REG - Qualcomm Inc Alphawave IP Group - Recommended Acquisition
Today 07:05
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250609:nRSI9710La&default-theme=true
RNS Number : 9710L Qualcomm Inc 09 June 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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS, A PROSPECTUS
EQUIVALENT DOCUMENT OR A PROSPECTUS EXEMPT DOCUMENT AND ALPHAWAVE SHAREHOLDERS
SHOULD NOT MAKE ANY INVESTMENT DECISION REGARDING THE TRANSACTION DESCRIBED
HEREIN EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS
PROPOSED TO BE PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 June 2025
RECOMMENDED ACQUISITION
of
Alphawave IP Group plc
by
Aqua Acquisition Sub LLC
an indirect wholly-owned subsidiary of
Qualcomm Incorporated
to be implemented by means of a scheme of arrangement under Part 26 of the
Companies Act 2006
Summary
· The boards of Qualcomm Incorporated ("Qualcomm") and Aqua
Acquisition Sub LLC ("Bidco") and the board of Alphawave IP Group plc
("Alphawave") are pleased to announce that they have 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.
Cash Offer
· Under the terms of the Acquisition, each Alphawave
Shareholder will be entitled to receive:
for each Alphawave Share: US$2.48 in cash (the "Cash Offer")
· The Cash Offer represents a price of 183 pence per Alphawave
Share, based on the Announcement Exchange Rate, and values the entire issued,
and to be issued, ordinary share capital of Alphawave at approximately US$2.4
billion, and implies an enterprise value of approximately US$2.4 billion.
· The Cash Offer provides certain value at a significant
premium of approximately:
- 96 per cent. to the Closing Price of 94 pence per
Alphawave Share on the Unaffected Date;
- 70 per cent. to the volume-weighted average price of 108 pence
per Alphawave Share for the 30-day period ended on the Unaffected Date; and
- 59 per cent. to the volume-weighted average price of 115
pence per Alphawave Share for the six-month period ended on the Unaffected
Date.
· A facility will be made available under which Alphawave
Shareholders will be able to elect (subject to the terms and conditions of
such facility) to receive the cash consideration payable in connection with
the Cash Offer in Sterling (after, if applicable, deduction of any transaction
or dealing costs (including any taxes) associated with the currency
conversion) at the applicable market exchange rate on the latest practicable
date for fixing such rate prior to the relevant payment date. The amount
received by any Alphawave Shareholder validly electing to be paid their cash
consideration in Sterling may therefore be below or above 183 pence per
Alphawave Share depending on the applicable market exchange rate that is
applied.
Alternative Offers
· In addition, as an alternative to the Cash Offer,
eligible Alphawave Shareholders may elect, in respect of all (but not part) of
their holding of Alphawave Shares, to receive either (in each case in lieu of
any cash consideration under the Cash Offer):
for each Alphawave Share: 0.01662 of a New Qualcomm Share
("Alternative Offer 1")
or
for each Alphawave Share: 0.00964 of a New Series A Qualcomm Exchangeable
Security and 0.00698 of a New Series B Qualcomm Exchangeable Security
("Alternative Offer 2"),
each an "Alternative Offer" and together, the "Alternative Offers".
· Alternative Offer 1 values each Alphawave Share at 183
pence as at the Latest Practicable Date. Alternative Offer 2 values each
Alphawave Share at an equivalent value to Alternative Offer 1 on a see-through
basis assuming full exchange of the New Qualcomm Exchangeable Securities into
Qualcomm Shares in accordance with the terms of the New Qualcomm Exchangeable
Securities, and without applying any discount to account for (among other
things): (i) such securities not being listed; and (ii) the restrictions to
which they are subject prior to such exchange.
· Following completion of the Acquisition, the New Qualcomm
Shares to be issued in connection with Alternative Offer 1 will be listed and
principally traded on NASDAQ. The New Qualcomm Exchangeable Securities to be
issued in connection with Alternative Offer 2 (and the Exchangeable Securities
Alternative Offer) will not be listed.
· The Alternative Offers (and the issuance of the New
Qualcomm Shares or New Qualcomm Exchangeable Securities to eligible Alphawave
Shareholders) are subject to (amongst other things) the receipt of valid
elections from eligible electing Alphawave Shareholders. Alphawave
Shareholders who do not elect for an Alternative Offer, or who do not make a
valid election, will receive the full amount of the cash consideration due to
them pursuant to the Cash Offer in respect of their entire holding of
Alphawave Shares.
Alphawave dividends
· The Cash Offer (and, if applicable, the consideration due under
the terms of the Alternative Offers) assumes that Alphawave Shareholders will
not receive any dividend, distribution and/or any other return of capital or
value following the date of this Announcement.
· If, on or after the date of this Announcement and on or
before the Effective Date, any dividend, distribution and/or other return of
capital or value is announced, declared, made, paid or becomes payable in
respect of the Alphawave Shares, Qualcomm and Bidco reserve the right to
reduce the consideration payable under the terms of the Cash Offer (and, if
applicable, the consideration due under the terms of the Alternative Offers)
by an amount up to the amount of such dividend, distribution and/or other
return of capital or value (taking into account and subject to foreign
exchange rate adjustments). In these circumstances, the relevant eligible
Alphawave Shareholders will be entitled to receive and retain such dividend,
distribution and/or return of capital or value that is announced, declared,
made, paid or becomes payable, and any reference in this Announcement (or, as
applicable, the Scheme Document or the Offer Document) to the consideration
payable under the Cash Offer (and, if applicable, the consideration due under
the terms of the Alternative Offers) will be deemed to be a reference to the
consideration as so reduced. Any exercise by Qualcomm and Bidco of their
rights referred to in this paragraph will be the subject of an announcement
and, for the avoidance of doubt, will not be regarded as constituting any
revision or variation of the terms of the Scheme or the Acquisition.
