Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, on February 14, 2022, Advanced Micro Devices, Inc.
("AMD" or the "Company") completed the previously announced acquisition of
Xilinx, Inc. ("Xilinx") pursuant to the Agreement and Plan of Merger, dated
October 26, 2020 (the "Merger Agreement"), by and among AMD, Thrones Merger Sub,
Inc., a wholly owned subsidiary of AMD ("Merger Sub"), and Xilinx. Under the
Merger Agreement, Merger Sub merged with and into Xilinx (the "Merger"), with
Xilinx surviving such Merger as a wholly owned subsidiary of AMD. The Merger
became effective on February 14, 2022 upon the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware.
This Amendment No. 1 to Current Report on Form 8-K/A ("Amendment No. 1") is
filed to amend the Current Report on Form 8-K filed with the Securities and
Exchange Commission (the "SEC") by AMD on February 14, 2022 (the "Initial
Report") to include the historical financial statements of Xilinx and certain
pro forma financial information required by Item 9.01 (a) and (b) of Form 8-K.
The pro forma financial information included in this Amendment No. 1 has been
presented for informational purposes only. It does not purport to represent the
actual results of operations that AMD and Xilinx would have achieved had the
companies been combined during the periods presented in the pro forma financial
information and is not intended to project the future results of operations that
the combined company may achieve after the consummation of the Merger. Except as
described above, all other information in the Initial Report remains unchanged
and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of Xilinx as of and for the years
ended April 3, 2021 and March 28, 2020, together with the notes related thereto
and the Report of Independent Registered Public Accounting Firm thereon, are
filed as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference
herein.
The unaudited consolidated financial statements of Xilinx as of and for three
and nine months ended January 1, 2022 and January 2, 2021, together with the
notes related thereto, are filed as Exhibit 99.2 to this Amendment No. 1 and
incorporated by reference herein.
(b) Pro Forma Financial Information
The Company's unaudited pro forma condensed combined balance sheet as of
December 25, 2021 and unaudited pro forma condensed combined statement of
operations for the year ended December 25, 2021, together with the notes related
thereto, are filed as Exhibit 99.3 to this Amendment No. 1 and incorporated by
reference herein.
(d) Exhibits
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