Item 8.01 Other Events
On January 27, 2022, Xilinx, Inc. ("Xilinx") and Advanced Micro Devices, Inc.
("AMD") received clearance from the National Anti-Monopoly Policy Bureau of the
State Administration for Market Regulation of the People's Republic of China
with respect to the merger (the "Merger") of Thrones Merger Sub, Inc., a wholly
owned subsidiary of AMD ("Merger Sub"), 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.
On January 10, 2022, in connection with the proposed Merger, Xilinx refiled its
Premerger Notification and Report Form (the "Notification") with the Federal
Trade Commission (the "FTC") and the Department of Justice (the "DOJ") under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). The Notification was made prior to the one-year expiration of the
previous HSR Act notification. The waiting period under the HSR Act, which began
upon refiling the Notification, will expire at 11:59 pm, Eastern Time, on
February 9, 2022, unless Xilinx and AMD receive early termination or Xilinx or
AMD receives a request for additional information that would extend the waiting
period.
Xilinx and AMD currently anticipate that the closing of the Merger will occur in
the first quarter of 2022, subject to the expiration of the waiting period under
the HSR Act and 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.
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 obtaining
regulatory approvals, 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.
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