Recommendation
· The Alphawave Directors, who have been so advised by
Goldman Sachs and BMO as to the financial terms of the Cash Offer, consider
the terms of the Cash Offer to be fair and reasonable. In providing their
advice to the Alphawave Directors, Goldman Sachs and BMO have taken into
account the commercial assessments of the Alphawave Directors. BMO is
providing independent financial advice to the Alphawave Directors for the
purposes of Rule 3 of the Code.
· Accordingly, the Alphawave Directors intend to
unanimously recommend that Alphawave Shareholders vote (or procure voting) in
favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting (or, in the event that the Acquisition is implemented by way of an
Offer, to accept or procure acceptance of such Offer), as those Alphawave
Directors who hold or are beneficially entitled to Alphawave Shares have each
irrevocably undertaken to do (or procure to be done) in respect of all of
their (and their connected persons') beneficial holdings of direct and
indirect interests in Alphawave Shares being, in aggregate, a total of
186,369,523 Alphawave Shares (representing approximately 24.1 per cent. of the
Relevant Alphawave Share Capital). The intentions of the Alphawave Directors
are set out in paragraph 5.
· The Alphawave Directors, who have been so advised by Goldman
Sachs and BMO as to the financial terms of Alternative Offer 1, consider the
terms of Alternative Offer 1 to be fair and reasonable. In providing their
advice to the Alphawave Directors, Goldman Sachs and BMO have taken into
account the commercial assessments of the Alphawave Directors. BMO is
providing independent financial advice to the Alphawave Directors for the
purposes of Rule 3 of the Code.
· The Alphawave Directors have reviewed the terms of
Alternative Offer 2 but, for the reasons described in paragraph 5, the
Alphawave Directors are unable to form a view as to whether or not the terms
of Alternative Offer 2 are fair and reasonable. Goldman Sachs and BMO are
unable to opine as to whether the financial terms of Alternative Offer 2 are
fair and reasonable, given the significant and variable impact of the
advantages and disadvantages of Alternative Offer 2, as set out in paragraph
5, for individual Alphawave Shareholders.
· In addition to the advantages and disadvantages set out in
paragraph 5, the Alphawave Directors note that whilst Alternative Offer 2
enables all Alphawave Shareholders to participate in the Qualcomm Exchangeable
Share Structure, the Qualcomm Exchangeable Share Structure has been developed
for the purposes of the Exchangeable Securities Offer. Please see paragraph 14
for further information in relation to the Exchangeable Securities Offer. In
providing their advice to the Alphawave Directors, Goldman Sachs and BMO have
taken into account the commercial assessments of the Alphawave Directors. BMO
is providing independent financial advice to the Alphawave Directors for the
purposes of Rule 3 of the Code.
· The Alphawave Directors, noting that the advantages and
disadvantages of Alternative Offer 1 and Alternative Offer 2 will vary
significantly based on the individual circumstances of each individual
Alphawave Shareholder, make no recommendation to Alphawave Shareholders in
relation to either Alternative Offer 1 or Alternative Offer 2. Alphawave
Shareholders are strongly encouraged to take into account such advantages and
disadvantages, as well as their particular circumstances, when deciding
whether to elect for Alternative Offer 1 or Alternative Offer 2.
· Further information in relation to the Alternative Offers,
the New Qualcomm Shares and New Qualcomm Exchangeable Securities (including
the advantages and disadvantages, risk factors and other investment
considerations, the key rights and restrictions attaching to the New Qualcomm
Exchangeable Securities, the intentions of the Alphawave Directors, as well as
the further terms and conditions of the Alternative Offers) is set out in
paragraphs 5, 12 and 13 and the Qualcomm Exchangeable Securities Term Sheet at
Appendix IV (and will be included in the Scheme Document).
Irrevocable undertakings
· Qualcomm and Bidco have received irrevocable
undertakings:
- from the Alphawave Directors and Non-Director Alphawave
Shareholders to vote (or procure voting) in favour of the Scheme at the Court
Meeting and the Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of an Offer, to accept or procure acceptance
of such Offer) in respect of their beneficial holdings of direct and indirect
interests in a total of 386,985,999 Alphawave Shares and Relevant Options
(representing approximately 50.1 per cent. of the Relevant Alphawave Share
Capital); and
- from Tony Pialis, Rajeevan Mahadevan and Jonathan Rogers to
elect (or procure an election) to receive New Qualcomm Exchangeable Securities
in respect of their entire beneficial holdings of direct and indirect
interests in a total of 266,890,336 Alphawave Shares (comprising 8,574,137
Alphawave Shares and 258,316,199 Alphawave Exchangeable Shares), representing
approximately 34.5 per cent. of the Relevant Alphawave Share Capital.
