Advanced Micro Devices, Inc. (NYSE:AMD) and ATI
Technologies Inc. (TSX:ATY) (NASDAQ:ATYT) today announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, relating to the proposed acquisition of ATI by
AMD, has expired. In addition, the Commissioner of Competition issued
an advance ruling certificate in connection with the proposed
acquisition under the Canadian Competition Act, and the German Federal
Cartel Office likewise has cleared the transaction. As a result, the
conditions to the acquisition relating to U.S., Canadian and German
antitrust approvals are now satisfied.
The proposed acquisition was announced on July 24, 2006 and
remains subject to the approval of ATI shareholders, court approval of
the plan of arrangement, and certain other regulatory approvals,
including approval by the Minister of Industry under the Investment
Canada Act and prior clearance under competition laws in Taiwan, as
well as other customary closing conditions. The transaction is
expected to be completed during ATI's first quarter of fiscal 2007,
which ends November 30, 2006.
A special meeting of ATI shareholders to approve the transaction
is scheduled to be held on October 13, 2006 in Toronto. A court
hearing to confirm, among other things, the mechanics of the mailing
of the Notice of Special Meeting and Management Information Circular,
and the meeting date, has been scheduled for September 13, 2006.
"We are pleased to pass through the HSR waiting period and receive
clearance from the Canadian Competition Bureau and the German Federal
Cartel Office," said AMD Chairman and CEO Hector Ruiz. "We look
forward to the October 13th ATI shareholder vote and additional
regulatory approvals, and to merging the companies to drive growth,
innovation and choice for our customers, partners and the industry."
"Our integration planning is underway and the more closely we get
to know the team at AMD, the more excited we are about the
opportunities and potential for the combined organization and our
customers once the deal is completed," said David Orton, President and
Chief Executive Officer of 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," "would," "may," "will,"
"expects," "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 to be 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 intends to file a
management information circular with the Canadian securities
regulatory authorities. Investors and security holders are urged to
read the management information circular when it becomes available
because it will contain important information about AMD, ATI and the
transaction. Investors and security holders may obtain the management
information circular free of charge on 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.
(C)2006 Advanced Micro Devices, Inc. and ATI Technologies Inc. All
rights reserved. AMD, the AMD Arrow logo, and combinations thereof,
are trademarks of Advanced Micro Devices, Inc. ATI and ATI product and
product feature names are trademarks and/or registered trademarks of
ATI Technologies Inc.
