing facilities and aggressive
plans to scale capacity. The cornerstone of production for the Foundry
Company will be industry-leading manufacturing facilities in Dresden,
Germany with future plans to expand that campus as well as build a
state-of-the art facility in Saratoga County, New York. Upon closing,
The Foundry Company will have its principal headquarters in Silicon
Valley; and its research and development and manufacturing leadership
teams and ecosystems in New York, Dresden, and Austin.
For more information on The Foundry Company, visit
www.newglobalfoundry.com
About Mubadala Development Company
Mubadala Development Company (Mubadala) is a Public Joint Stock
Company headquartered in Abu Dhabi, capital of the United Arab
Emirates. Its focus is on developing and managing an extensive and
economically diverse portfolio of commercial initiatives. It does this
either independently or in partnership with leading international
organizations. Mubadala's commercial strategy is fundamentally built
on long-term capital-intensive investments that deliver strong
financial returns.
The company manages a multi-billion dollar portfolio of local,
regional, and international investments, projects and initiatives.
Through its investment and development projects, Mubadala is both a
catalyst for, and a reflection of, the drive for economic
diversification of the Emirate of Abu Dhabi. Its impact is evident
domestically and internationally in sectors such as energy, aerospace,
real estate, healthcare, technology, infrastructure, and services.
Mubadala's sole shareholder is the Government of the Emirate of
Abu Dhabi. For more information about Mubadala, its partnerships and
activities please visit www.mubadala.ae.
Forward-Looking Statement
This document contains forward-looking statements, which are made
pursuant to the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on risks and uncertainties that could cause actual results to
differ materially from expectations. These forward-looking statements
should not be relied upon as predictions of future events as we cannot
assure you that the events or circumstances reflected in these
statements will be achieved or will occur. You can identify
forward-looking statements by the use of forward-looking terminology
including "believes," "expects," "may," "will," "should," "seeks,"
"intends," "plans," "pro forma," "estimates," or "anticipates" or the
negative of these words and phrases or other variations of these words
and phrases or comparable terminology. These forward-looking
statements relate to, among other things, our asset smart strategy,
the impact and effects of our The Foundry Company joint venture,
future demand for our products, capital expenditures, potential
benefits of our The Foundry Company joint venture and the timing of
our The Foundry Company joint venture. The material factors that could
cause actual results to differ materially from current expectations
include, without limitation, the following: that Intel Corporation's
pricing, marketing and rebating programs, product bundling, standard
setting, new product introductions or other activities targeting the
company's business may negatively impact sales plans; any inability to
realize all of the anticipated benefits of our proposed The Foundry
Company joint venture because, among other things, the revenues, cost
savings, improved cash flow, growth prospects and any other benefits
expected from the transaction may not be fully realized or may take
longer to realize than expected; that The Foundry Company joint
venture does not close; a downturn in the semiconductor industry;
unexpected variations in market growth and demand for our products and
technologies in light of the product mix that we may have available at
any particular time or even a decline in demand; our cost reduction
efforts are not effective; any inability to improve the efficiency of
our supply chain; any inability to transition to advanced
manufacturing process technologies in a timely and effective way,
consistent with planned capital expenditures; any inability to
develop, launch and ramp new products and technologies in the volumes
and mix required by the market at mature yields and on a timely basis;
any inability to obtain sufficient manufacturing capacity or
components to meet demand for our products or the under-utilization of
The Foundry Company's manufacturing facilities; the effect of
political or economic instability internationally on our sales or
production; or that The Foundry Company is less successful than
anticipated. We urge investors to review in detail the risks and
uncertainties in our Securities and Exchange Commission filings,
including but not limited to the Quarterly Report on Form 10-Q for the
quarter ended June 28, 2008.
Additional Information and Where You Can Find It
AMD will file a proxy statement pursuant to which AMD's board of
directors will solicit proxies in connection with seeking AMD
stockholder approval of the issuance of AMD shares and warrants
pursuant to the Master Transaction Agreement with the Securities and
Exchange Commission (the "SEC"). Investors and security holders are
urged to read the proxy statement when it becomes available and other
relevant documents filed with the SEC because they will contain
important information. Security holders may obtain a free copy of the
proxy statement, after it is filed by AMD with the SEC in the coming
weeks, and other documents filed by AMD with the SEC at the SEC's web
site at http://www.sec.gov. The proxy statement and other documents
may also be obtained for free by contacting AMD Investor Relations at
investor.relations@amd.com or by telephone: (408) 749 4000.
AMD and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from AMD's stockholders
with respect to issuance of AMD shares and warrants pursuant to the
Master Transaction Agreement. Information regarding such executive
officers and directors is included in AMD's Proxy Statement for its
2008 Annual Meeting of Stockholders filed with the SEC on March 14,
2008, which is available free of charge at the SEC's web site at
http://www.sec.gov and from AMD Investor Relations which can be
contacted at investor.relations@amd.com or by telephone: (408) 749
4000. Certain executive officers and directors of AMD have interests
in the transaction that may differ from the interests of AMD
stockholders generally. These interests will be described in the proxy
statement when it is filed by AMD with the SEC in the coming weeks.
--30--
CONTACT: AMD
Drew Prairie, 512-602-4425 (PR)
Drew.Prairie@amd.com
or
Ruth Cotter, 408-749-3887 (IR)
Ruth.Cotter@amd.com
or
"The Foundry Company"
Jon Carvill, 512-284-1752 (PR)
Jon.Carvill@amd.com
or
Mubadala
U.S.:
Richard Mintz, 202-295-8772
rmintz@mubadala.ae
or
Abu Dhabi:
Kate Triggs, +971 50 6853 101
ktriggs@mubadala.ae
or
ATIC
U.S.:
Amanda Orr, 202-295-8786
amanda.orr@harbourgrp.com
or
Abu Dhabi:
Daniel Slack-Smith, +971 50 812 5234
info@advancedtechnologyic.com
Disclaimer: Deze bekendmaking is officieel geldend in de originele
brontaal. Vertalingen zijn slechts als leeshulp bedoeld en moeten
worden vergeleken met de tekst in de brontaal welke als enige,
juridische geldigheid beoogt.