Offer Structure, Timetable and Conditions
· It is intended that the Acquisition will be implemented
by way of a Court-approved scheme of arrangement under Part 26 of the
Companies Act (although Bidco reserves the right to implement the Acquisition
by way of an Offer, subject to the consent of the Panel, where necessary, and
the terms of the Co-operation Agreement).
· The Acquisition is conditional on, amongst other things:
(i) the approval of Alphawave Shareholders of the Scheme at the Court Meeting;
(ii) the approval of Alphawave Shareholders of the Resolution to be proposed
at the General Meeting; (iii) the satisfaction or waiver of the relevant
antitrust approvals, including in the U.S., Germany, South Korea and Canada,
and foreign direct investment approvals, including in the UK, in each case if
and to the extent required; (iv) the sanction of the Scheme by the Court; and
(v) the delivery of a copy of the Court Order to the Registrar of Companies.
The Conditions to the Acquisition are set out in full in Appendix I along with
certain other terms. The full terms and conditions to the Acquisition will be
set out in the Scheme Document.
· The Acquisition will be put to Alphawave Shareholders for
approval at the Court Meeting and the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of Alphawave
Shareholders present and voting (and entitled to vote) at the Court Meeting,
either in person or by proxy, representing at least 75 per cent. in value of
the Alphawave Shares held and voted by those Alphawave Shareholders. In
addition, the Resolution implementing the Scheme must be passed by the
requisite majority of Alphawave Shareholders representing at least 75 per
cent. of votes cast at the General Meeting.
· It is expected that the Scheme Document, containing
further information about the Acquisition and notices of the Court Meeting and
General Meeting, together with the associated Forms of Proxy and Form(s) of
Election, will be dispatched to Alphawave Shareholders as soon as practicable
and, in any event, within 28 days of this Announcement (or such later time as
Alphawave, Bidco and the Panel may agree). The Court Meeting and General
Meeting are expected to be held as soon as reasonably practicable thereafter.
· The Acquisition is currently expected to complete during
the first calendar quarter of 2026, subject to the satisfaction or waiver
(where applicable) of the Conditions. An expected timetable of key events
relating to the Acquisition will be set out in the Scheme Document.
· Commenting on the Acquisition, Tony Pialis, President and
Chief Executive Officer of Alphawave, said:
"Qualcomm's acquisition of Alphawave represents a significant milestone for us
and an opportunity for our business to join forces with a respected industry
leader and drive value to our customers. By combining our resources and
expertise, we will be well-positioned to expand our product offerings, reach a
broader customer base, and enhance our technological capabilities. Together,
we will unlock new opportunities for growth, drive innovation, and create a
leading player in AI compute and connectivity solutions. For our shareholders,
the Alphawave Board is pleased that Qualcomm's offer provides an opportunity
to realise compelling value for their shares."
· Commenting on the Acquisition, Cristiano Amon, President
and Chief Executive Officer of Qualcomm, said:
"Under Tony's leadership Alphawave has developed leading high-speed wired
connectivity and compute technologies that are complementary to our
power-efficient CPU and NPU cores. Qualcomm's advanced custom processors are a
natural fit for data centre workloads. The combined teams share the goal of
building advanced technology solutions and enabling next-level connected
computing performance across a wide array of high growth areas, including data
centre infrastructure."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and the Appendices. The Conditions to, and certain
further terms of, the Acquisition are set out herein and in Appendix I and the
full terms and conditions of the Acquisition will be set out in the Scheme
Document. The bases of calculations and sources for certain financial
information contained in this Announcement are set out in Appendix II. Details
of the irrevocable undertakings received by Qualcomm and Bidco in relation to
the Acquisition are set out in Appendix III. The Qualcomm Exchangeable
Securities Term Sheet is set out in Appendix IV. Certain definitions and terms
used in this Announcement are set out in Appendix V.
Enquiries:
Qualcomm and Bidco
Mauricio Lopez-Hodoyan, Investor Relations +1 858 658 4813
ire@qualcomm.com
Clare Conley, Media Relations +1 858 845 5959
corpcomm@qualcomm.com
Evercore Partners International LLP (Financial Adviser to Qualcomm and Bidco) +44 (0) 20 7653 6000
Stuart Francis
Ed Banks
Preston Comey
Harrison George
Alphawave +44 (0) 20 7717 5877
Tony Pialis, President & Chief Executive Officer
Rahul Mathur, Chief Operating & Financial Officer
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 adviser to
Alphawave.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal adviser to
Qualcomm and Bidco. Linklaters LLP is acting as legal adviser to Alphawave.
Important Notices
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 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.
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.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority 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
(http://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 Financial Conduct Authority, is acting exclusively as
Rule 3 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.
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. The Acquisition will be made solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote or decision in respect of, or other
response to, the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, the Offer Document).
Alphawave will prepare the Scheme Document to be distributed to Alphawave
Shareholders. Alphawave Shareholders are urged to read the Scheme Document
when it becomes available because it will contain important information in
relation to the Acquisition.
This Announcement does not constitute a prospectus, prospectus equivalent
document or prospectus exemption 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 in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
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.
