REG - Alphawave IP Group - Result of Meeting

Alphawave IPAnnouncement

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RNS Number : 0931U  Alphawave IP Group PLC  05 August 2025

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 August 2025

Recommended Acquisition

of

Alphawave IP Group plc ("Alphawave")

by

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

Results of Shareholder Meetings

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").

The scheme document in relation to the Scheme was published on 7 July 2025
(the "Scheme Document"), containing, amongst other things, the notices of the
Court Meeting and the General Meeting. 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.

Results of the Court Meeting and the General Meeting

Alphawave is pleased to announce that, at the Court Meeting and General
Meeting of the Scheme Shareholders and Alphawave Shareholders (respectively)
held earlier today at the offices of Linklaters LLP, One Silk Street, London,
EC2Y 8HQ in connection with the Acquisition, all the resolutions proposed were
duly passed.

At the Court Meeting, a majority in number of Scheme Shareholders present and
voting (either in person or by proxy), and who together represented at least
75 per cent. by value of the votes cast, voted in favour of the resolution to
approve the Scheme. The resolution was accordingly passed. At the General
Meeting, the Special Resolution to provide for the implementation of the
Scheme was also duly passed by the requisite majority (either in person or by
proxy) of Alphawave Shareholders.

COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the
results were as follows:

 Results of Court Meeting  No. of Scheme Shareholders voting*  % of Scheme Shareholders voting**  No. of Scheme Shares voted  % of Scheme Shares voted**  No. of Scheme Shares voted as a % of Scheme Shares eligible to be voted at the
                                                                                                                                                          Court Meeting**
 FOR                       38                                  86.36                              476,441,751                 99.97                       63.33
 AGAINST                   6                                   13.64                              159,625                     0.03                        0.02
 TOTAL                     44                                  100                                476,601,376                 100                         63.35

* Where a Scheme Shareholder cast some of their votes 'for' and some of their
votes 'against' the resolution, such Scheme Shareholder has been counted as
having voted both 'for' and 'against' the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column.

** All percentages have been rounded to two decimal places.

GENERAL MEETING

The voting on the Special Resolution to provide for the implementation of the
Scheme was taken on a poll and the results were as follows:

 Special Resolution                                                         FOR*                AGAINST        TOTAL        WITHHELD***
                                                                            Number       %**    Number   %**   Number       Number
 Approval of the implementation of the Scheme, including amendments to the  514,065,233  99.97  162,838  0.03  514,228,071  211,705
 Alphawave Articles

* Includes discretionary votes.

** All percentages have been rounded to two decimal places.

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'for' or 'against' the Special Resolution.

The total number of Alphawave Shares in issue at the Voting Record Time for
the General Meeting was 780,357,690. Alphawave does not hold any Alphawave
Shares in treasury. Therefore, the total number of voting rights in Alphawave
at the Voting Record Time for the General Meeting was 780,357,690.

A copy of the Special Resolution passed at the General Meeting has been
submitted to the Financial Conduct Authority and will shortly be available for
inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Status of Regulatory Conditions

The Acquisition is conditional on, amongst other things, the satisfaction or
waiver of the relevant Regulatory Conditions, including merger control
approvals in the U.S., Germany, South Korea and Canada and foreign direct
investment approvals, including in the UK. Alphawave is pleased to confirm
that clearance from the UK government has now been received in respect of the
notification made under the National Security and Investment Act 2021 for the
Acquisition. Alphawave will make further announcements through a Regulatory
Information Service with respect to the remaining Regulatory Conditions as and
when appropriate to do so, with such announcements also being made available
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/) .

Next steps and expected timetable

The expected timetable of principal events relating to the Scheme and other
matters remains as set out on pages 20 to 22 (inclusive) of the Scheme
Document.

The outcome of the Meetings means that Conditions 2(a) and 2(b) (as set out in
Part A of Part III of the Scheme Document) have been satisfied. The Scheme
remains conditional on the satisfaction (or, if applicable, waiver) of the
other Conditions set out in the Scheme Document, including the sanction of the
Scheme by the Court, as well as further terms, as described more fully in the
Scheme Document.

Subject to the satisfaction (or, if applicable, waiver) of the Conditions, the
Scheme is expected to become Effective during the first calendar quarter of
2026. An update to the expected timetable is expected to be announced
following receipt of the relevant regulatory approvals upon which the
Acquisition remains conditional. Alphawave will make further announcements
through a Regulatory Information Service, with such announcements also being
made available 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/) .

