高级微设备公司(Advanced Micro Devices Inc., 简称AMD)达成了斥资54亿美元收购显卡生产商ATI Technologies Inc.的协议。这是AMD为缩小与英特尔的技术差距、乃至最终实现超越所做的一次果敢尝试。

知情人士透露说，AMD董事会已于周日批准了这笔交易。

AMD的报价将ATI的每股股票作价20.47美元。其中16.40美元的部分为现金，剩余部分用AMD的股票置换，置换比率为1股ATI的股票可换0.2229股AMD的股票。
这个收购价比ATI上周五的收盘价高出24%，比ATI股价的30天移动平均值也高出35%。截至6月底，AMD共有25亿美元的现金和短期证券，因此，该公司准备举债来完成这笔交易。

两家公司的发言人均拒绝发表评论。

ATI以生产显卡芯片而闻名，其主要竞争对手是Nvidia Corp.。ATI还出品用于实现从内存读取数据等功能的芯片组。

英特尔通过在芯片组中整合显示芯片的做法对ATI和Nvidia造成了冲击。尽管整合的显卡远远不如ATI和Nvidia生产的专业显卡那样复杂，但足够完成诸多普通的任务了。

英特尔广泛的产品系列也给AMD造成了压力。这一点在笔记本电脑等市场上体现得尤为明显，其原因就在于英特尔的微处理器与其芯片组能够相得益彰，进而带来低能耗等诸多好处。这样的产品组合也帮助英特尔吸引了企业用户的大笔订单，因为这些大型企业往往要求芯片组经久耐用，从而降低维护成本。而在这一点上，AMD确实望尘莫及，因为它需要从其他零部件供应商那里进货，Endpoint Technologies Associates的分析师Roger Kay如是说。

ATI也为一些芯片组提供整合图形芯片，其整合图形芯片尤其为笔记本电脑所广泛采用。分析师们认为，这是一个双赢的结果：将ATI收归旗下可帮助AMD缩小与英特尔的差距，而被AMD收购将加快ATI的发展步伐。

Kay表示，我原先不大看好这笔交易，但现在认为ATI与AMD的结合是一个不错的选择。

似乎AMD正朝著最终超越英特尔的目标迈进，原因是现在看来单独的芯片组和图形处理器最终都会像微处理器一样被整合在一片晶圆上。如能抓住机遇的话，也许有一天AMD会推出将微处理器和高端图像芯片组融于一身、可实现多种任务的模块化芯片。

市场研究员Jon Peddie认为，只有AMD才能做到这一点。

这笔交易有待获得ATI股东的批准。知情人士透露说，AMD和ATI的交易顾问分别是摩根士丹利(Morgan Stanley)和瑞士信贷集团(Credit Suisse Group)。

DON CLARK / DENNIS K. BERMAN

香港时间2006年07月25日19:48更新

NEW YORK (Dow Jones)--Advanced Micro Devices Inc. (AMD) struck a $5.4 billion deal to acquire ATI Technologies Inc. (ATYT), making a bold bet that it can match and trump one of the biggest advantages of rival Intel Corp.

The companies' boards yesterday approved the transaction, which is expected to be formally announced today, people familiar with the situation said.

AMD will pay ATI shareholders cash and stock currently valued at about $20.47 for each ATI share, these people said. About $16.40 per share of the consideration - about $4.2 billion of the total transaction value - is cash; the remainder is in AMD stock, at an exchange ratio of 0.2229 share for every ATI share, they added.

The purchase price - one of the largest amounts paid for a chip maker - represents a premium of about 24% over the closing price of ATI's shares Friday, and about 35% based on a 30-day moving average of the stock, one person familiar with the proposed deal said. AMD, which had about $2.5 billion in cash and short-term securities at the end of June, plans to use debt to help finance the transaction.

Spokesmen for the two companies declined to comment.

The long-rumored deal's size and timing may prove contentious, as competition from Intel appears to be taking a toll on AMD's sales growth. But the combination might reshape the battle between the two companies, which now focuses solely on the microprocessors that serve as electronic brains in computers.

ATI, of Markham, Ontario, is best known for chips that handle PC graphics, a market where it competes with Nvidia Corp. But it also makes other accessory products called chip sets, which carry out functions such as fetching data from memory.

Intel, the biggest maker of chip sets, has put pressure on ATI and Nvidia by building graphics capability into those products. Such integrated graphics capability is far less sophisticated than the most advanced specialty chips from either company but good enough for many tasks.

The broad product line has hurt AMD, too. In markets such as laptop computers, controlling both chip sets and microprocessors has helped Intel offer such benefits as lower power usage. The combination also helps Intel woo big corporate personal-computer buyers, which want guarantees chip sets won't change for long periods, to hold down maintenance costs. AMD, relying on other component vendors, hasn't been able to guarantee such stability, said Roger Kay, an analyst at market researcher Endpoint Technologies Associates.

ATI offers integrated graphics in some chip sets, too, and is particularly strong in chips for portable computers - the fastest-growing part of the market. By buying ATI, analysts said, AMD can reduce Intel's advantages while helping ATI grow faster than it would have.

'I was pretty skeptical of this deal initially,' Mr. Kay said. 'I now think it's a good idea.'

AMD also appears to be gambling that it can eventually leapfrog Intel, as features now in separate chip sets and graphics processors eventually will be shifted onto the same piece of silicon as microprocessors. By exploiting that trend, AMD could one day offer PC makers the ability to configure modular, multifunction chips, assembled by choosing from combinations of microprocessors and extra sets of circuitry for high-end graphics and video.

'They will be the only company able to do that,' said Jon Peddie, a market researcher in Tiburon, Calif.

The transaction isn't without naysayers. That is partly because AMD has stressed the benefits of being a neutral partner for ATI and Nvidia, offering a choice of what it calls 'best-of-breed' products rather than pressuring PC makers to buy everything from one supplier.

AMD still needs Nvidia's support in selling both chip sets and graphics chips. AMD is expected to give assurances that it will continue to give PC makers a choice among component suppliers and to set up procedures to handle technical information in ways that treat ATI and Nvidia on evenhandedly. Nvidia and Intel spokesmen declined to comment.

Another possible concern is ATI's track record. The company has businesses beyond PCs, including graphics chips used in cellphones, digital televisions and videogame systems, including Microsoft Corp.'s Xbox 360 console.

But the company has fallen behind Nvidia lately in the high-end graphics chips gamers prefer. In late June, ATI issued a sales forecast that fell short of analysts' expectations, triggering a sharp drop in its stock price.

AMD is expected to predict that the combination will begin adding to earnings in 2007, with a significant contribution the following year. But the integration effort is likely to add to a series of management challenges, including spending to keep AMD's factories on par with Intel's and coping with a widening price war between the companies.

The competition weighed on AMD's second-quarter earnings results, released Thursday. AMD's shares, already halved from their 52-week high of $42.70 in March, fell an additional 16% Friday to $18.26, down $3.39, as of 4 p.m. in New York Stock Exchange composite trading.

Several news outlets reported a potential deal between AMD and ATI on Friday. ATI shares rose 83 cents, or 5.3%, to $16.56 as of 4 p.m. in Nasdaq Stock Market composite trading.

The transaction needs to be approved by ATI shareholders. Morgan Stanley advised AMD on the deal, and Credit Suisse Group advised ATI, people familiar with the situation said.

DON CLARK / DENNIS K. BERMAN