Unless otherwise determined by Qualcomm or Bidco 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
may be affected by the laws of the relevant jurisdictions in which they are
resident. In particular, the ability of persons who are not resident in the
United Kingdom to vote their Alphawave Shares at the Court Meeting or the
General Meeting, or to appoint another person as proxy to vote at the Court
Meeting or General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom 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 are urged to consult with appropriate
legal, tax and financial 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.
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 this Announcement and
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 generally accepted
accounting principles in the United States ("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 this Announcement,
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 United States 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 United States 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 have not
been, and will not be, registered under the U.S. Securities Act, or applicable
state securities laws. The New Qualcomm Shares and the 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 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.
The New Qualcomm Shares and the 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 these documents and any other relevant 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 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 transferrable 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 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 of the United States, other than pursuant to the Acquisition,
until the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. 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) .
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. 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
Qualcomm and Bidco's and Alphawave's respective future prospects, developments
and business strategies, 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 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 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 Announcement 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 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 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/ (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.
No profit forecasts, estimates or quantified financial benefits statement
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for Qualcomm, Bidco or Alphawave, as appropriate, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Qualcomm, Bidco or
Alphawave, as appropriate.
Publication on website and availability of hard copies
A copy of this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Qualcomm's and Bidco's website and Alphawave's website at
https://investor.qualcomm.com/update-details/update-details-offer/
(https://investor.qualcomm.com/update-details/update-details-offer/) and
https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) , respectively, by no
later than 12 noon on 10 June 2025. For the avoidance of doubt, the contents
of these websites or any other website accessible from hyperlinks are not
incorporated into and do not form part of this Announcement.
You may request a hard copy of this Announcement by contacting Equiniti
Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by
telephone on +44 (0)371 384 2030 between 8.30 a.m. and 5.30 p.m. Monday to
Friday (excluding English and Welsh public holidays). Calls from outside the
UK will be charged at the applicable international rate. You may also request
that all future documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Alphawave Shareholders, persons with information
rights 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 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement 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
Bidco reserves the 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 as an alternative to the Scheme. In such event,
the Offer will be implemented on substantially the same terms and conditions,
so far as is applicable, as those which would apply to the Scheme (subject to
appropriate amendments to reflect the change in method of implementation and
the terms of the Co-operation Agreement).
If the Acquisition is implemented by way of an Offer, and such an Offer
becomes or is declared unconditional and sufficient acceptances are received,
Bidco intends to exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act so as to acquire compulsorily the remaining
Alphawave Shares in respect of which the Offer has not been accepted.
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 or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
Inside information
The information in this Announcement is deemed by Alphawave to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014 (as it forms part of English law by virtue of the European Union
(Withdrawal) Act 2018). 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 Rahul Mathur, Alphawave's Chief Operating &
Financial Officer.
Rule 2.9 Disclosure: Alphawave
In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
Alphawave confirms that it has 763,424,412 ordinary shares of £0.01 each in
issue. There are no shares held in treasury. Alphawave's ordinary shares are
listed on the Official List and admitted to trading on the Main Market of the
London Stock Exchange. The International Securities Identification Number
(ISIN) for the ordinary shares is GB00BNDRMJ14.
In addition, Alphawave issued 20,571,995 warrants, convertible into an
aggregate of 20,571,995 ordinary shares of £0.01 each in Alphawave to a
leading North American hyperscaler. The warrants remain outstanding and will
expire on 28 September 2031 (extended to 28 September 2034 in the event of a
de-listing of Alphawave). The initial exercise price of the warrants was
£1.4236, subject to adjustment in the event of certain dilutive corporate
actions undertaken by Alphawave, including issuances of ordinary shares or
convertible securities, or any split, subdivision or reclassification of its
ordinary shares. The warrants are transferable but are certificated and are
not exchange traded instruments.
Alphawave has also issued US$150 million senior unsecured convertible bonds
due 1 March 2030. The convertible bonds are convertible into ordinary shares
of Alphawave at a conversion price of US$1.9423 per ordinary share. The
conversion price is subject to adjustment in the event of certain dilutive
corporate actions and time-based adjustment in the event of a change of
control of Alphawave. If all of the convertible bonds were to be converted to
ordinary shares at the unadjusted conversion price, it would result in a
further 77,228,028 ordinary shares being issued. The International Securities
Identification Number for the convertible bonds is XS2962835257.
Rule 2.9 Disclosure: Qualcomm
In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
Qualcomm confirms that it has 1,087,503,078 shares of common stock with a par
value of US$0.0001 each in issue. There are no shares held in treasury.
Qualcomm's common stock is listed and principally traded on NASDAQ under the
symbol "QCOM". The International Securities Identification Number (ISIN) for
the ordinary shares is US7475251036.
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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS, A PROSPECTUS
EQUIVALENT DOCUMENT OR A PROSPECTUS EXEMPT DOCUMENT AND ALPHAWAVE SHAREHOLDERS
SHOULD NOT MAKE ANY INVESTMENT DECISION REGARDING THE TRANSACTION DESCRIBED
HEREIN EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS
PROPOSED TO BE PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 June 2025
RECOMMENDED ACQUISITION
of
Alphawave IP Group plc
by
Aqua Acquisition Sub LLC
an indirect wholly-owned subsidiary of
Qualcomm Incorporated
to be implemented by means of a scheme of arrangement under Part 26 of the
Companies Act 2006
1. Introduction
The boards of Qualcomm Incorporated ("Qualcomm") and Aqua Acquisition Sub LLC
("Bidco") and the board of Alphawave IP Group plc ("Alphawave") are pleased to
announce that they have 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.
