Advanced Micro Devices, Inc. (NYSE: AMD) and ATI Technologies Inc.
(TSX: ATY)(NASDAQ: ATYT) today announced that the proposed acquisition
of ATI by AMD has been approved by the Minister of Industry under the
Investment Canada Act, satisfying one of the conditions to the closing
of the acquisition.
"We are confident that our plans for the combination of AMD and
ATI will deliver world-class customer-centric solutions and will
benefit Canada and its future role in the technology industry," said
AMD Chairman and CEO Hector Ruiz. "We look forward to the successful
completion of the transaction that will generate new opportunities for
both companies, the employees and the communities in which we
operate."
The proposed acquisition, announced on July 24, 2006, still
remains subject to the approval of ATI shareholders, court approval of
the plan of arrangement and other customary closing conditions.
Subject to satisfaction or waiver of these conditions, the transaction
is expected to be completed during the week of October 23.
Demonstrating that the transaction will be a net benefit to
Canada, AMD made several commitments to the Minister of Industry with
respect to its Canadian operations, including:
-- Plans to expand research and development in Canada by
committing to increase the number of employees in the R&D
sector in Canada, increase total expenditures on research and
development in Canada when compared to
-- ATI's expenditures in this area in the prior years, and
increase the number of student co-op positions that will be
available to Canadian students at its operations in Canada;
-- Nominating a Canadian for election to AMD's board of directors
over the next five years, highlighting the importance that
Canada will play in the ongoing operations of the combined
AMD-ATI entity; and
-- Plans for a global mandate for the current ATI consumer
business unit, which will continue to be based in Markham,
Canada. The current head of this unit, a Canadian citizen, is
expected to continue in this leadership role.
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:
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.
