NexGen and Advanced Micro Devices to Merge.SUNNYVALE and MILPITAS, Calif.--(BUSINESS WIRE)--Oct. 20, 1995-- Advanced Micro Devices (AMD (Advanced Micro Devices, Inc., Sunnyvale, CA, www.amd.com) A major manufacturer of semiconductor devices including x86-compatible CPUs, embedded processors, flash memories, programmable logic devices and networking chips. ) and NexGen, Inc., (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : NXGN) today announced that the two companies have signed a definitive agreement under which AMD will acquire NexGen in an allstock transaction. Under the agreement, NexGen shareholders will receive eight-tenths (0.8) of a share of AMD stock for each share of NexGen. NexGen has approximately 41 million shares of stock outstanding on a fully diluted basis. The transaction is expected to be tax free. Shareholders representing 37 percent of NexGen's outstanding shares have agreed to vote their shares in favor of the transaction, including ASCII ASCII or American Standard Code for Information Interchange, a set of codes used to represent letters, numbers, a few symbols, and control characters. Originally designed for teletype operations, it has found wide application in computers. , Compaq, and Olivetti. The agreement has been approved by the boards of directors of both companies, and remains subject to approval by shareholders, regulatory review and other normal closing conditions. The transaction is expected to close in the first quarter of 1996. AMD plans to operate NexGen as a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. . S. Atiq Raza, president and chief executive officer of NexGen will retain his current position as the two companies integrate their activities. He will become a corporate vice president and a member of the AMD board of directors. In addition, Raza will become the chief technical officer of AMD. In that role, he will report directly to W.J. Sanders III, chairman and chief executive officer of AMD. NexGen will continue to be located in Milpitas, Calif. Its primary mission will be to develop high-performance Microsoft Windows-compatible microprocessors in the AMD K86 Superscalar A CPU architecture that allows more than one instruction to be executed in one clock cycle. See pipeline processing. (architecture) superscalar - A superscalar architecture is a uniprocessor that can execute two or more scalar operations in parallel. series. The top priority will be to bring to production status NexGen's sixth-generation Nx686 design, currently in an advanced state of development. The product will be marketed as the AMD-K6 microprocessor, the next generation of the AMD K86 Superscalar series. "The union of NexGen with AMD catapults us into contention for leadership in the market for fifth, sixth and future generations of Microsoft Windows-compatible microprocessors. A leadership position in this market is important to AMD's strategy to grow faster than the semiconductor industry," said Sanders. "The computer industry is well served by a competitive environment where personal computer manufacturers can differentiate their products. AMD is determined to provide the leading microprocessor alternative solutions to Intel based See Intel-based system. systems. The marriage of NexGen's innovative, sixth generation product design with AMD's leading-edge 0.35 micron process technology and manufacturing capacity is intended to enable us to close the gap with Intel in processor performance," said Sanders. AMD will cease activity on its own sixth-generation design project in Austin, Texas, in order to redirect those resources to future microprocessor generations. "Focusing our combined engineering talents gives AMD the ability to have multiple design teams focused on Microsoft Windows-compatible PC solutions, and to close the gap with Intel on future microprocessor generations," Sanders said. There is no change in the schedule for AMD's fifth-generation microprocessor. As previously announced, the initial version, code-named SSA/5-75, will be available for sale in limited quantities during the first quarter of 1996. AMD-K5 products will be available one quarter later. In 1994, NexGen became the first company to ship a fifth generation microprocessor to compete with Pentium, the Nx586. Raza said that NexGen will continue developing enhanced versions of its Nx586 microprocessor, currently manufactured by IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) Microelectronics. There is no change in the Nx586 microprocessor roadmap. "The microarchitectures of the NexGen product line and AMD K86 series feature the innovative concept of decoding X86 instructions to run on high-performance reduced instruction set (RISC RISC in full Reduced Instruction Set Computing Computer architecture that uses a limited number of instructions. RISC became popular in microprocessors in the 1980s. ) microprocessor cores," Raza said. "Both architectures take advantage of high levels of parallelism, dynamic branch prediction In CPU instruction execution, predicting the outcome of a branch so that those instructions may be executed in parallel with the current instructions. If the CPU guesses the wrong branch, it will take extra machine cycles to go back and execute the correct one; however, on average, if the , register renaming In computer engineering, register renaming refers to a technique used to avoid unnecessary serialization of program operations imposed by the reuse of registers by those operations. Problem definition Programs are composed of instructions which operate on values. and out-oforder execution. "NexGen's sixth-generation design includes a more advanced decode/execution approach, larger caches, and seven execution units including one dedicated to high-performance multimedia software applications. It is expected to outperform a Pentium and Pentium Pro The sixth generation of the Intel x86 family of CPU chips. The term may refer to the chip or to a PC that uses it. Introduced in 1995 as the successor to the Pentium, models from 150 MHz to 200 MHz were released. on both 16-bit and 32bit applications software," Raza said. "We are excited about joining forces with the AMD design teams and combining NexGen's design and systems expertise with AMD's leading-edge process technology to exploit the enormous manufacturing capacity of AMD's new Fab 25 megafab in Austin, Texas," Raza said. NexGen, Inc., (NASDAQ: NXGN) develops and utilizes industry-leading processor technologies to deliver high performance x86 processors to mainstream PC users. The Milpitas, California-based company currently owns patents for its leading-edge x86 processor technology and has more patents in process. Advanced Micro Devices, Inc., is the fourth-largest U.S. merchant manufacturer of integrated circuits Integrated circuits Miniature electronic circuits produced within and upon a single semiconductor crystal, usually silicon. Integrated circuits range in complexity from simple logic circuits and amplifiers, about 1/20 in. (1. . Focusing on the personal and networked computing and communications markets, AMD produces microprocessors and related peripherals, memories, programmable logic devices and circuits for telecommunications and networking applications. AMD has sales offices worldwide and has manufacturing facilities in Sunnyvale, California Sunnyvale ([sʌniveil]) is a city in Santa Clara County, California, United States. It is one of the major cities that make up the Silicon Valley. As of the 2000 census, the city population was 131,760. ; Austin, Texas; Bangkok, Thailand; Penang, Malaysia; Singapore; Aizu-Wakamatsu, Japan and Basingstoke, England. -0- Note to Editors: Nx586 is a registered trademark of NexGen, Inc. NexGen is a trademark of NexGen, Inc. AMD-K5 is a trademark of Advanced Micro Devices, Inc. Microsoft and Windows are registered Trademarks of Microsoft Corporation (company) Microsoft Corporation - The biggest supplier of operating systems and other software for IBM PC compatibles. Software products include MS-DOS, Microsoft Windows, Windows NT, Microsoft Access, LAN Manager, MS Client, SQL Server, Open Data Base Connectivity (ODBC), MS Mail, . CONTACT: Advanced Micro Devices, Inc. Chuck Mulloy, 408/749-5481 or NexGen Anthony S.S. Chan, 408/325-8216 Sandra O'Halloran, 408/325-8046 |
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