AMD'S Proposed Acquisition of ATI Receives Merger Control Clearance in Taiwan
02 Oktober 2006 - 2:30PM
Business Wire
Advanced Micro Devices, Inc. (NYSE: AMD) and ATI Technologies Inc.
(TSX: ATY) (NASDAQ: ATYT) today announced that the Fair Trade
Commission of Taiwan has cleared the proposed acquisition of ATI by
AMD. The proposed acquisition, announced on July 24, 2006, still
remains subject to the approval of ATI shareholders, court approval
of the plan of arrangement, approval by the Minister of Industry
under the Investment Canada Act and other customary closing
conditions. Subject to satisfaction or waiver of these conditions,
the transaction is expected to be completed prior to the end of
October 2006. AMD and ATI also disclosed that they have agreed to a
technical amendment to the Plan of Arrangement that clarifies that
the �Parent Closing Stock Price� is the volume weighted average
trading price, rounded to the nearest cent, of AMD�s Common Stock
for the 10 trading days immediately prior to (but excluding) the
effective date (as defined in the plan of arrangement). The timing
of the period begins at 9:30 a.m. EDT on the first day through 4:30
p.m. EDT on the last day of the 10 trading-day period. This volume
weighted average trading price will be determined using the
�Bloomberg VWAP� on the Volume-Weighted Average Quote Recap page of
Bloomberg or, if the Bloomberg VWAP is not available, using another
reputable source as decided by AMD and ATI. About AMD Advanced
Micro Devices (NYSE: AMD) is a leading global provider of
innovative microprocessor solutions for computing, communications
and consumer electronics markets. Founded in 1969, AMD is dedicated
to delivering superior computing solutions based on customer needs
that empower users worldwide. For more information visit
www.amd.com. About ATI ATI Technologies Inc. is a world leader in
the design and manufacture of innovative 3D graphics, PC platform
technologies and digital media silicon solutions. An industry
pioneer since 1985, ATI is the world�s foremost graphics processor
unit (GPU) provider and is dedicated to deliver leading-edge
performance solutions for the full range of PC and Mac desktop and
notebook platforms, workstation, set-top and digital television,
game console and handheld device markets. With fiscal 2005 revenues
of US $2.2 billion, ATI has approximately 4,000 employees in the
Americas, Europe and Asia. ATI common shares trade on NASDAQ (ATYT)
and the Toronto Stock Exchange (ATY). Safe Harbor Statement This
release contains forward-looking statements, which are made
pursuant to the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are commonly identified by words such as �proposed,�
�may,� �expected,� and other terms with similar meaning.
Forward-looking statements are based on current beliefs,
assumptions and expectations and speak only as of the date of this
release and involve risks and uncertainties that could cause actual
results of AMD, ATI or the combined company to differ materially
from current expectations. The material factors and assumptions
that could cause actual results to differ materially from current
expectations include, without limitation, the following: delays in
obtaining regulatory approvals; failure to obtain approval of ATI
shareholders or the court of the Plan of Arrangement; actions that
may be taken by the competitors, customers and suppliers of AMD or
ATI that may cause the transaction to be delayed or not completed;
revenue, cost savings, growth prospects and any or other synergies
expected from the proposed transaction may not be fully realized or
may take longer to realize than expected; the transaction may not
be accretive as expected; AMD or the combined company may not
achieve any year-end or longer-term targeted gross margins,
research and development expenses, selling, general or
administrative expenses, operating margins, capital structure or
debt-to-capitalization ratio; AMD or the combined company may
require additional capital and may not be able to raise sufficient
capital, on favorable terms or at all; delays associated with
integrating the companies, including employees and operations,
after the transaction is completed; the possible impairment of
goodwill and other long-lived assets resulting from the transaction
and the resulting impact on the combined company�s assets and
earnings; unexpected variations in market growth and demand for the
combined company�s products and technologies; rapid and frequent
technology changes in the computing and consumer electronics
segments; potential constraints on the ability to develop, launch
and ramp new products on a timely basis; research and development
costs associated with the development of new products and other
factors that may affect future results of the combined company
described in the section entitled �Risk Factors� in the management
information circular that was mailed to ATI�s shareholders and in
AMD and ATI�s filings with the U.S. Securities and Exchange
Commission (�SEC�) that are available on the SEC�s web site located
at http://www.sec.gov, including the section entitled �Risk
Factors� in AMD� s Form 10-Q for the fiscal quarter ended July 2,
2006 and the section entitled �Risks and Uncertainties� in Exhibit
1 to ATI�s Form 40-F for the fiscal year ended August 31, 2005.
Please see Item 3.12 �Narrative Description of the Business � Risks
and Uncertainties� in ATI�s 2005 Annual Information Form and the
Risks and Uncertainties section of ATI�s annual MD&A on page 30
of ATI�s 2005 Annual report filed on the SEDAR website maintained
by the Canadian Securities Administrators at http://www.sedar.com.
Readers are strongly urged to read the full cautionary statements
contained in those materials. We assume no obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or any other reason. Additional
Information In connection with the proposed transaction, ATI has
filed a management information circular with the Canadian
securities regulatory authorities. Investors and security holders
are urged to read the management information circular because it
contains important information about AMD, ATI and the transaction.
Investors and security holders may obtain the management
information circular free of charge on the SEDAR website maintained
by the Canadian Securities Administrators at http://www.sedar.com
as well as on the SEC�s website located at http://www.sec.gov.
