Advanced Micro Devices, Inc. (NasdaqGS:AMD) entered into an agreement to acquire Xilinx, Inc. (NasdaqGS:XLNX) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $34.7 billion on October 26, 2020. Under the terms of the deal, each Xilinx common stock will be converted into 1.7234 fully paid and non-assessable shares of common stock of Advanced Micro Devices. Post-closing, current Advanced Micro Devices stockholders will own approximately 74% of the combined company on a fully diluted basis, while Xilinx stockholders will own approximately 26%. Upon completion of the merger, former Xilinx stockholders are expected to own approximately 25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74.1% of the outstanding shares of AMD common stock. The agreement contains reciprocal covenants by Xilinx and Advanced Micro Devices not to solicit or participate in any discussions or negotiations with any person making an inquiry or proposal for an alternative transaction. Upon completion, Xilinx continuing as the surviving corporation and becoming a wholly owned subsidiary of Advanced Micro Devices, Inc. The combined company will be named Advanced Micro Devices, Inc. Xilinx will be required to pay a termination fee equal to $1 billion if the agreement is terminated in certain circumstances, including if the agreement is terminated because Xilinx's Board of Directors has changed its recommendation. Advanced Micro Devices will be required to pay a termination fee to Xilinx equal to $1.5 billion if the agreement is terminated in certain circumstances, including if the agreement is terminated because Advanced Micro Devices' Board of Directors has changed recommendation. Advanced Micro Devices will be required to pay a termination fee equal to $1 billion if the agreement is terminated in certain circumstances related to the failure to obtain required regulatory approvals prior to the outside date. Advanced Micro Devices has agreed to add at least two members of Xilinx's Board of Directors to Advanced Micro Devices's Board of Directors at the closing of the merger. Lisa Su will lead the combined company as Chief Executive Officer and Devinder Kumar as Chief Financial Officer. Xilinx President and Chief Executive Officer, Victor Peng, will join Advanced Micro Devices as President, effective upon closing of the transaction.

The transaction is subject to adoption of the agreement by Xilinx's stockholders, approval of the issuance of shares of common stock in the merger by Advanced Micro Devices' stockholders, Advanced Micro Devices' registration statement on Form S-4 to be filed in connection with the merger having become effective, and the shares of Advanced Micro Devices common stock issuable in the merger having been approved for listing on the Nasdaq; the expiration of any applicable waiting period, and receipt of any required approvals under the antitrust laws of the United States and certain foreign jurisdictions including approvals from the European Commission and the U.K.'s Competition and Markets Authority. and regulatory approvals. The merger also requires a green light from Beijing's State Administration for Market Regulation, or SAMR. The transaction has been approved unanimously by Board of Directors of Xilinx and Advanced Micro Devices. The AMD board of directors unanimously recommends that AMD stockholders vote for the transaction. As on January 11, 2021, the waiting period under the HSR Act expired with respect to the merger. As of March 5, 2021, the registration statement has been declared effective. A special meeting of AMD and Xilinx stockholders to approve the transaction will be held on April 7, 2021. As of April 7, 2021, the shareholders of Xilinx and Advanced Micro Devices approved the transaction. As of May 27, 2021, Federal Trade Commission approved Advanced Micro Devices Inc.'s takeover of Xilinx Inc. As of June 29, 2021, the Competition and Markets Authority has cleared the transaction and is not referring the transaction to a Phase 2 investigation. As of June 30, 2021, the European Commission issued approvals of the merger. As of August 2021, Competition and Consumer Commission of Singapore approved the transaction. On January 10, 2022, in connection with the proposed merger, Advanced Micro Devices refiled its Premerger Notification and Report Form with the Federal Trade Commission and the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The waiting period under the HSR Act, which began upon refiling the Notification, will expire on February 9, 2022. As of January 27, 2022, the transaction received clearance from the National Anti-Monopoly Policy Bureau of the State Administration for Market Regulation of the People's Republic of China. The transaction is expected to close by the end of calendar year 2021. As per the article, transaction is expected to close in first quarter of 2022. The transaction is expected to be immediately accretive to AMD margins, EPS and free cash flow generation and deliver industry-leading growth.

DBO Partners LLC and David Wah of Credit Suisse Securities (USA) LLC acted as fairness opinion provider and financial advisors for Advanced Micro Devices. Tad J. Freese, Jonathan P. Solomon, Brian Paulson, Roderick Branch, James Metz, Tony Klein, Rick Frenkel, Sam Weiner, Nicholas DeNovio, Mandy Reeves, Farrell Malone, Rachel Alpert, Sara Orr, Kyle Jefcoat, Jason Hegt, Matthew Rawlinson, Elizabeth Oh and Haim Zaltzman of Latham & Watkins LLP and Tomas Nilsson of Latham & Watkins LLP acted as legal advisors for Advanced Micro Devices. Kenton J. King, Karen L. Corman, Nathan Giesselman, Ken Kumayama, Sonia K. Nijjar, Maria Raptis, Steven Sunshine, Anne Villanueva and Joseph Yaffe of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor and Morgan Stanley & Co. LLC and BofA Securities acted as financial advisors and fairness opinion provider to Xilinx. Robert Masella and Alan S. Goudiss of Shearman & Sterling LLP acted as legal advisor to Morgan Stanley. Innisfree M&A Inc. acted as information agent and will receive a fee of approximately $0.04 million from Xilinx, Inc. MacKenzie Partners, Inc. acted as information agent and will receive a fee of approximately $0.06 million from Advanced Micro Devices, Inc. Advanced Micro Devices has agreed to pay DBO a fee of approximately $27 million for its services, approximately $24.3 million of which is payable contingent upon the closing of the merger, including a portion of which that may be paid in the form of Advanced Micro Devices common stock. In addition to the fee described above, at AMD's discretion, an additional payment of up to $10 million may be made to DBO at closing. Credit Suisse is entitled to receive a transaction fee of $18 million, approximately $16.2 million of which is payable contingent upon the closing of the merger. In addition to the transaction fee, at AMD's discretion, an additional payment of up to $10 million may be made to Credit Suisse at the closing of the merger. Under the terms of its engagement letter, Xilinx has agreed to pay Morgan Stanley a transaction fee of $70 million, which is contingent upon the closing of the merger, and up to an additional $40 million based on a calculation structure determined by the value of Xilinx's shares in the merger. Xilinx has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee of $20 million, $4 million of which was payable in connection with its opinion and the remainder of which is contingent upon the completion of the merger. Morgan Lewis advised DBO Partners LLC in transaction.