According to the Complaint, Xilinx, Inc. ("Xilinx" or the "Company") is a technology company that designs and develops programmable devices and associated technologies. In additional to its programmable platforms, Xilinx also provides design services, customer training, field engineering and technical support.
On October 26, 2020, the Board of Directors caused the Company to enter into an agreement and plan of merger (“Merger Agreement”), pursuant to which the Company’s shareholders stand to receive 1.7234 shares of Advanced Micro Devices, Inc. (“AMD”) common stock for each share of Xilinx stock they own (the “Merger Consideration”). Upon completion of the merger, Xilinx shareholders will own approximately 26% and AMD shareholders will own approximately 74% of the combined company.
On October 27, 2020, Xilinx and AMD issued a joint press release announcing the Proposed Transaction.
On December 4, 2020, in order to convince Xilinx shareholders to vote in favor of the Proposed Transaction, the Board authorized the filing of a Form S-4 (the “S-4”) with the SEC. The Complaint alleges that the S-4 was materially incomplete and misleading. In particular, the Complaint alleges that the S-4 contains materially incomplete and misleading information concerning: (i) the financial projections for the Company that were prepared by the Company and relied on by Defendants in recommending that Xilinx shareholders vote in favor of the Proposed Transaction; and (ii) the summary of certain valuation analyses conducted by Xilinx’s financial advisors in support of their opinion that the Merger Consideration is fair to shareholders, on which the Board relied.