It is intended that the Acquisition will be implemented by way of a
Court-approved scheme of arrangement under Part 26 of the Companies Act
(although Bidco reserves the right to implement the Acquisition by way of an
Offer, subject to the consent of the Panel, where necessary, and the terms of
the Co-operation Agreement).
2. The Acquisition
Cash Offer
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix I and the full terms and conditions to
be set out in the Scheme Document, each Alphawave Shareholder will be entitled
to receive:
for each Alphawave Share: US$2.48 in cash (the "Cash Offer")
The Cash Offer represents a price of 183 pence per Alphawave Share, based on
the Announcement Exchange Rate, and values the entire issued, and to be
issued, ordinary share capital of Alphawave at approximately US$2.4 billion,
and implies an enterprise value of approximately US$2.4 billion.
The Cash Offer provides certain value at a significant premium of
approximately:
· 96 per cent. to the Closing Price of 94 pence per
Alphawave Share on the Unaffected Date;
· 70 per cent. to the volume-weighted average price of 108
pence per Alphawave Share for the 30-day period ended on the Unaffected Date;
and
· 59 per cent. to the volume-weighted average price of 115
pence per Alphawave Share for the six-month period ended on the Unaffected
Date.
Foreign Exchange Facility
A facility will be made available under which Alphawave Shareholders will be
able to elect (subject to the terms and conditions of such facility) to
receive the cash consideration payable in connection with the Cash Offer in
Sterling (after, if applicable, deduction of any transaction or dealing costs
(including any taxes) associated with the currency conversion) at the
applicable market exchange rate on the latest practicable date for fixing such
rate prior to the relevant payment date (the "Foreign Exchange Facility"). The
amount received by any Alphawave Shareholder validly electing to be paid their
cash consideration in Sterling may therefore be below or above 183 pence per
Alphawave Share depending on the applicable market exchange rate that is
applied. Further details of the Foreign Exchange Facility and the election to
be made by Alphawave Shareholders who wish to receive their cash consideration
in Sterling using the Foreign Exchange Facility will be set out in the Scheme
Document and the applicable Form(s) of Election.
Alternative Offers
In addition, as an alternative to the Cash Offer, eligible Alphawave
Shareholders may elect, in respect of all (but not part) of their holding of
Alphawave Shares, to receive either (in each case in lieu of any cash
consideration under the Cash Offer):
for each Alphawave Share: 0.01662 of a New Qualcomm Share ( "Alternative Offer
1")
or
for each Alphawave Share: 0.00964 of a New Series A Qualcomm Exchangeable
Security and 0.00698 of a New Series B Qualcomm Exchangeable Security
("Alternative Offer 2"),
each an "Alternative Offer" and together, the "Alternative Offers".
Alternative Offer 1 values each Alphawave Share at 183 pence as at the Latest
Practicable Date. Alternative Offer 2 values each Alphawave Share at an
equivalent value to Alternative Offer 1 on a see-through basis assuming full
exchange of the New Qualcomm Exchangeable Securities into Qualcomm Shares in
accordance with the terms of the New Qualcomm Exchangeable Securities, and
without applying any discount to account for (among other things): (i) such
securities not being listed; and (ii) the restrictions to which they are
subject prior to such exchange.
Following completion of the Acquisition, the New Qualcomm Shares to be issued
in connection with Alternative Offer 1 will be listed and principally traded
on NASDAQ. The New Qualcomm Exchangeable Securities to be issued in connection
with Alternative Offer 2 (and the Exchangeable Securities Alternative Offer)
will not be listed.
Further details in relation to the Alternative Offers, the New Qualcomm Shares
and the New Qualcomm Exchangeable Securities are set out in paragraphs 5, 12
and 13 and the Qualcomm Exchangeable Securities Term Sheet at Appendix IV.
Exchangeable Securities Offer
Qualcomm and Bidco are also proposing to make a proposal to the Alphawave
Exchangeable Shareholders in connection with the Acquisition (the
"Exchangeable Securities Offer"). Further details in relation to the
Exchangeable Securities Offer are set out in paragraph 14.
3. Alphawave dividends
The Cash Offer (and, if applicable, the consideration due under the terms of
the Alternative Offers) assumes that Alphawave Shareholders will not receive
any dividend, distribution and/or any other return of capital or value
following the date of this Announcement.
If, on or after the date of this Announcement and on or before the Effective
Date, any dividend, distribution and/or other return of capital or value is
announced, declared, made, paid or becomes payable in respect of the Alphawave
Shares, Qualcomm and Bidco reserve the right to reduce the consideration
payable under the terms of the Cash Offer (and, if applicable, the
consideration due under the terms of the Alternative Offers) by an amount up
to the amount of such dividend, distribution and/or other return of capital or
value (taking into account and subject to foreign exchange rate adjustments).
In these circumstances, the relevant eligible Alphawave Shareholders will be
entitled to receive and retain such dividend, distribution and/or return of
capital or value that is announced, declared, made, paid or becomes payable,
and any reference in this Announcement (or, as applicable, the Scheme Document
or the Offer Document) to the consideration payable under the Cash Offer (and,
if applicable, the consideration due under the terms of the Alternative
Offers) will be deemed to be a reference to the consideration as so reduced.
