Filed by Xilinx, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933,
as amended, and deemed filed pursuant to
Rule 14a-12
under the Securities Exchange Act of 1934,
as amended
Subject Company: Xilinx, Inc.
Commission File No.: 000-18548
The following presentation was made available to employees
of Xilinx, Inc. at a townhall held by the CEO of Advanced Micro Devices, Inc. on October 29, 2020.
XILINX INTERNAL AMD+Xilinx Announcement Employee Session with Lisa Su October 2020
XILINX INTERNAL The Last 48 - Hours… 2 Updates: Analyst / press reaction Listening to you Updating available resources Actions: Follow the AMD - Xilinx Resource Center for notifications of new #AMA events, FAQ updates, Quick Hit videos, acquisition news, and more Attend next #AMA Nov (am) and Dec (pm) follow - up sessions on business / financial Remain focused on 2H FY21 priorities
XILINX INTERNAL About AMD Founded in 1969 Headquartered in Santa Clara, CA; operations worldwide in over 35 countries ~13,000 employees Purpose: To enable the world’s creators, researchers, inventors, and explorers to transform the lives of those around them through immersive and instinctive computing 3
XILINX INTERNAL #AMA Business and market opportunity Integration planning – what to expect over the next 12 months New, combined company structure AMD / Xilinx culture and shared philosophies 4
XILINX INTERNAL #AMA 1. Go to Slido.com on your computer/phone 2. Enter event code # Y917 3. Enter your Question 5 Business and market opportunity Integration planning – what to expect over the next 12 months New, combined company structure AMD / Xilinx culture and shared philosophies
XILINX INTERNAL #AMA 1. Go to Slido.com on your computer/phone 2. Enter event code # Y917 3. Enter your Question 6 Business and market opportunity Integration planning – what to expect over the next 12 months New, combined company structure AMD / Xilinx culture and shared philosophies
XILINX INTERNAL Thank You
* * *
Important Information
about the Merger and Where to Find It
In connection with the proposed transaction,
Advanced Micro Devices, Inc. (“AMD”) intends to file with the Securities and Exchange Commission (“SEC”)
a registration statement on Form S-4 that will include a joint proxy statement of Xilinx, Inc. (“Xilinx”) and
AMD and that will constitute a prospectus with respect to shares of AMD’s common stock to be issued in the proposed transaction
(“Joint Proxy Statement/Prospectus”). Each of Xilinx and AMD may also file other documents with the SEC regarding
the proposed transaction. This document is not a substitute for the Joint Proxy Statement/Prospectus or any other document which
Xilinx or AMD may file with the SEC. INVESTORS, XILINX STOCKHOLDERS AND AMD STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors, Xilinx stockholders and AMD stockholders will also be able to obtain free copies of the Joint Proxy Statement/Prospectus
(when available) and other documents containing important information about Xilinx, AMD and the proposed transaction that are or
will be filed with the SEC by Xilinx or AMD through the website maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by AMD will also be available free of charge on AMD’s website at ir.AMD.com or by contacting AMD’s Corporate
Secretary by email at Corporate.Secretary@AMD.com. Copies of the documents filed with the SEC by Xilinx will also be available
free of charge or by contacting Xilinx’s investor relations department at the following:
Xilinx, Inc.
2100 Logic Drive
San Jose, California 95124
Attention: Investor Relations
(408) 559-7778
ir@xilinx.com
www.investor.xilinx.com
Participants in the Solicitation
Xilinx or AMD and certain of their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding Xilinx’s directors and executive officers, including a description of their direct or indirect interests,
by security holdings or otherwise, is contained in Xilinx’s proxy statement for its 2020 annual meeting of stockholders
which was filed with the SEC on June 19, 2020. Information regarding AMD’s directors and executive officers, including a
description of their direct or indirect interests, by security holdings or otherwise, is contained in AMD’s proxy statement
for its 2020 annual meeting of stockholders which was filed with the SEC on March 26, 2020. Additional information regarding the
direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction,
including the interests of Xilinx and AMD directors and executive officers in the transaction, which may be different than those
of Xilinx and AMD stockholders generally, will be contained in the Joint Proxy Statement/Prospectus and any other relevant documents
that are or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources
indicated above.
No Offer or Solicitation
This communication is not intended to and
shall not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Xilinx’s
current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential
benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Xilinx and AMD, all of
which are subject to change. In this context, forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “could,” “seek,” “see,” “will,” “may,”
“would,” “might,” “potentially,” “estimate,” “continue,” “expect,”
“target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty
of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties,
many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the
proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to
consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a
timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will
be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.
Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction
on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management strategies for the management, expansion and growth of Xilinx’s
and AMD’s businesses and other conditions to the completion of the transaction; (ii) failure to realize the anticipated
benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses
of Xilinx and AMD; (iii) the impact of the COVID-19 pandemic on Xilinx’s business and general economic conditions; (iv)
Xilinx’s ability to implement its business strategy; (v) pricing trends, including Xilinx’s and AMD’s ability
to achieve economies of scale; (vi) potential litigation relating to the proposed transaction that could be instituted against
Xilinx, AMD or their respective directors; (vii) the risk that disruptions from the proposed transaction will harm Xilinx’s
or AMD’s business, including current plans and operations; (viii) the ability of Xilinx or AMD to retain and hire key personnel;
(ix) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed
transaction; (x) uncertainty as to the long-term value of AMD common stock; (xi) legislative, regulatory and economic developments
affecting Xilinx’s and AMD’s businesses; (xii) general economic and market developments and conditions; (xiii) the
evolving legal, regulatory and tax regimes under which Xilinx and AMD operate; (xiv) potential business uncertainty, including
changes to existing business relationships, during the pendency of the merger that could affect Xilinx’s and/or AMD’s
financial performance; (xv) restrictions during the pendency of the proposed transaction that may impact Xilinx’s or AMD’s
ability to pursue certain business opportunities or strategic transactions; (xvi) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Xilinx’s and AMD’s
response to any of the aforementioned factors; (xvii) geopolitical conditions, including trade and national security policies
and export controls and executive orders relating thereto; (xviii) Xilinx’s ability to provide a safe working environment
for members during the COVID-19 pandemic; and (xix) failure to receive the approval of the stockholders of AMD and/or Xilinx.
These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus
to be filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction. While the list of factors
presented here is, and the list of factors presented in the joint proxy statement/prospectus will be, considered representative,
no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results
as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect
on Xilinx’s or AMD’s consolidated financial condition, results of operations, or liquidity. Neither Xilinx nor AMD
assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other
applicable laws.
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