2008-10-07
AMD品牌、 製造即將分家
放棄晶圓廠 變身Fabless IC公司
文: John Lam / 新聞中心

AMD 品牌、制造即將分家,宣佈與 ATIC (Advanced Technology Intevestment Company of Abu Dhabi) 合組新半導體制造公司,暫名「 The Foundry Company 」。此外, Mubadala 將增加對 AMD 的投資,將有助 AMD 強化財務穩健性,解決 AMD 現金流不足的窘境。

 

據了解, ATIC 是阿拉伯聯合大公國政府直接投資公司,目標是投資高科技上產業作長線投資,根據 AMD 與 ATIC 合作協議, AMD 將會把生產設備移交 The Foundry Company ,包括 2 座位於德國德勒斯敦晶圖廠,而 ATIC 將會投資 21 億美元,其中 14 億元是直接投進 The Foundry Company ,其餘則是付給 AMD 作為生產設備移交的代價,另外, ATIC 將會為 AMD 負擔原有 12 億美元的債務。

 

此外, ATIC 另簽應向 The Foundry Company 投資 36 至 60 億美元,在未來五年協助 The Foundry Company 擴充生產設備幫助 AMD 提升產能,包括為德國德勒斯敦其中一座晶圓廠升級製程生產技術,並接手 AMD 將於美國紐約興建的晶圓廠,意味著 AMD 將成為一家 Fabless 的 IC 設計公司,未來將不會自行生產晶片及處理器。

 

未來, The Foundry Company 仍會是會 IBM 的 Development Alliance 一員,繼續合作研發 SOI 技術及 22 奈米生產技術。

 

The Foundry Company 的董事人數, AMD 及 ATIC 雙方將各佔一半;股權方面, AMD 將佔 The Foundry Company 44.4% 股權、 ATIC 則佔 55.6% 股權。現有 AMD 生產事業群高級副總裁 Doug Grose 將放棄現有職務,將出任 The Foundry Company 執行長職任,現有 AMD 董事長 Hector Ruiz 亦會放棄現有職務,將出任 The Foundry Company 董事長職任。

 

就此次交易, AMD 將即時收到 7 億美元現金,並減少了 12 億元債務,改善了現金流不足的財務窘境,日後將不需要投入製程研發,只需要專心設計處理器、繪圖晶片及晶片組。

 

此外,同為阿拉伯聯合大公國政府擁有的另一家投資公司 Mubadala 宣佈,將會付出 3.14 億美元購買 AMD 5.8 千萬股新發行股份及 3 千萬張認股証,合共增持了 AMD 11.2% 股權,總計於 2007 年購入的 8.1% 股權, Mubadala 將佔有 AMD 共 19.3% 股權。

 

AMD 預計此次交易將會 2009 年初完成,並可成功得到紐約州政府同意由 The Found Company 交手興建晶圓廠,以及取得 AMD 股東同意發行新股及認股証予 Mubadala 。

 

AMD Fab38
位於德國德勒斯敦晶圖廠 AMD Fab 38

The Foundry CompanyThe Foundry Company
The Foundry Company 對晶圓代工事業信心滿滿,有信心在技術上不會落後 TSMC 、 UMC 及 Chartered

 

AMD 、 ATIC 及 Mubadala 合作協議:


Upon closing, The Foundry Company will:

• Have a total enterprise value of $5.0 billion, consisting of AMD's contribution of manufacturing assets and intellectual property, (including its fabrication facilities in Dresden), intellectual capital and employees valued together at $2.4 billion; ATIC's contribution of $1.4 billion in new capital; and $1.2 billion of debt assumed by The Foundry Company from AMD;
• Be consolidated with AMD for purposes of financial reporting;
• Have a board of directors whose membership is equally divided between representatives of AMD and ATIC;
• Have only AMD and ATIC as stockholders, each of which at the closing will have equal voting rights;
• Be owned 44.4 percent by AMD and 55.6 percent by ATIC on a fully converted to common basis. ATIC’s economic ownership will increase over time based on the differences in securities held by AMD and ATIC, and depending on whether AMD elects to invest proportionately with ATIC in future capital infusions to support The Foundry Company’s growth;
• Have its principal headquarters in Silicon Valley; and its research and development and manufacturing leadership teams and ecosystems in New York, Dresden, and Austin;
• Have an exclusive supply agreement with limited exceptions to manufacture AMD processors and to manufacture, where competitive, certain percentages of other AMD semiconductor products;
• Begin construction of the Fab 4X manufacturing facility in New York in the middle of 2009, directly employing more than 1,400 workers in Upstate New York when the facility is in full operation;
• Expect to increase capacity at one facility in Dresden and complete the conversion of a second state-of-the-art facility in Dresden in 2009;
• Join the IBM technology development alliance for both SOI and bulk silicon technology, greatly expanding the addressable market of The Foundry Company;
• 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; and
• Announce its permanent corporate name and identity.


Upon closing, AMD will:

• Have equal voting rights with ATIC in The Foundry Company;
• Own 44.4 percent of The Foundry Company on a fully converted to common basis;
• Improve its liquidity through The Foundry Company’s assumption of approximately $1.2 billion of AMD’s debt, ATIC’s $700 million payment to AMD for ownership interests in The Foundry Company and Mubadala’s purchase for $314 million of 58 million newly issued AMD shares and warrants for 30 million additional shares;
• Tightly focus on the design and development of the next generation of innovation based on the fusion of computing and graphics processing;
• Elect a Mubadala designee as a member of its Board of Directors;
• Excluding its consolidation of The Foundry Company for financial reporting purposes, improve its net cash position by $2.1 billion, through The Foundry Company’s assumption of approximately $1.1 billion in debt (net of approximately $100 million cash transferred by AMD to The Foundry Company) and cash payments from ATIC and Mubadala aggregating $1.0 billion;
• Have the option, but not any requirement, to provide additional capital funding to The Foundry Company in response to future capital calls; and
• Have an exclusive supply agreement with The Foundry Company, with limited exceptions, to manufacture AMD processors and an agreement with The Foundry Company to manufacture, where competitive, certain percentages of other AMD semiconductor products.


Upon closing, ATIC will:

• Have equal voting rights with AMD in The Foundry Company;
• Own 55.6 percent of The Foundry Company on a fully converted to common basis;
• Invest an initial $2.1 billion, of which $1.4 billion will be invested directly in the new company and $700 million will be paid directly to AMD;
• Commit a minimum of $3.6 billion and up to $6.0 billion in additional funds over the next five years for the upgrade and expansion of fabrication facilities in Dresden and construction of a new facility in Upstate New York.
Upon closing, Mubadala will:
• Purchase for an aggregate of $314 million 58 million newly issued AMD shares and warrants for 30 million additional shares, giving it a total stake in AMD of approximately 19.3 percent on a fully diluted basis; and
• Have a right to designate a representative for election as a member of the board of directors of AMD.

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