REG - Alphawave IP Group Qualcomm Inc - Scheme of Arrangement becomes Effective

Alphawave IPAnnouncement

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RNS Number : 1190M  Alphawave IP Group PLC  18 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

           18 December 2025

 

Recommended Acquisition

of

Alphawave IP Group plc ("Alphawave")

by

Aqua Acquisition Sub LLC ("Bidco"), an indirect wholly-owned subsidiary of
Qualcomm Incorporated ("Qualcomm")

Scheme of Arrangement becomes Effective

On 9 June 2025, in accordance with the UK City Code on Takeovers and Mergers
(the "Code"), the boards of Qualcomm, Bidco and Alphawave announced that they
had reached agreement on the terms and conditions of a recommended acquisition
by Bidco of the entire issued, and to be issued, ordinary share capital of
Alphawave (the "Acquisition"). The Acquisition is being implemented by means
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").

On 5 August 2025, the requisite majority of Alphawave Shareholders voted to
approve the Scheme at the Court Meeting and the requisite majority of
Alphawave Shareholders voted to pass the Special Resolution to implement the
Scheme and amend the Articles at the General Meeting.

On 27 November 2025, Alphawave announced that the Regulatory Conditions set
out in Part A of Part III of the Scheme Document had been satisfied (or, where
applicable, were intended to be waived).

On 16 December 2025, Alphawave announced that the Court had sanctioned the
Scheme at the Sanction Hearing held earlier on the same date.

Alphawave and Qualcomm are pleased to announce that, following the delivery of
a copy of the Court Order to the Registrar of Companies, the Scheme has today
become Effective in accordance with its terms and, pursuant to the Scheme, the
entire issued ordinary share capital of Alphawave is owned by Bidco and
Qualcomm.

Suspension and cancellation of listing and trading of Alphawave Shares

As previously announced, applications were made for the suspension, and
subsequent cancellation of listing of Alphawave Shares on the Official List
and the admission of Alphawave Shares to trading on the London Stock
Exchange's Main Market, and therefore the listing of Alphawave Shares on the
Official List and dealings in Alphawave Shares on the London Stock Exchange's
market for listed securities was suspended with effect from 7.30 a.m. today,
18 December 2025.

Applications have been made to the Financial Conduct Authority and the London
Stock Exchange in relation to the cancellation of the admission of Alphawave
on the Official List and the trading of Alphawave Shares on the London Stock
Exchange's Main Market, each of which are expected to take effect from 8:00
a.m. on 19 December 2025.

As a result of this Announcement, Alphawave is no longer in an "Offer Period"
as defined in the Code and accordingly the dealing disclosure requirements
previously notified to investors no longer apply.

Settlement

Under the terms of the Scheme, a Scheme Shareholder on the register of members
of Alphawave at the Scheme Record Time, being 6.00 p.m. on 17 December 2025,
is entitled to receive US$2.48 per Scheme Share held pursuant to the Cash
Offer, unless such Scheme Shareholder has made a valid election for an
Alternative Offer or a valid Currency Election, in each case by the Election
Return Time, being 1.00 p.m. on 15 December 2025.

A Scheme Shareholder who has made a valid Currency Election by the Election
Return Time is entitled to receive the cash consideration pursuant to the Cash
Offer in Sterling (after, if applicable, deduction of any transaction or
dealing costs (including any taxes) associated with the currency conversion)
in respect of all (but not part) of their holding of Scheme Shares at the
Prevailing Market Exchange Rate. A Scheme Shareholder who has made a valid
election for Alternative Offer 1 will receive 0.01662 of a New Qualcomm Share
for each Scheme Share held at the Scheme Record Time. A Scheme Shareholder who
has made a valid election for Alternative Offer 2 will receive 0.00964 of a
New Series A Qualcomm Exchangeable Security and 0.00698 of a New Series B
Qualcomm Exchangeable Security for each Scheme Share held at the Scheme Record
Time. In the event a Scheme Shareholder makes an election for an Alternative
Offer in respect of only part of their holding of Scheme Shares, such election
will be treated as an invalid election, and such Scheme Shareholder will
instead receive the full amount of the cash consideration pursuant to the Cash
Offer in respect of their entire holding of Scheme Shares.

