AMD said on August 17, 2024 that it entered into a Stock Purchase Agreement with ZT Group Int'l, Inc. to buy all of the common stock held by the selling stockholders. The aggregate consideration, including contingent consideration, is based on an equity value of up to $4.9 billion.

1. 01

   AMD said on August 17, 2024 that it entered into a Stock Purchase Agreement with ZT Group Int'l, Inc. to buy all of the common stock held by the selling stockholders. The aggregate consideration, including contingent consideration, is based on an equity value of up to $4.9 billion.

2. 02

   The company said it will pay closing consideration of 8,335,852 shares of AMD common stock, calculated by dividing $1.125 billion by a price of $134.9592 per share, plus $3.375 billion in cash. The shares will be paid to the sellers and the Company Warrant Holders.

3. 03

   The company said the sellers and the Company Warrant Holders may receive up to 740,964 shares, calculated based on up to $100 million, plus up to $300 million in cash as contingent consideration, if certain conditions are met after the closing.

4. 04

   The company said the Agreement becomes terminable if the transaction is not completed by August 17, 2025 (the Outside Date). If the Agreement is terminated over a failure to obtain regulatory approvals, AMD would have to pay ZT Group Int'l, Inc. a termination fee of $300 million.

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Original filing

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