AMD agreed on May 18, 2025 to sell ZT Systems' manufacturing business to Sanmina, which was to pay up to $3.0 billion in cash and stock
The buyer was to pay $2.4 billion in cash plus Sanmina shares at the closing, and up to $450 million more if conditions were met afterward.
AMD, its subsidiary AMD Design and ZT Group Int'l signed an Equity Purchase Agreement with Sanmina Corporation on May 18, 2025, under which AMD Design would sell all of ZT's equity interests to Sanmina. AMD announced the agreement on May 19, 2025 as a sale of ZT Systems' U.S.-headquartered data center infrastructure manufacturing business, and said it would keep ZT Systems' design and customer enablement teams. It reported the agreement in an 8-K filed May 19, 2025, the current report a listed company files with the SEC to disclose an event; item 1.01 of an 8-K reports entry into a material definitive agreement.1,2,3,4,5,6
Sanmina was to pay AMD Design $3.0 billion in total for the sale of ZT's equity, contingent payment included, the 8-K said. At closing Sanmina was to pay $2.4 billion in cash, with adjustments for working capital and other items, and to issue shares set by dividing $150 million by its volume-weighted average share price over five trading days ending on the second trading day before closing. The seller was eligible to receive up to $450 million more in cash if conditions were met after closing. AMD Design agreed not to sell the Sanmina shares for three years after closing, except that it could sell one third after the first anniversary of closing and another one third after the second.7,8,9,10,11
AMD described itself as having driven innovation in high-performance computing, graphics and visualization technologies for more than 55 years. AMD said that, as part of the sale, Sanmina would become a preferred new product introduction manufacturing partner for AMD's cloud rack and cluster-scale AI solutions.12,13
Closing was subject to regulatory approvals among other conditions, and AMD said at the time that it expected it near the end of 2025. The agreement gave ZT and Sanmina termination rights, including if the sale was not completed by May 18, 2026, a date with two automatic extensions until Nov 18, 2026 while specified regulatory approvals remained outstanding. Sanmina would owe ZT a termination fee of up to $153 million if the agreement ended in certain circumstances tied to the failure to obtain regulatory approvals.14,15,16,17
AMD had said in August 2024, when it announced the original acquisition of ZT Systems, that it intended to seek a strategic partner to buy the manufacturing business.18
The documents we hold state no equity value or enterprise value for the deal. We hold the text of the 8-K and its press release but not the agreement itself, and neither text we hold mentions games.19,20
How each figure was checked
- the 8-K gives May 18, 2025 as the signing dateMay 18, 2025SEC EDGAR, Form 8-K filed May 19, 2025 ↗
- what the Equity Purchase Agreement providesSEC EDGAR, Form 8-K filed May 19, 2025 ↗
- AMD's press release announces the agreement to sell the manufacturing business to SanminaMay 19, 2025AMD press release, Exhibit 99.1 to the 8-K ↗
- AMD retains ZT Systems' design and customer enablement teamsAMD press release, Exhibit 99.1 to the 8-K ↗
- when the 8-K was filedMay 19, 2025
- the 8-K's items1.01, 7.01, 9.01
- the aggregate consideration Sanmina is to pay AMD Design, contingent consideration included$3.0 billionSEC EDGAR, Form 8-K filed May 19, 2025 ↗
- the cash part of the closing payment$2.4 billionSEC EDGAR, Form 8-K filed May 19, 2025 ↗
- how the number of Sanmina shares issued at closing is set$150 million; five trading daysSEC EDGAR, Form 8-K filed May 19, 2025 ↗
- the contingent cash the seller may receive$450 millionSEC EDGAR, Form 8-K filed May 19, 2025 ↗
- AMD Design's lock-up on Sanmina sharesthree years; one thirdSEC EDGAR, Form 8-K filed May 19, 2025 ↗
- how AMD describes itself55 yearsAMD press release, Exhibit 99.1 to the 8-K ↗
- Sanmina becomes a preferred manufacturing partner for AMDAMD press release, Exhibit 99.1 to the 8-K ↗
- a closing condition is regulatory approvalSEC EDGAR, Form 8-K filed May 19, 2025 ↗
- AMD expects the transaction to close near the end of 20252025AMD press release, Exhibit 99.1 to the 8-K ↗
- the outside date and its extensionsMay 18, 2026; two automatic extensions; November 18, 2026SEC EDGAR, Form 8-K filed May 19, 2025 ↗
- the termination fee ZT would receive from Sanmina$153 millionSEC EDGAR, Form 8-K filed May 19, 2025 ↗
- the intent to seek a partner for the manufacturing business was announced in August 2024August 2024AMD press release, Exhibit 99.1 to the 8-K ↗
- what the documents of this deal state about its value
- which documents of this filing our records hold
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The record
- Company
- AMD (CIK 2488)
- Form
- 8-K
- Accession
- 0001193125-25-122121
- Filed
- May 19, 2025
- Period of report
- May 18, 2025
- Items
- 1.01 Material agreement, 7.01 Reg FD disclosure
The deal
Reported in an 8-K- May 19, 2025
Material agreement, Reg FD disclosure8-KThis filing
Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.
SEC EDGAR ↗
The latest filing that moves this deal is an 8-K. Either it reports a material agreement (item 1.01), which doesn't say what the agreement is, so a deal listed only from it may not be a merger or a purchase; or it reports an acquisition or a sale of assets (item 2.01) and we hold no text of it that says the transaction was completed.
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