As set out in the Scheme Document, any fractional entitlements of each Scheme
Shareholder who has validly elected for New Qualcomm Shares or New Qualcomm
Exchangeable Securities under the Alternative Offers in respect of their
Scheme Shares will be rounded down, in each case to the nearest whole number
of New Qualcomm Shares, New Series A Qualcomm Exchangeable Securities or New
Series B Qualcomm Exchangeable Securities (in each case, as applicable) per
Scheme Shareholder. Fractional entitlements to the New Qualcomm Shares, New
Series A Qualcomm Exchangeable Securities or New Series B Qualcomm
Exchangeable Securities (as applicable) will not be issued to such Scheme
Shareholder. Instead, all fractions of a New Qualcomm Share, New Series A
Qualcomm Exchangeable Security or New Series B Qualcomm Exchangeable Security
that a Scheme Shareholder would otherwise be entitled to receive will, at
Qualcomm's election in its sole discretion, either: (i) in respect of the New
Qualcomm Shares only, be aggregated and sold in the market with the net U.S.
dollar cash proceeds paid to the relevant Scheme Shareholder in lieu of such
fractional entitlements; or (ii) be rounded down and the relevant Scheme
Shareholder will be entitled to receive U.S. dollar cash in an amount (rounded
down to the nearest cent) that is equal to such fractional entitlements
multiplied by the last reported sale price of Qualcomm Shares on NASDAQ (as
reported in Bloomberg or, if not reported therein, in another authoritative
source selected by Qualcomm, Bidco and/or Qualcomm CanCo (if applicable)) on
the last trading day of NASDAQ prior to the Effective Date, and such cash
amount (net of any applicable taxes) will be paid to the relevant Scheme
Shareholder in lieu of such fractional entitlements.

Settlement of the cash consideration to which any Scheme Shareholder is
entitled pursuant to the Cash Offer or in respect of fractional entitlements
pursuant to either of the Alternative Offers, will be effected by way of the
despatch of cheques (for Scheme Shareholders holding Scheme Shares in
certificated form), the crediting of CREST accounts or electronic transfers
(for Scheme Shareholders holding Scheme Shares in uncertificated form), or
such other method as may be approved by the Panel, no later than 14 days after
the Effective Date.

New Qualcomm CDIs will be issued and credited to the relevant CREST account(s)
(in respect of uncertificated Scheme Shareholders that have validly elected
for Alternative Offer 1) within 14 days of the Effective Date.

Statements of ownership evidencing ownership of New Qualcomm Shares held
through DRS (in respect of certificated Scheme Shareholders that have validly
elected for Alternative Offer 1) will be despatched within 14 days of the
Effective Date.

Share certificates for the New Qualcomm Exchangeable Securities (in respect of
Scheme Shareholders that have validly elected for Alternative Offer 2) will be
dispatched by first class post or, if overseas, by airmail (or in each case by
such other method as is permitted by the Panel) as soon as practicable and in
any event within 14 days of the Effective Date (or such other period as may be
approved by the Panel) to each relevant Scheme Shareholder who has made a
valid Alternative Offer 2 Election at the postal address for such Scheme
Shareholder appearing in Alphawave's register of members at the Scheme Record
Time or, in the case of joint holders, to the holder whose name appears first
in such register in respect of the joint holding concerned.

As a result of the Scheme having become Effective, share certificates in
respect of Scheme Shares have ceased to be valid documents of title and
entitlements to Scheme Shares held in uncertificated form in CREST have been
cancelled.

Full details with respect to the settlement of consideration due to Scheme
Shareholders pursuant to the Cash Offer and Alternative Offers are set out in
the Scheme Document.

