AMD plans to create a new class of x86 processor that integrates the CPU and GPU at the silicon level with a broad set of design initiatives collectively codenamed “Fusion.” AMD intends to design Fusion processors to provide step-function increases in performance-per-watt relative to today’s CPU-only architectures, and to provide the best customer experience in a world increasingly reliant upon 3D graphics, digital media and high-performance computing. AMD-powered Fusion platforms will continue to fully support high-end discrete graphics, physics accelerators, and other PCI Express-based solutions to meet the ever-increasing needs of the most demanding enthusiast end-users. Fusion processors are expected in late 2008/early 2009, and the company expects to use them within all of the company’s priority computing categories, including laptops, desktops, workstations and servers, as well as in consumer electronics and solutions tailored for the unique needs of emerging markets.

AMD (NYSE:AMD) today announced the completion of its approximately $ 5.4
billion acquisition of ATI Technologies Inc. Combining the complementary
strengths of the two technology leaders, the new AMD opens for business as a
processing powerhouse committed to driving innovation, choice and growth in the
technology industry. With approximately 15,000 employees, the company merges
AMD’s technology leadership in microprocessors together with ATI’s leadership in
graphics, chipsets and consumer electronics.

"Today marks a historic day for our employees, our partners and our customers as
we officially welcome ATI into the AMD family," said AMD Chairman and CEO Hector
Ruiz. "On day one, we are delivering a winning set of complementary
technologies, igniting a new level of innovation and continuing to champion
choice for the industry. Thanks to the strength of our talented employees, the
new AMD now has a full range of intellectual property (IP) in microprocessors,
graphics, chipsets and consumer electronics to deliver open platforms and
integrated solutions. In the near term, customers gain a new level of choice,
and in the long term, we believe the possibilities for innovation are truly
limitless."

Transaction Details
Under the terms of the transaction, AMD acquired all of the outstanding common
shares of ATI for a combination of approximately $ 4.3 billion in cash and 58
million shares of AMD common stock, based on the number of shares of ATI common
stock outstanding on October 24, 2006. All outstanding options and restricted
stock units (RSUs) of ATI were assumed. The value of the ATI acquisition of
approximately $ 5.4 billion is based upon the closing stock price of AMD common
stock on October 24, 2006 of $ 20.32 per share and excludes the value of assumed
equity awards. AMD financed the cash portion of the transaction with a
combination of cash and new debt. AMD obtained a $ 2.5 billion term loan from
Morgan Stanley Senior Funding, Inc., which, together with combined existing
cash, cash equivalents, and marketable securities balances of approximately $ 1.8
billion, provided full funding for the transaction.

AMD announced the final pro-ration applicable to ATI common shares in the
acquisition. The total consideration to be paid for each common share, based on
the Parent Closing Stock Price (as defined in the Plan of Arrangement, as
amended), is approximately $ 21.36. The final election results indicate that
pro-ration is as follows:

  • ATI shareholders who elected to receive cash will be entitled to receive,
    for each common share for which a valid cash election was made, approximately
    US $ 18.59 in cash plus approximately 0.1245 of a share of AMD common stock;
  • ATI shareholders who elected to receive stock will be entitled to receive,
    for each common share for which a valid stock election was made, 0.9596 of a
    share of AMD common stock; and
  • ATI shareholders who did not make a valid election will be entitled to
    receive, for each share for which no valid election was made, 0.9596 of a
    share of AMD common stock.
  • Pro-ration was necessary because the cash consideration elected to be
    received exceeded the amount of cash available in the acquisition. Any
    fractional shares will be paid in cash.

Planning to Deliver Integrated Platforms in 2007
Customers should benefit from AMD’s and ATI’s combined platform development and
technical support teams, which will be co-located in Taipei and Shanghai.
Combined with the existing Austin and Toronto locations, these sites offer
research and development and support to provide customers with a complete
solution for optimized platform development.

AMD plans to deliver a range of integrated platforms in 2007 to serve key
markets, including: commercial clients; mobile computing; and gaming and media
computing. PC users will benefit from innovations intended to extend battery
life on the next-generation AMD TurionT 64 mobile technology-based platform and
enhancements to the AMD LIVE!T digital media PC platform that will enable users
to get more from their favorite photos, music, and movies. AMD believes that
these integrated platform innovations will bring customers improved system
stability, better time-to-market, increased performance and energy-efficiency
and overall, an enhanced user experience.

"By driving innovation and integration in processing, especially in graphics,
the new AMD has the potential to empower breakthrough computing experiences for
users of Windows® Vista,T" said Jim Allchin, Co-President of Microsoft’s
Platforms & Services Division. "We are excited by the potential benefits that
this union can bring to enhance the Windows Vista experience."

AMD also sees an opportunity to deliver processing solutions to the growing
consumer electronics market. The company intends to leverage ATI’s strength in
the consumer market by pursuing new opportunities to invest in the consumer
electronics and high-end discrete graphics markets. With leading technology and
customer relationships, AMD is positioned to address digital convergence by
leveraging critical IP to create new innovations and devices that facilitate
end-to-end content delivery and connectivity to improve end-user experiences.

CPU/GPU Silicon "Fusion" – Another Industry First for Customers
AMD plans to create a new class of x86 processor that integrates the central
processing unit (CPU) and graphics processing unit (GPU) at the silicon level
with a broad set of design initiatives collectively codenamed "Fusion." AMD
intends to design Fusion processors to provide step-function increases in
performance-per-watt relative to today’s CPU-only architectures, and to provide
the best customer experience in a world increasingly reliant upon 3D graphics,
digital media and high-performance computing. With Fusion processors, AMD will
continue to promote an open platform and encourage companies throughout the
ecosystem to create innovative new co-processing solutions aimed at further
optimizing specific workloads. AMD-powered Fusion platforms will continue to
fully support high-end discrete graphics, physics accelerators, and other PCI
Express-based solutions to meet the ever-increasing needs of the most demanding
enthusiast end-users.

"With the anticipated launch of Windows Vista, robust 3D graphics, digital media
and device convergence are driving the need for greater performance, graphics
capabilities, and battery life," said Phil Hester, AMD senior vice president and
chief technology officer. "In this increasingly diverse x86 computing
environment, simply adding more CPU cores to a baseline architecture will not be
enough. As x86 scales from palmtops to petaFLOPS, modular processor designs
leveraging both CPU and GPU compute capabilities will be essential in meeting
the requirements of computing in 2008 and beyond."

Fusion processors are expected in late 2008/early 2009, and the company expects
to use them within all of the company’s priority computing categories, including
laptops, desktops, workstations and servers, as well as in consumer electronics
and solutions tailored for the unique needs of emerging markets.