Linked by Thom Holwerda on Tue 13th Nov 2012 22:24 UTC
AMD "Advanced Micro Devices has hired JPMorgan Chase & Co to explore options, which could include a potential sale, as the chipmaker struggles to find a role in an industry increasingly focused on mobile and away from traditional PCs, according to three sources familiar with the situation." Woah. Bad news for competition in the x86 space.
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RE[5]: Thom
by galvanash on Wed 14th Nov 2012 18:05 UTC in reply to "RE[4]: Thom"
galvanash
Member since:
2006-01-25

Read the agreement...

6.3 Change of Control. In the event of a Change of Control of AMD, the definition of Microprocessor as defined in Section 1.5 shall be limited to those devices that fell within Section 1.5 on the date of the Change of Control and shall be further limited to x86 AMD Microprocessors for use in a Personal Computer

Change of Control shall mean:

1. any person or group of person (... snip) beneficial ownership of captal stock of AMD entitling the holder(s) thereof to more than 50% of the voting power (... snip) or an interest sufficient to reieve more than 50% of the profits or losses of AMD; or

2. AMD enters into a merger, consolidation, reorganization, or similar transaction (or series of related transactions) with any Person or group of Persons in which less than 50% of the voting power (... snip) of the outstanding capital stock of AMD (if it is the surviving entity) or the Acquiring Person (if it is the surviving entity) (... snip)

3. AMD sells to any Person(s) in one or more related transactions propterties or assets representing all or substantially all of the properties and assets of AMD.


I am certainly not fluent in legalize, but I interpret item 2 there to specifically address a triangular merger scenario.

Additionally, if I understand the agreement correctly (big if) - a buyer would be able to continue manufacturing existing AMD designs as the dissolution of the agreement would not retroactively affect existing products... But without a new agreement with Intel they buyer could not design new microprocessors because they would no longer have license to do so.

Also, interestingly... the "existing design" clause explicitly limits the buyer to "Personal Computer" microprocessors, which is defined in the agreement to be servers, workstations, desktops, laptops, tablets, netbooks, and notebooks but not smartphones, cell phones, pocket pcs, or consumer electronic devices. It does not mention game consoles, but I would think that would fall under a consumer electronic device.

That means (again, imo) that the buyer could not sell any AMD microprocessors (even existing ones) for use in game consoles... I.e. they would lose the ability to sell Microsoft processors for the xbox. For the 360 that is assuming there is IP in the xenos GPU that is covered by license form Intel. I certainly don't know the answer to that, but I wouldn't be surprised if there is. And rumor was that AMD was making a fusion derivative for the xbox 720 - that would definitely be off the table.

Edited 2012-11-14 18:23 UTC

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