Board changes

As the Scheme has now become Effective, Alphawave confirms that as of today's
date, Tony Pialis, Rahul Mathur, Weili Dai and each of the non-executive
Alphawave Directors have resigned as directors of Alphawave and Kate Turner
and Niraj Galaiya have been appointed as directors of Alphawave, in each case
with immediate effect.

Alphawave Convertible Bonds

In relation to the Alphawave Convertible Bonds, a separate notice will be
shared with the Alphawave Convertible Bondholders today, confirming the
details of their entitlement to exercise their conversion rights and rights to
require redemption of their Alphawave Convertible Bonds pursuant to the terms
and conditions of the Alphawave Convertible Bonds (the "Notice to Alphawave
Convertible Bondholders").

A copy of the Notice to Alphawave Convertible Bondholders will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Alphawave's website at
https://awavesemi.com/investors/offer-documentation
(https://awavesemi.com/investors/offer-documentation) and Qualcomm's and
Bidco's website at
https://investor.qualcomm.com/update-details/update-details-offer/
(https://investor.qualcomm.com/update-details/update-details-offer/) .

Other

The scheme document in relation to the Scheme was published on 7 July 2025 and
is available at https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) (the "Scheme
Document").

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references to time in this Announcement are to the time in London, United
Kingdom unless otherwise stated.

Enquiries:

 Alphawave
 Tony Pialis, President & Chief Executive Officer                               ir@awavesemi.com

Rahul Mathur, Chief Operating & Financial Officer
+44 (0) 20 7717 5877
 Goldman Sachs International is acting as lead financial adviser to Alphawave,
 Barclays Bank PLC is acting as financial adviser and corporate broker to
 Alphawave and BMO Capital Markets Limited is acting as Rule 3 and Rule 15
 adviser to Alphawave.
 Qualcomm and Bidco
 Mauricio Lopez-Hodoyan, Investor Relations                                     +1 858 658 4813

 Clare Conley, Media Relations                                                  ire@qualcomm.com

                                                                                +1 858 845 5959

                                                                                corpcomm@qualcomm.com
 Evercore Partners International LLP (Financial Adviser to Qualcomm and Bidco)
 Stuart Francis                                                                 +44 (0) 20 7653 6000

 Ed Banks

 Preston Comey

 Harrison George
 Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal adviser to
 Qualcomm and Bidco. Linklaters LLP is acting as legal adviser to Alphawave.

This Announcement contains inside information in relation to Alphawave. On the
publication of this Announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain. The person
responsible for arranging the release of this Announcement on behalf of
Alphawave is John Hou, General Counsel of Alphawave.

Notes relating to Financial Advisers

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Alphawave as lead financial adviser and no one else in
connection with the Acquisition and other matters set out in this Announcement
and will not be responsible to anyone other than Alphawave for providing the
protections afforded to clients of Goldman Sachs, nor for providing advice in
connection with the Acquisition, the content of this Announcement or any
matter referred to herein. Neither Goldman Sachs nor any of Goldman Sachs'
subsidiaries, affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Goldman Sachs in connection with this Announcement, any statement
contained herein or otherwise. Goldman Sachs may have unrelated historic,
current and future roles with Qualcomm, from which they could receive
payment(s), earn profit(s) and/or may derive fee(s).

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively as financial adviser and corporate broker to
Alphawave and no one else in connection with the matters set out in this
Announcement and will not be responsible to anyone other than Alphawave for
providing the protections afforded to clients of Barclays nor for providing
advice in relation to the matters set out in or referred to in this
Announcement. In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the U.S. Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in Alphawave
securities on the London Stock Exchange. These purchases and activities by
exempt principal traders which are required to be made public in the United
Kingdom pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed
in the United States to the extent that such information is made public in the
United Kingdom.

