お知らせ • Mar 31
Advanced Micro Devices, Inc. (NasdaqGS:AMD) completed the acquisition of ZT Group Int'l, Inc. (ZT Systems) from Frank D. Zhang, Alpine Eagle LLC, Inventec Corporation (TWSE:2356) and others.
Advanced Micro Devices, Inc. (NasdaqGS:AMD) entered into a definitive agreement to acquire ZT Group Int'l, Inc. (ZT Systems) from Frank D. Zhang, Alpine Eagle LLC, Inventec Corporation (TWSE:2356) and others for $4.9 billion on August 17, 2024. AMD has agreed to acquire ZT Systems in a cash and stock transaction. Pursuant to the terms of the agreement, the closing consideration consists of (a) $1.125 billion divided by stock price of AMD payable to sellers and warrant holders, $3.375 billion in the form of cash payable to the Sellers, RSU holders and Warrant Holders. In addition, pursuant to the terms of the agreement, the sellers and the warrant holders will be eligible to receive additional contingent consideration based on certain post-closing milestones consisting of (a) up to 740,964 shares of AMD stock and (b) up to $300 million of cash. Following transaction close, ZT Systems will join the AMD Data Center Solutions Business Group. The transaction will be financed through cash on-hand and new debt. On March 10, 2025, Advanced Micro entered into an underwriting agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) by the Company of $1.5 billion aggregate principal amount of senior notes, consisting of $875 million aggregate principal amount of its 4.212% Senior Notes due 2026 (the “2026 Notes”) and $625 million aggregate principal amount of its 4.319% Senior Notes due 2028. Advanced Micro intends to use the net proceeds from this offering to fund a portion of the acquisition of ZT Group. AMD will be required to pay a termination fee to ZT Systems equal to $300 million if the agreement is terminated in certain circumstances. ZT CEO Frank Zhang will lead the manufacturing business and ZT President Doug Huang will lead the design and customer enablement teams, both reporting to AMD Executive Vice President and General Manager Forrest Norrod.
The acquisition is subject to certain regulatory approvals and other customary closing conditions. The transaction has been unanimously approved by the AMD Board of Directors. The transaction has been approved by Competition and Consumer Commission of Singapore on January 2025. As of January 15, 2025, Taiwan’s Fair Trade Commission cleared the transaction. As of March 13, 2025, The European Commission has approved the transaction. The transaction is currently expected to close in the first half of 2025. As of August 19, 2024 The deal is expected to close by the end of 2025. AMD expects the transaction to be accretive on a non-GAAP basis by the end of 2025. Citi is acting as exclusive financial advisor to AMD and Tad J. Freese, Mark M. Bekheit, Kirt Switzer, James Metz, Sandra Benjamin, Michael Rubin, Gail Crawford, Robert Brown, Anthony Klein, Eric Volkman, Kevin Chambers, Christopher Norton, Robert Buday, Karen Ritter, Amanda Reeves, Kelly Fayne, Héctor Armengod, Francesca Pisano, Wesley Lepla, Harrison White, Richard Kim, Senet Bischoff, Stephanie Teicher, Loren Finegold and Carlos Alvarez of Latham & Watkins LLP are serving as its legal advisor. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to ZT Systems. Chelsea N. Darnell, James E. Langston, Brian Kim, Brian Krause, Jarrett R. Hoffman, Jonathan H. Ashtor, Brianna van Kan, Annie Herdman, Scott A. Sher, Ross Ferguson, Christopher M. Wilson, Chad de Souza, J. Todd Hahn, Peter E. Fisch and Audrey M. Paquet of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as its legal advisor.
Advanced Micro Devices, Inc. (NasdaqGS:AMD) completed the acquisition of ZT Group Int'l, Inc. (ZT Systems) from Frank D. Zhang, Alpine Eagle LLC, Inventec Corporation (TWSE:2356) and others on March 31, 2025.