Investors and security holders may obtain any documents relating to
the transaction filed by AMD with the SEC free of charge at the
SEC�s website located at http://www.sec.gov and filed by ATI on
SEDAR at http://www.sedar.com. Advanced Micro Devices, Inc. (NYSE:
AMD) and ATI Technologies Inc. (TSX: ATY) (NASDAQ: ATYT) today
announced that the Fair Trade Commission of Taiwan has cleared the
proposed acquisition of ATI by AMD. The proposed acquisition,
announced on July 24, 2006, still remains subject to the approval
of ATI shareholders, court approval of the plan of arrangement,
approval by the Minister of Industry under the Investment Canada
Act and other customary closing conditions. Subject to satisfaction
or waiver of these conditions, the transaction is expected to be
completed prior to the end of October 2006. AMD and ATI also
disclosed that they have agreed to a technical amendment to the
Plan of Arrangement that clarifies that the "Parent Closing Stock
Price" is the volume weighted average trading price, rounded to the
nearest cent, of AMD's Common Stock for the 10 trading days
immediately prior to (but excluding) the effective date (as defined
in the plan of arrangement). The timing of the period begins at
9:30 a.m. EDT on the first day through 4:30 p.m. EDT on the last
day of the 10 trading-day period. This volume weighted average
trading price will be determined using the "Bloomberg VWAP" on the
Volume-Weighted Average Quote Recap page of Bloomberg or, if the
Bloomberg VWAP is not available, using another reputable source as
decided by AMD and ATI. About AMD Advanced Micro Devices (NYSE:
AMD) is a leading global provider of innovative microprocessor
solutions for computing, communications and consumer electronics
markets. Founded in 1969, AMD is dedicated to delivering superior
computing solutions based on customer needs that empower users
worldwide. For more information visit www.amd.com. About ATI ATI
Technologies Inc. is a world leader in the design and manufacture
of innovative 3D graphics, PC platform technologies and digital
media silicon solutions. An industry pioneer since 1985, ATI is the
world's foremost graphics processor unit (GPU) provider and is
dedicated to deliver leading-edge performance solutions for the
full range of PC and Mac desktop and notebook platforms,
workstation, set-top and digital television, game console and
handheld device markets. With fiscal 2005 revenues of US $2.2
billion, ATI has approximately 4,000 employees in the Americas,
Europe and Asia. ATI common shares trade on NASDAQ (ATYT) and the
Toronto Stock Exchange (ATY). Safe Harbor Statement This release
contains forward-looking statements, which are made pursuant to the
safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements are commonly
identified by words such as "proposed," "may," "expected," and
other terms with similar meaning. Forward-looking statements are
based on current beliefs, assumptions and expectations and speak
only as of the date of this release and involve risks and
uncertainties that could cause actual results of AMD, ATI or the
combined company to differ materially from current expectations.
The material factors and assumptions that could cause actual
results to differ materially from current expectations include,
without limitation, the following: delays in obtaining regulatory
approvals; failure to obtain approval of ATI shareholders or the
court of the Plan of Arrangement; actions that may be taken by the
competitors, customers and suppliers of AMD or ATI that may cause
the transaction to be delayed or not completed; revenue, cost
savings, growth prospects and any or other synergies expected from
the proposed transaction may not be fully realized or may take
longer to realize than expected; the transaction may not be
accretive as expected; AMD or the combined company may not achieve
any year-end or longer-term targeted gross margins, research and
development expenses, selling, general or administrative expenses,
operating margins, capital structure or debt-to-capitalization
ratio; AMD or the combined company may require additional capital
and may not be able to raise sufficient capital, on favorable terms
or at all; delays associated with integrating the companies,
including employees and operations, after the transaction is
completed; the possible impairment of goodwill and other long-lived
assets resulting from the transaction and the resulting impact on
the combined company's assets and earnings; unexpected variations
in market growth and demand for the combined company's products and
technologies; rapid and frequent technology changes in the
computing and consumer electronics segments; potential constraints
on the ability to develop, launch and ramp new products on a timely
basis; research and development costs associated with the
development of new products and other factors that may affect
future results of the combined company described in the section
entitled "Risk Factors" in the management information circular that
was mailed to ATI's shareholders and in AMD and ATI's filings with
the U.S. Securities and Exchange Commission ("SEC") that are
available on the SEC's web site located at http://www.sec.gov,
including the section entitled "Risk Factors" in AMD' s Form 10-Q
for the fiscal quarter ended July 2, 2006 and the section entitled
"Risks and Uncertainties" in Exhibit 1 to ATI's Form 40-F for the
fiscal year ended August 31, 2005. Please see Item 3.12 "Narrative
Description of the Business - Risks and Uncertainties" in ATI's
2005 Annual Information Form and the Risks and Uncertainties
section of ATI's annual MD&A on page 30 of ATI's 2005 Annual
report filed on the SEDAR website maintained by the Canadian
Securities Administrators at http://www.sedar.com. Readers are
strongly urged to read the full cautionary statements contained in
those materials. We assume no obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or any other reason. Additional Information In
connection with the proposed transaction, ATI has filed a
management information circular with the Canadian securities
regulatory authorities. Investors and security holders are urged to
read the management information circular because it contains
important information about AMD, ATI and the transaction. Investors
and security holders may obtain the management information circular
free of charge on the SEDAR website maintained by the Canadian
Securities Administrators at http://www.sedar.com as well as on the
SEC's website located at http://www.sec.gov. Investors and security
holders may obtain any documents relating to the transaction filed
by AMD with the SEC free of charge at the SEC's website located at
http://www.sec.gov and filed by ATI on SEDAR at
http://www.sedar.com.
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