Advanced Micro Devices on Wednesday announced that its stockholders approved a proposal to issue common stock and warrants to an affiliate of Mubadala Development Company, paving the way for AMD and the Advanced Technology Investment Company of Abu Dhabi to create contract semiconductor maker currently known as the Foundry Company (TFC).

More than 94% of AMD stockholders (among 50.26% of shares that voted) approved a proposal to issue 58 million shares of the company's common stock and warrants to purchase 35 million shares of its common stock and 35 million shares of the company's common stock upon exercise of those warrants to an affiliate of the Mubadala Development Company PJSC, on the terms described in the proxy statement related to the special meeting of stockholders that was held today in Austin, Texas. This effectively means that AMD’s manufacturing operations will be spun off into TFC.

With the stockholder approval received today, all closing conditions for the creation of TFC manufacturing joint venture have been met, and the transaction is expected to close by March 2, 2009.

AMD will own approximately 34.2% and ATIC will own approximately 65.8% of TFC’s fully-converted common stock. Still, AMD and ATIC will each have equal voting rights at the close of the transaction.

The Foundry Company will commence operations with approximately 3000 employees who will transition into the new company from AMD facilities in Silicon Valley, New York, Dresden, and Austin. The new company’s principal headquarters will be in Silicon Valley and its research and development and manufacturing teams and ecosystems will be based in New York, Dresden, and Austin. After the upgrade and expansion in Dresden and the build-out of the New York facility, The Foundry Company envisions expanding its global manufacturing footprint over time, if commercially justified, to also include new fabrication facilities in Abu Dhabi.

Tags: AMD, TFC, Semiconductor, Asset smart