Any exercise by Qualcomm and Bidco of their rights referred to in this
paragraph will be the subject of an announcement and, for the avoidance of
doubt, will not be regarded as constituting any revision or variation of the
terms of the Scheme or the Acquisition.
4. Background to and reasons for the Acquisition
Qualcomm relentlessly innovates to deliver intelligent computing everywhere,
helping the world tackle some of its most important challenges. Building on 40
years of technology leadership in creating era-defining breakthroughs,
Qualcomm delivers a broad portfolio of solutions built with leading-edge AI,
high-performance, low-power computing and connectivity.
The Alphawave Group is a global leader in high-speed wired connectivity and
compute technologies delivering IP, custom silicon, connectivity products and
chiplets that drive faster, more reliable data transfer with higher
performance and lower power consumption. The Alphawave Group's products form a
part of the core infrastructure enabling next generation services in a wide
array of high growth applications, including data centres, AI, data networking
and data storage.
Qualcomm's Qualcomm Oryon™ CPU and Qualcomm® Hexagon™ NPU processors are
well positioned to meet the growing demand for high-performance,
energy-efficient compute solutions, which is being driven by a rapid increase
in AI inferencing and the transition to custom CPUs in data centres. The
Acquisition aims to further accelerate, and provide key assets for, Qualcomm's
expansion into data centres.
The Alphawave Group's high-speed wired connectivity and compute technologies
complement Qualcomm's next generation Qualcomm Oryon™ CPU and Qualcomm®
Hexagon™ NPU processors, as well as Qualcomm's Cloud AIX00 portfolio, which
includes a comprehensive AI Inference Suite. Additionally, the Acquisition
brings to Qualcomm the Alphawave Group's world-class management team supported
by approximately 1,000 employees globally, with research and development
centres in Canada, India, the U.S. and Israel.
5. Recommendation
The Alphawave Directors, who have been so advised by Goldman Sachs and BMO as
to the financial terms of the Cash Offer, consider the terms of the Cash Offer
to be fair and reasonable. In providing their advice to the Alphawave
Directors, Goldman Sachs and BMO have taken into account the commercial
assessments of the Alphawave Directors. BMO is providing independent financial
advice to the Alphawave Directors for the purposes of Rule 3 of the Code.
Accordingly, the Alphawave Directors intend to unanimously recommend that
Alphawave Shareholders vote (or procure voting) in favour of the Scheme at the
Court Meeting and the Resolution at the General Meeting (or, in the event that
the Acquisition is implemented by way of an Offer, to accept or procure
acceptance of such Offer), as those Alphawave Directors who hold or are
beneficially entitled to Alphawave Shares have each irrevocably undertaken to
do (or procure to be done) in respect of all of their (and their connected
persons') beneficial holdings of direct and indirect interests in Alphawave
Shares being, in aggregate, a total of 186,369,523 Alphawave Shares
(representing approximately 24.1 per cent. of the Relevant Alphawave Share
Capital). The intentions of the Alphawave Directors are set out below.
The Alphawave Directors, who have been so advised by Goldman Sachs and BMO as
to the financial terms of Alternative Offer 1, consider the terms of
Alternative Offer 1 to be fair and reasonable. In providing their advice to
the Alphawave Directors, Goldman Sachs and BMO have taken into account the
commercial assessments of the Alphawave Directors. BMO is providing
independent financial advice to the Alphawave Directors for the purposes of
Rule 3 of the Code.
The Alphawave Directors have reviewed the terms of Alternative Offer 2 but,
for the reasons described further below, the Alphawave Directors are unable to
form a view as to whether or not the terms of Alternative Offer 2 are fair and
reasonable. Goldman Sachs and BMO are unable to opine as to whether the
financial terms of Alternative Offer 2 are fair and reasonable, given the
significant and variable impact of the advantages and disadvantages of
Alternative Offer 2, as set out below, for individual Alphawave Shareholders.
In addition to the advantages and disadvantages set out below, the Alphawave
Directors note that whilst Alternative Offer 2 enables all Alphawave
Shareholders to participate in the Qualcomm Exchangeable Share Structure, the
Qualcomm Exchangeable Share Structure has been developed for the purposes of
the Exchangeable Securities Offer. Please see paragraph 14 for further
information in relation to the Exchangeable Securities Offer. In providing
their advice to the Alphawave Directors, Goldman Sachs and BMO have taken into
account the commercial assessments of the Alphawave Directors. BMO is
providing independent financial advice to the Alphawave Directors for the
purposes of Rule 3 of the Code.
The Alphawave Directors, noting that the advantages and disadvantages of
Alternative Offer 1 and Alternative Offer 2 will vary significantly based on
the individual circumstances of each individual Alphawave Shareholder, make no
recommendation to Alphawave Shareholders in relation to either Alternative
Offer 1 or Alternative Offer 2. Alphawave Shareholders are strongly encouraged
to take into account such advantages and disadvantages, as well as their
particular circumstances, when deciding whether to elect for Alternative Offer
1 or Alternative Offer 2.