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as Rule 3 and Rule 15 adviser
for Alphawave and for no one else in connection with the matters set out or
referred to in this Announcement and will not be responsible to anyone other
than Alphawave for providing the protections offered to clients of BMO nor for
providing advice in relation to the matters set out or referred to in this
Announcement. Neither BMO nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of BMO in connection with this Announcement, its contents and/or any
matter or statement set out or referred to herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority ("FCA") in the UK, is acting
exclusively as financial adviser to Qualcomm and Bidco and no one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Qualcomm and Bidco for providing the
protections afforded to clients of Evercore nor for providing advice in
connection with the matters referred to herein. Neither Evercore nor any of
its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Evercore in connection with this Announcement, any statement contained herein,
any offer or otherwise. Apart from the responsibilities and liabilities, if
any, which may be imposed on Evercore by the Financial Services and Markets
Act 2000, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this Announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this Announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Qualcomm and Bidco or the
matters described in this document. To the fullest extent permitted by
applicable law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
Announcement, or any statement contained herein.

Important Notices

This Announcement is for information purposes only. It does not constitute,
and is not intended to constitute, or form part of, any offer, invitation or
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise nor
will there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law.

This Announcement does not constitute a prospectus, prospectus equivalent
document or prospectus exempted document.

This Announcement has been prepared for the purpose of complying with the laws
of England and Wales, the UK Listing Rules and the Code and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions
outside England and Wales.

Overseas Shareholders

The release, publication or distribution of this Announcement and/or any
accompanying documents (in whole or in part) in or into or from certain
jurisdictions other than the United Kingdom, the United States or Canada may
be restricted by law and/or regulations. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.

To the fullest extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has been
prepared for the purposes of complying with English law and the Code and the
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside the United Kingdom. Unless otherwise determined by
Bidco, Qualcomm and/or Qualcomm CanCo or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.

The availability of the Cash Offer and the Alternative Offers to Alphawave
Shareholders and the availability of the Exchangeable Securities Offer to
Alphawave Exchangeable Shareholders who are not resident in the United
Kingdom, the United States or Canada may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom, the United States or Canada should inform
themselves of, and observe, any applicable legal and regulatory requirements.

The New Qualcomm Shares and the New Qualcomm Exchangeable Securities are not
being offered, sold, resold, taken up, transferred or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any Overseas Shareholders who are resident in, or are
nationals or citizens of, any Restricted Jurisdiction (or who are nominees,
custodians, trustees or guardians for, citizens, residents or nationals of
such Restricted Jurisdictions), except pursuant to an applicable exemption
from, or in a transaction not subject to, applicable securities laws of those
jurisdictions and/or where all regulatory approvals (where applicable) have
been validly obtained. Any individual acceptances of Alternative Offer 1,
Alternative Offer 2 or the Exchangeable Securities Alternative Offer (as
applicable) will only be valid if all regulatory approvals by an Alphawave
Shareholder or Alphawave Exchangeable Shareholder (as applicable) to acquire
the New Qualcomm Shares or the New Qualcomm Exchangeable Securities (as
applicable) have been obtained.

Alphawave Shareholders and Alphawave Exchangeable Shareholders should be aware
that the transaction contemplated herein may have tax consequences and that
such consequences, if any, are not described herein. Alphawave Shareholders
and Alphawave Exchangeable Shareholders should read the Scheme Document and
the Exchangeable Securities Offer Communication (and the related Form of
Acceptance) and are urged to consult with appropriate legal, business,
financial or tax advisers in connection with the consequences of the
Acquisition (including any election for Alternative Offer 1, Alternative Offer
2 or the Exchangeable Securities Alternative Offer, as applicable) on them.

The Acquisition will be subject to the laws of England and Wales, the
jurisdiction of the Court and the applicable requirements of the Code, the
Panel, the UK Listing Rules, the London Stock Exchange and the FCA. Further
details in relation to Overseas Shareholders are contained in the Scheme
Document.

Additional information for U.S. investors in Alphawave

The Acquisition relates to the shares of a company incorporated in England and
Wales and was implemented by means of a scheme of arrangement under the laws
of England and Wales. A transaction implemented by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the U.S. Exchange Act and other requirements of U.S. law.

