AMD Delays Shareholder Meeting on Establishment of the Foundry Company

AMD to Delay Final Fabs Spin Off Vote After Giving Investors Too Short Time to Make Choice

by Anton Shilov
02/10/2009 | 01:47 PM

Advanced Micro Devices on Tuesday said that it failed to get enough shareholders at its special meeting in order to vote for the creation of The Foundry Company (TFC) and spin off manufacturing capacities for the company. The company will now delay the vote by more than a week to get a quorum.


The meeting is being adjourned to provide AMD with additional time to solicit proxies from its stockholders to establish the requisite quorum for the conduct of business at the special meeting of stockholders. A majority of AMD’s shares that were outstanding at the close of business on January 15, 2009 need to be present at the meeting, either in person or by proxy, to establish a quorum. As of February 10, approximately 42% of those shares have been voted, with approximately 97% of votes cast in favor of issuing the additional shares and warrants.

The delay does not necessarily mean that stockholders do not want to spin off manufacturing operations, according to AMD. The chipmaker claims that it provided too short time for everyone to vote in a bid to close the deal as fast as possible.

“In essence, we pursued too aggressive a timeline for the vote. All parties remain fully committed to closing the transaction and, pending the stockholder vote, expect to close the transaction in the next few weeks,” AMD’s spokesman Michael Silverman is reported to have said.

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.