The Alphawave Directors note that the Exchangeable Securities Offer is
intended to:
· facilitate the ability of the holders of Alphawave
Exchangeable Shares, including Tony Pialis, Rajeevan Mahadevan and Jonathan
Rogers, to exchange their existing Alphawave Exchangeable Shares for New
Qualcomm Exchangeable Securities in a manner that facilitates their ability to
participate in the Acquisition without being required to retract their
Alphawave Exchangeable Shares as against Alphawave ExchangeCo; and
· support the satisfaction by Alphawave of its existing
contractual obligations, namely to use its reasonable efforts in good faith to
take all such actions and do all such things as are necessary or desirable to
enable and permit the Alphawave Exchangeable Shareholders to participate in
the Acquisition, to the same extent and on an economically equivalent basis as
Alphawave Shareholders, without discrimination, and in particular, without
being required to retract the Alphawave Exchangeable Shares as against
Alphawave ExchangeCo.
Accordingly, the Alphawave Directors note to Alphawave Shareholders that
Alternative Offer 2 may not be relevant to, or appropriate for, Alphawave
Shareholders.
In considering the terms of the Alternative Offers, the Alphawave Directors
have considered the key advantages and disadvantages of electing for the
Alternative Offers outlined below:
Advantages of electing for Alternative Offer 1
· Alternative Offer 1 permits Alphawave Shareholders to
invest directly in the Enlarged Group, providing a continuing investment in a
group with a common goal of building advanced technology solutions to be at
the forefront of industry innovation.
· Electing for Alternative Offer 1 allows Alphawave
Shareholders to participate in any future value creation and may ultimately
deliver greater value than the Cash Offer (although this cannot be
guaranteed).
Disadvantages of electing for Alternative Offer 1
· Alphawave Shareholders will only be able to elect for
Alternative Offer 1 in relation to their entire holding of Alphawave Shares
and not part only.
· Alphawave Shareholders should be aware that there are
risks in the implementation of any combination, and the Enlarged Group may not
be able to successfully implement its strategic aims.
· The market value of the New Qualcomm Shares may go down
as well as up due to a number of factors outside the control of the Enlarged
Group.
· At, prior to or following the Effective Date, Alternative
Offer 1 could represent a discount to the value of the Cash Offer.
· Alphawave Shareholders that receive New Qualcomm Shares
will become shareholders in a Delaware corporation listed and principally
traded on NASDAQ. The rights of, and protections afforded to, such
shareholders are different to those of a shareholder in a company incorporated
in England and Wales and listed on the London Stock Exchange. Further, some
Alphawave Shareholders may not be able to hold U.S. securities, for example,
because they are resident or located in certain jurisdictions, or due to the
terms of their constitutional or governing documentation.
· Alphawave Shareholders that receive New Qualcomm Shares
would be exposed to the principal risks and uncertainties relating to Qualcomm
and Qualcomm Shares as set out in Qualcomm's filings with the SEC, including
Item 1A of Part I of Qualcomm's Annual Report on Form 10-K for the fiscal year
ended 29 September 2024, and any subsequent Quarterly Reports on Form 10-Q,
Annual Reports on Form 10-K and Current Reports on Form 8-K.
Advantages of electing for Alternative Offer 2
· Alternative Offer 2 permits Alphawave Shareholders to
invest indirectly in the Enlarged Group, and directly once the New Qualcomm
Exchangeable Securities are ultimately exchanged for Qualcomm Shares pursuant
to the exchange mechanics set out in the Qualcomm Exchangeable Securities Term
Sheet, providing a continuing investment in a group with a common goal of
building advanced technology solutions to be at the forefront of industry
innovation.
· Electing for Alternative Offer 2 allows Alphawave
Shareholders to participate in any future value creation and may ultimately
deliver greater value than the Cash Offer (although this cannot be
guaranteed).
Alphawave Shareholders should note that the advantages of electing for
Alternative Offer 1 also apply to elections for Alternative Offer 2. There are
no additional advantages of electing for Alternative Offer 2.
Disadvantages of electing for Alternative Offer 2
· Alphawave Shareholders will only be able to elect for
Alternative Offer 2 in relation to their entire holding of Alphawave Shares
and not part only.
· Until the New Qualcomm Exchangeable Securities are
ultimately exchanged for Qualcomm Shares:
- save for certain limited permitted transfers for estate
or personal tax planning purposes, the New Qualcomm Exchangeable Securities
will be non-transferable;
- the New Qualcomm Exchangeable Securities comprise
securities in a private company formed under the laws of Canada, are unquoted
and will not be listed or admitted to trading on any stock exchange or market
for trading of securities (and will not be registered under the U.S.