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the United States' tender offer and
proxy solicitation rules.

Financial information relating to Alphawave included in the Scheme Document
has been or shall have been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to financial
information of U.S. companies or companies whose financial statements are
prepared in accordance with U.S. GAAP. U.S. GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom.

The receipt of consideration by a U.S. Holder for the transfer of its
Alphawave Shares pursuant to the Scheme or its Alphawave Exchangeable Shares
pursuant to the Exchangeable Securities Offer (as applicable) may have tax
consequences in the United States. Each Alphawave Shareholder and Alphawave
Exchangeable Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Acquisition
applicable to them, including under applicable U.S. state, federal and local,
as well as overseas and other tax laws.

Alphawave is organised under the laws of England and Wales. Some or all of the
officers and directors of Alphawave are residents of countries other than the
United States. In addition, most of the assets of Alphawave are located
outside the United States. As a result, it may be difficult for U.S.
shareholders of Alphawave or Alphawave ExchangeCo to effect service of process
within the United States upon Alphawave or their respective officers or
directors or to enforce against them a judgment of a U.S. court predicated
upon the federal or state securities laws of the United States. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment.

The New Qualcomm Shares and the New Qualcomm Exchangeable Securities
(including any Qualcomm Shares issuable in exchange for New Qualcomm
Exchangeable Securities) have not been, and will not be, registered under the
U.S. Securities Act, or applicable state securities laws and will not be
issued pursuant to a prospectus in any jurisdiction in Canada. The New
Qualcomm Shares and the New Qualcomm Exchangeable Securities (including any
Qualcomm Shares issuable in exchange for New Qualcomm Exchangeable Securities)
will not be issued to Alphawave Shareholders or Alphawave Exchangeable
Shareholders (as applicable) unless Qualcomm determines that they may be
issued: (i) pursuant to an exemption from, or in a transaction that is not
subject to, the registration requirements of the U.S. Securities Act as
provided by Section 3(a)(10) of the U.S. Securities Act or another available
exemption; and (ii) on a private placement basis and without causing Qualcomm
or any of its affiliates to become a "reporting issuer" for purposes of
applicable Canadian provincial or territorial securities laws.

The New Qualcomm Shares and the New Qualcomm Exchangeable Securities
(including any Qualcomm Shares issuable in exchange for New Qualcomm
Exchangeable Securities) are expected to be issued in reliance on the
exemption from the registration requirements of the U.S. Securities Act set
forth in Section 3(a)(10) thereof on the basis of the approval of the Court,
and similar exemptions from registration under applicable state securities
laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any
securities issued in exchange for one or more bona fide outstanding securities
from the general requirement of registration under the U.S. Securities Act,
where the terms and conditions of the issuance and exchange of such securities
have been approved by a court of competent jurisdiction that is expressly
authorised by law to grant such approval, after a hearing upon the substantive
and procedural fairness of the terms and conditions of such issuance and
exchange at which all persons to whom it is proposed to issue the securities
have the right to appear and receive timely and adequate notice thereof. The
Court is authorised to conduct a hearing at which the substantive and
procedural fairness of the terms and conditions of the Scheme will be
considered. For the purposes of qualifying for the exemption provided by
Section 3(a)(10) of the U.S. Securities Act, Alphawave will advise the Court
before the hearing that the Court's approval of the Scheme will constitute the
basis for an exemption from the registration requirements of the U.S.
Securities Act, pursuant to Section 3(a)(10).

The New Qualcomm Shares and any Qualcomm Shares issuable in exchange for the
New Series A Qualcomm Exchangeable Securities issued to persons other than
"affiliates" (defined as certain control persons, within the meaning of Rule
144 under the U.S. Securities Act) of Qualcomm will be freely transferable
under the laws of the United States after the Acquisition. Persons (whether or
not U.S. Persons) who are or will be "affiliates" of Qualcomm within 90 days
prior to the Effective Date, or of the Enlarged Group at any time after the
Effective Date, will be subject to certain transfer restrictions relating to
the New Qualcomm Shares and any Qualcomm Shares issuable in exchange for the
New Series A Qualcomm Exchangeable Securities under applicable U.S. laws and
regulations.

