AMD » Topics » We are required to reach agreement with Fujitsu regarding certain actions of Spansion, and our interests may not be aligned.

This excerpt taken from the AMD 10-Q filed Nov 3, 2005.

We are required to reach agreement with Fujitsu regarding certain actions of Spansion, and our interests may not be aligned.

 

We own 60 percent of Spansion while Fujitsu owns the remaining 40 percent. Although we are entitled to appoint a majority of the board of managers, which generally manages the affairs of Spansion, certain actions by Spansion require Fujitsu’s consent for as long as Fujitsu maintains specific levels of ownership in Spansion. In addition, based upon designated thresholds of Fujitsu’s percentage interest in Spansion, certain actions require the affirmative vote of at least a majority of the managers appointed by Fujitsu. These actions, which primarily represent protective rights for Fujitsu as a minority member, include:

 

    major investments, acquisitions and dispositions of assets, and any public offering of Spansion’s equity interests;

 

    a merger or consolidation resulting in the transfer of more than 50% of the equity interests;

 

    settlement of major legal proceedings and other actions;

 

    approval of certain material contracts between us and Spansion;

 

    changes to the equity capital structure of the Spansion, including the potential initial public offering of Spansion common stock; and

 

    winding-up Spansion or one of its material subsidiaries.

 

There can be no guarantee that our interests and those of Fujitsu will be aligned with respect to such decisions and we may be unable to take steps that we believe are desirable. In addition, a reduction in our percentage interest may result in our inability to appoint a majority of Spansion’s board of managers, which could result in the loss of effective control of Spansion, although the results of operations of Spansion may continue to impact significantly our results of operations for as long as Spansion is a consolidated subsidiary, and we still may be required to make loans to, and guarantee indebtedness of, Spansion prior to its proposed initial public offering.

 

This excerpt taken from the AMD 10-Q filed Aug 4, 2005.

We are required to reach agreement with Fujitsu regarding certain actions of Spansion, and our interests may not be aligned.

 

We own 60 percent of Spansion while Fujitsu owns the remaining 40 percent. Although we are entitled to appoint a majority of the board of managers, which generally manages the affairs of Spansion, certain actions by Spansion require Fujitsu’s consent for as long as Fujitsu maintains specific levels of ownership in Spansion. In addition, based upon designated thresholds of Fujitsu’s percentage interest in Spansion, certain actions require the affirmative vote of at least a majority of the managers appointed by Fujitsu. These actions, which primarily represent protective rights for Fujitsu as a minority member, include:

 

    major investments, acquisitions and dispositions of assets, and any public offering of Spansion’s equity interests;

 

    a merger or consolidation resulting in the transfer of more than 50% of the equity interests;

 

    settlement of major legal proceedings and other actions;

 

    approval of certain material contracts between us and Spansion;

 

    changes to the equity capital structure of the Spansion, including the potential initial public offering of Spansion common stock; and

 

    winding-up Spansion or one of its material subsidiaries.

 

There can be no guarantee that our interests and those of Fujitsu will be aligned with respect to such decisions and we may be unable to take steps that we believe are desirable. In addition, a reduction in our percentage interest may result in our inability to appoint a majority of Spansion’s board of managers, which could result in the loss of effective control of Spansion, although the results of operations of Spansion may continue to impact significantly our results of operations and we still may be required to make loans to, and guarantee indebtedness of, Spansion.

 

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This excerpt taken from the AMD 10-Q filed May 6, 2005.

We are required to reach agreement with Fujitsu regarding certain actions of Spansion, and our interests may not be aligned.

 

We own 60 percent of the equity interest in Spansion while Fujitsu owns the remaining 40 percent. Although we are entitled to appoint a majority of the board of managers, which generally manages the affairs of Spansion, certain actions by Spansion require Fujitsu’s consent for as long as Fujitsu maintains specific levels of equity ownership in Spansion. In addition, based upon designated thresholds of Fujitsu’s percentage interest in Spansion, certain actions require the affirmative vote of at least a majority of the managers appointed by Fujitsu. These actions, which primarily represent protective rights for Fujitsu as a minority member, include:

 

    major investments, acquisitions and dispositions of assets;

 

    a merger or consolidation resulting in the transfer of more than 50% of the equity interests;

 

    settlement of major legal proceedings and other actions;

 

    approval of certain material contracts between us and Spansion;

 

    changes to the equity capital structure of the Spansion, including the potential initial public offering of Spansion common stock; and

 

    winding-up Spansion or one of its material subsidiaries.

 

There can be no guarantee that our interests and those of Fujitsu will be aligned with respect to such decisions and we may be unable to take steps that we believe are desirable. In addition, a reduction in our percentage interest may result in our inability to appoint a majority of Spansion’s board of managers, which could result in the loss of effective control of Spansion, although the results of operations of Spansion may continue to impact significantly our results of operations and we still may be required to make loans to, and guarantee indebtedness of, Spansion.

 

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