AMD 1995 Annual Report Download - page 8

profitable since its inception in 1986, the Merger has resulted in an immediate
decrease in the earnings per share attributable to each share of AMD common
stock outstanding prior to the Merger. The dilution resulting from the Merger
could reduce the earnings per share of AMD common stock unless earnings growth
or other business benefits sufficient to offset the effect of the issuance can
be achieved. There can be no assurance that such benefits will be achieved.
AMD will incur charges to operations currently estimated to be $10.0
million in the first quarter of 1996, to reflect transaction fees and costs
incident to the Merger. Such fees and costs include investment banking, legal,
accounting, financial, printing and other related charges. These amounts are
preliminary estimates and are subject to change when the exact amounts are
finally determined. Additional and unanticipated expenses may be incurred
relating to the integration of the businesses of AMD and NexGen, including the
integration of microprocessor products and the retargeting of NexGen products to
AMD's manufacturing processes. Although AMD expects that over time the savings
from elimination of duplicative expenses as well as other efficiencies related
to the integration of the businesses may offset additional expenses, there can
be no assurance that such benefit will be achieved in the near term or at all.
AMD will initially continue the operations of NexGen at its current
location in Milpitas, California. The primary mission will be the development
of high performance Microsoft Windows(R)-compatible microprocessors in the AMD
K86(tm) Superscalar Series. S. Atiq Raza, former President and Chief Executive
Officer of NexGen, will direct the operations. Mr. Raza has been appointed to
the Board of Directors of the Corporation and has been named Corporate Vice
President and Chief Technical Officer of AMD.
AMD effected the Merger with the expectation that it would result in
beneficial synergies. Achieving the anticipated benefits of the Merger will
depend in part upon whether the integration of the two companies' businesses is
accomplished in an efficient and effective manner, and there can be no assurance
that this will occur. The successful combination of
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996