THE SCHEME, THE NEW QUALCOMM SHARES AND THE NEW QUALCOMM EXCHANGEABLE
SECURITIES TO BE ISSUED IN CONNECTION THEREWITH HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES REGULATORY AUTHORITY OF ANY
STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR THE
MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT OR THE SCHEME DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENCE.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Alphawave, Qualcomm or Bidco, any other member of the
Wider Alphawave Group or any other member of the Wider Qualcomm Group, contain
statements which are, or may be deemed to be, "forward-looking statements"
within the meaning of Section 27A of the U.S. Securities Act and Section 21E
of the U.S. Exchange Act. Such forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business strategies and
the environment in which Qualcomm, Bidco and Alphawave shall operate in the
future and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by those
statements.

The forward-looking statements contained in this Announcement relate to the
expected timing and scope of the Acquisition and other statements other than
historical facts. In some cases, these forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving",
"projects", "intends", "may", "will", "shall" or "should" or their negatives
or other variations or comparable terminology. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Qualcomm's
and Bidco's, Alphawave's, any member of the Qualcomm Group's or any member of
the Alphawave Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Qualcomm's and Bidco's, Alphawave's, any other
member of the Qualcomm Group's or any other member of the Alphawave Group's
business.

Although Qualcomm, Bidco and Alphawave believe that the expectations reflected
in such forward-looking statements are reasonable, none of Qualcomm, Bidco or
Alphawave (nor any of their respective associates, directors, officers or
advisers) can give any assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and
uncertainties because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements.

These factors include, but are not limited to: (i) uncertainties as to the
timing to complete the Acquisition; (ii) the ability to complete the
Acquisition; (iii) the effect of the Scheme Document and the Acquisition on
Alphawave's business relationships and employees; (iv) the ability to satisfy
or waive the Conditions on the proposed terms and schedule, including the risk
that regulatory approvals are not obtained or are obtained subject to
conditions that are not anticipated by the parties; (v) the effects of
disruption to Alphawave's business; (vi) the ability to achieve the potential
benefits of the Acquisition within the expected timeline or at all; (vii)
unknown liabilities; (viii) a deterioration in Qualcomm's or Bidco's future
results of operations, financial condition, cash flows or business prospects;
(ix) changes in the global, political, economic, business and competitive
environments and in market and regulatory forces; (x) changes in future
exchange and interest rates; (xi) changes in tax rates; (xii) changes in laws
or in supervisory expectations or requirements; and (xiii) other risks set
forth in Qualcomm's Annual Report on Form 10-K for the fiscal year ended 28
September 2025 and subsequent Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K (available free of charge at the
SEC's website at www.sec.gov) and in Alphawave's interim results for the six
months ended 30 June 2024 and subsequent annual report for the fiscal year
ended 31 December 2024 and interim results. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in light of such factors.

None of Alphawave, Qualcomm or Bidco, nor any of their respective associates
or directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. Given
these risks and uncertainties, potential investors should not place any
reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Alphawave Group, there may be additional
changes to the Alphawave Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to
Qualcomm, Bidco, Alphawave, any other member of the Qualcomm Group or the
Alphawave Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.

Alphawave, Qualcomm and Bidco (and their respective associates, directors,
officers or advisers) expressly disclaim any intention or obligation to update
or revise any forward-looking statements, other than as required by law, stock
exchange rules or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.

Publication on Website

A copy of this Announcement will be made available on Alphawave's and
Qualcomm's and Bidco's websites at
https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) and
https://investor.qualcomm.com/update-details/update-details-offer/
(https://investor.qualcomm.com/update-details/update-details-offer/)
respectively by no later than 12 noon on 19 December 2025. For the avoidance
of doubt, the contents of those websites are not incorporated and do not form
part of this Announcement.

 

 

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