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 through completing the 300mm 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.
