Advanced Micro Devices has appointed a new chairman to replace former CEO and Chairman Hector Ruiz, as it closes the deal to spin off its manufacturing operations.
AMD on Monday announced that Bruce Claflin has been appointed chairman of its board of directors. Claflin replaces Ruiz, who retired from AMD's board. Ruiz is now chairman of the board of The Foundry Company--the chip manufacturing concern that was spun off officially on Monday.
Claflin--who has been a member of AMD's board of directors since August 2003--has held senior positions with IBM and Digital Equipment and most recently was CEO and a member of the board of directors of 3Com. The AMD board also appointed Waleed Al Mokarrab to the board. Al Mokarrab is chief operating officer of Mubadala Development Company, the Abu Dhabi-based firm that is a major investor in The Foundry Company.
Dirk Meyer remains president and CEO of AMD.
AMD also announced on Monday that it has closed the deal to spin off its manufacturing operations to Advanced Technology Investment Company (ATIC) and Mubadala. AMD is billing the foundry as "the world's only U.S.-headquartered semiconductor foundry." Foundry companies, such as Taiwan Semiconductor Manufacturing Co., contract with outside chip design houses to build chips. The AMD spinoff will not only build chips for AMD but also seek business from outside customers.
Upon closing the deal, AMD receives $700 million from ATIC for a portion of its ownership interests in The Foundry Company. The Foundry Company assumes responsibility for the repayment of approximately $1.1 billion of associated AMD debt and Mubadala pays AMD approximately $125 million for 58 million newly issued AMD shares and warrants for 35 million additional shares, AMD said in a statement.
The deal will improve AMD's cash position by approximately $825 million, excluding its consolidation of the operations of The Foundry Company--which has a total "enterprise" value of approximately $4.3 billion. The company is owned 34.2 percent by AMD and 65.8 percent by ATIC.
Advanced Micro Devices' manufacturing spinoff got an all-clear from the U.S. government on Tuesday.
The Committee on Foreign Investment in the United States (CFIUS), part of the U.S. Treasury Department, gave the green light to AMD and the Advanced Technology Investment Company (ATIC) to create The Foundry Company, the manufacturing operations that AMD spun off back in October.
CFIUS has also determined that "the proposed additional investment in AMD by Mubadala is not a covered transaction subject to CFIUS review," according to AMD.
ATIC will own 65.8 percent of The Foundry Company and AMD 34.2 percent, according to a revised statement from AMD in December.
ATIC is a technology investment company wholly owned by the Government of Abu Dhabi. The Foundry Company will be a U.S.-headquartered chip manufacturing company with manufacturing facilities in Dresden, Germany. Future plans call for manufacturing facilities in Saratoga County, New York.
Update on October 9 at 9:00 a.m. with additional comments from Intel and AMD.
Advanced Micro Device's new manufacturing venture may come with some old baggage.
After AMD announced on Tuesday that it would spin off its manufacturing assets to a new company partially owned by the Abu Dhabi government, Intel was quick to warn AMD about patent and cross-licensing concerns.
AMD will own part of the new manufacturing entity, for the time being to be called The Foundry Company, while Advanced Technology Investment Co. (ATIC) will own the rest (55.6 percent) and have equal voting rights with AMD in The Foundry Company. The total investment is expected to come to approximately $8 billion.
Intel-AMD disputes are certainly not new. AMD sued Intel in 2005 alleging antitrust violations. But this time Intel has AMD in its sights.
At the moment, Intel is simply expressing concern about the deal, per the Patent Cross License Agreement between the two companies. (The two chipmakers have cross-licensing agreements that go back to 1976.)
The Agreement, which was signed in 2001 and expires in 2010, has restrictions related to the transfer of licenses and patents.
"We don't know enough yet. We have a lot of questions about how this deal is structured," said Intel spokesman Chuck Mulloy.
"According to the public statements they made in their press releases, they (ATIC) also have 50 percent voting rights. So we need to understand a lot more about it. We just have to do due diligence. Make sure that our IP (intellectual property) rights are protected."
AMD, for its part, believes the transaction is structured in a way that doesn't violate any agreements. "We are completely confident the structure of this transaction takes into account our cross-license agreements. Rest assured, we plan to continue respecting Intel's intellectual property rights, just as we expect them to respect ours," said AMD spokesman Drew Prairie.
Advanced Micro Devices appears to have found an alternative to going fabless.
The dramatic announcement by AMD Tuesday, which focuses on a new entity known for now as The Foundry Company, shows that there is another way to restructure that doesn't entail completely jettisoning manufacturing operations--referred to in the semiconductor industry as fabs or fabrication facilities.
"Real men have fabs." This quote attributed to former AMD CEO and Chairman Jerry Sanders has some import here. Though fabless concerns, such as Nvidia, have been held up as lean, mean chip-supplying machines that don't have the burden of funding costly manufacturing facilities, the downside is often ignored by Wall Street.
Going completely fabless separates the company from key process technologies that are needed to stay ahead. That's especially true in AMD's case, where the sole processor rival is chip behemoth Intel, which derives much of its strength by moving quickly from one chip manufacturing process to another. Going to a new manufacturing process typically results in faster, more power-efficient processors.
This artist's rendering shows what AMD expects its New York facility to look like when it opens for business about three to four years from now.
(Credit: AMD)Look no further than the state AMD finds itself in today. It is a generation behind Intel, which has been shipping chips based on the 45-nanometer process for almost year. AMD is currently struggling to get out its first generation of 45nm processors.
The newly created Foundry Company was described by AMD Chief Executive Dirk Meyer on Tuesday as a "brand-new and leading-edge semiconductor manufacturing company." It will be run by Doug Grose, who will relinquish his current role as AMD's senior vice president of manufacturing operations to become CEO of The Foundry Company.
Two things will happen as a result of the backing by the Abu Dhabi-based investors. First, AMD, through the joint company Advanced Technology Investment Co. (ATIC), will expand its current manufacturing facilities in Dresden, Germany, and transform this into a foundry company that also builds chips for other companies.
As part of this expansion, Dresden will bring in IBM's silicon-on-insulator (SOI) and so-called "bulk silicon" technologies. "We deepen and widen our relationship with IBM," AMD said Tuesday. "So we'll be able to take bulk and SOI together to the 22-nanometer generation and beyond." (The next generation of chips will be made on a 32-nanometer process, followed by 22-nanometer in the 2012 time frame.)
AMD's Fab 36 in Dresden will focus on IBM's silicon-on-insulator (SOI) and so-called "bulk silicon" technologies.
(Credit: AMD)Second, AMD will move forward to build manufacturing facilities at the Luther Forest Technology Campus, near the town of Malta, N.Y. "At the earliest opportunity we will break ground on upstate New York and begin work on what we believe will be the most sophisticated manufacturing facility in the United States," AMD said.
The intention is to "bring that fab online in the late 2011, 2012 time frame," AMD said. "And further cementing that upstate New York corridor as one of the leading (areas) in the world for nanotechnology." The planned facility will provide 1,400 jobs for the region, according to AMD.
AMD may also expand beyond Dresden and New York. "Once we complete the Dresden expansion and build out upstate New York--and if commercially justified--we will consider the creation of research and manufacturing facilities in Abu Dhabi," said Grose.
Hector Ruiz--the current AMD chairman--will relinquish his role as AMD's executive chairman to become chairman of The Foundry Company.
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