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 FCA in the UK, is acting exclusively as financial adviser to
Qualcomm and Bidco and no one else in connection with the Acquisition and
other 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
Acquisition, the content of this Announcement or any matter 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
Announcement. 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 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. Alphawave
Shareholders and Alphawave Exchangeable Shareholders should read 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.

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

Additional information for U.S. investors in Alphawave

The Acquisition relates to the shares of a company incorporated in England and
Wales and is proposed to be 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 Acquisition may, in the circumstances provided for in the Scheme Document,
instead be carried out by way of an Offer under the laws of England and Wales.
If Bidco exercises its right to elect (subject to the consent of the Panel,
where necessary, and the terms of the Co-operation Agreement) to implement the
Acquisition by way of an Offer, such Offer will be made in compliance with all
applicable U.S. laws and regulations, including any applicable exemptions
under the U.S. Exchange Act and the U.S. Securities Act.

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).

If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer or otherwise in a manner that is not exempt from the
registration requirements of the U.S. Securities Act, it or Qualcomm will file
a registration statement with the SEC that will contain a prospectus with
respect to the issuance of New Qualcomm Shares and the New Qualcomm
Exchangeable Securities under the U.S. Securities Act. In this event,
Alphawave Shareholders and Alphawave Exchangeable Shareholders are urged to
read the Scheme Document and any other relevant documents (as well as any
amendments or supplements to those documents) because they would contain
important information, and such documents would be available free of charge at
the SEC's website at www.sec.gov (http://www.sec.gov/) or by directing a
response to Bidco's and Qualcomm's contact for enquiries identified above. In
addition, if Bidco exercises its right to implement the Acquisition by way of
an Offer, which is to be made into the United States, such Offer will be made
in compliance with the applicable laws of the United States and regulations,
including Section 14(e) and Regulation 14E of the U.S. Exchange Act.

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.

In the event that the Acquisition is implemented by way of an Offer, in
accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S.
Exchange Act, Qualcomm or Bidco and certain of its or their affiliated
companies or nominees, or its or their brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Alphawave
Shares outside the United States, other than pursuant to the Acquisition,
until the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. If such purchases or arrangements to purchases were to be
made, they would occur either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with applicable
law, including United Kingdom laws and the U.S. Exchange Act. Any information
about such purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com
(http://www.londonstockexchange.com/) . To the extent that such information is
required to be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.

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 Quarterly Report on Form 10-Q for the quarterly period
ended 30 March 2025 and subsequent Quarterly Reports on Form 10-Q, Annual
Reports on Form 10-K 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of a target company or of any
securities exchange bidder (being any bidder other than a bidder in respect of
which it has been announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the commencement of
the offer period and, if later, following the announcement in which any
securities exchange bidder is first identified. An Opening Position Disclosure
must contain details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of: (i) the target
company; and (ii) any securities exchange bidder(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3:30 p.m. on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3:30 p.m. on the 10th
Business Day following the announcement in which any securities exchange
bidder is first identified. Relevant persons who deal in the relevant
securities of the target company or of a securities exchange bidder prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the target company or
of any securities exchange bidder must make a Dealing Disclosure if the person
deals in any relevant securities of the target company or of any securities
exchange bidder. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the target company; and
(ii) any securities exchange bidder(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. on the
Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of a target company or a securities exchange bidder, they shall be
deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the target company and by
any bidder and Dealing Disclosures must also be made by the target company, by
any bidder and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).

Details of the target and bidder companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk/, including details of the number of
relevant securities in issue, when the offer period commenced and when any
bidder was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Publication on Website

A copy of this Announcement will be made available on Alphawave's website and
Qualcomm's and Bidco's website 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 (London time) on 6 August 2025. For the
avoidance of doubt, the contents of these websites are not incorporated into
and do not form part of this Announcement.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Alphawave Shareholders, holders of convertible
instruments, persons with information rights, participants in the Alphawave
Share Plans and other relevant persons for the receipt of communications from
Alphawave may be provided to Bidco during the Offer Period as required under
Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement and the Scheme Document have
been subjected to rounding adjustments. Accordingly, figures shown for the
same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the
figures that precede them.

General

Investors should be aware that Qualcomm or Bidco may purchase Alphawave Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.

If you are in any doubt about the contents of this Announcement, the Scheme
Document or the action to be taken, you are recommended to consult immediately
your stockbroker, bank manager, solicitor, accountant, or other independent
financial adviser authorised under the Financial Services and Markets Act 2000
(as amended) if you are resident in the United Kingdom or, if you are in a
territory outside the United Kingdom, another appropriately authorised
financial adviser.

 

 

 

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