Securities Act). In conjunction with the non-transferability of the New
Qualcomm Exchangeable Securities (save as described above), the New Qualcomm
Exchangeable Securities will, therefore, be illiquid (save that the New Series
A Qualcomm Exchangeable Securities will become liquid upon exchange for
Qualcomm Shares). As a result, any assessment of the value of the New Qualcomm
Exchangeable Securities should take into account an individual shareholder's
assessment of an appropriate liquidity discount;
- whilst the New Qualcomm Exchangeable Securities may
ultimately be exchanged for Qualcomm Shares and, accordingly, their value is
related to the value of Qualcomm Shares, the value of the New Qualcomm
Exchangeable Securities is uncertain, as they are not listed or transferable
and their exchange into Qualcomm Shares is subject to the limitations and
restrictions as summarised in the Qualcomm Exchangeable Securities Term Sheet
set out in Appendix IV;
- upon the Scheme becoming Effective, Qualcomm CanCo will
be controlled by Qualcomm and the holders of New Qualcomm Exchangeable
Securities will not have any voting rights in Qualcomm Shares (or otherwise),
and will therefore have no influence over decisions made by Qualcomm in
relation to its investment in the Enlarged Group or by Qualcomm CanCo, save
that upon exchange of the New Series A Qualcomm Exchangeable Securities for
Qualcomm Shares, holders of such Qualcomm Shares will be free to vote, in
their discretion, all such Qualcomm Shares;
- the New Series B Qualcomm Exchangeable Securities will
be subject to a lock-up restriction for a maximum period of four years from
the Effective Date. From the Effective Date until the Final Release Date, the
New Series B Qualcomm Exchangeable Securities will not be exchangeable for
Qualcomm Shares, save that 6.25 per cent. of the total amount of New Series B
Qualcomm Exchangeable Securities received by an Alphawave Shareholder upon the
Acquisition becoming Effective will be automatically converted into New Series
A Qualcomm Exchangeable Securities on a one-for-one basis on each Quarterly
Release Date for a total of sixteen Quarterly Release Dates following the
Effective Date;
- holders of New Series B Qualcomm Exchangeable Securities
will not be entitled to receive dividends that are declared and paid by
Qualcomm in respect of Qualcomm Shares in the same manner as New Series A
Qualcomm Exchangeable Securities or holders of Qualcomm Shares. The pro-rata
portion of any cash dividends a holder of New Series B Qualcomm Exchangeable
Securities would be entitled to receive if such holder had exchanged (and were
permitted to exchange) its New Series B Qualcomm Exchangeable Securities for
Qualcomm Shares, will accrue and, with respect to the New Series B Qualcomm
Exchangeable Securities that are subject to automatic conversion into New
Series A Qualcomm Exchangeable Securities on any given Quarterly Release Date,
be delivered in cash to such holder, on or promptly following such Quarterly
Release Date, net of any applicable U.S. withholding tax;
- upon the earlier of the Final Release Date and any change of
control of Qualcomm (as defined in the Qualcomm Exchangeable Securities Term
Sheet), Qualcomm will have the right to cause the holders of New Qualcomm
Exchangeable Securities to exchange all such New Qualcomm Exchangeable
Securities for Qualcomm Shares;
- Qualcomm will, at its sole discretion, be entitled to
accelerate the release and conversion of the New Series B Qualcomm
Exchangeable Securities into New Series A Qualcomm Exchangeable Securities
(and, accordingly, their release from lock-up) by increasing the size of any
tranche of New Series B Qualcomm Exchangeable Securities being released and
converted on any given Quarterly Release Date by notice in writing to the
relevant holder(s);
- if, from and after the Effective Date, a holder of New
Qualcomm Exchangeable Securities holds solely New Series A Qualcomm
Exchangeable Securities and no New Series B Qualcomm Exchangeable Securities,
Qualcomm will, at its sole discretion, be entitled to cause such holder to
exchange all of their remaining New Series A Qualcomm Exchangeable Securities
for Qualcomm Shares;
- the ability of holders of New Series A Qualcomm
Exchangeable Securities to exchange their New Series A Qualcomm Exchangeable
Securities for Qualcomm Shares is restricted. Such holders may only exercise
the available exchange rights once every six months and only during the first
12 calendar days of March or September of the applicable year;
- any exercise of exchange rights by a holder of New
Series A Qualcomm Exchangeable Securities must be for a minimum of the lesser
of: (i) 500,000 New Series A Qualcomm Exchangeable Securities; or (ii) all of
such holder's remaining New Series A Qualcomm Exchangeable Securities;
- the holders of New Qualcomm Exchangeable Securities will
not enjoy any minority protections or other rights save for those rights
prescribed by applicable law; and
- the holders of New Qualcomm Exchangeable Securities will
not be afforded the same level of protections and disclosure of information
that they currently benefit from as shareholders of a public listed company,
save that upon exchange of the New Series A Qualcomm Exchangeable Securities
for Qualcomm Shares, holders of such Qualcomm Shares will be afforded the
protections as set out in the Qualcomm Constitutional Documents and benefit
from the disclosure requirements for U.S. public listed and traded companies
applicable to Qualcomm.
· Once the New Qualcomm Exchangeable Securities are
ultimately exchanged for Qualcomm Shares, the disadvantages set out above of
electing for Alternative Offer 1 will be relevant.
Alphawave Shareholders are encouraged to take into account the key advantages
and disadvantages of Alternative Offer 1 and Alternative Offer 2 outlined in
this paragraph 5, the terms of the New Qualcomm Shares and New Qualcomm
Exchangeable Securities summarised in paragraph 12 and the Qualcomm
Exchangeable Securities Term Sheet at Appendix IV, and also the risk factors
and other investment considerations contained in paragraph 13. Alphawave
Shareholders should consider their individual tax and financial situation and
whether Alternative Offer 1 or Alternative Offer 2 is suitable for them in
light of their own personal circumstances and investment objectives. Alphawave
Shareholders are, therefore, strongly recommended to seek their own
independent financial, tax and legal advice and to read in full this
Announcement and the Scheme Document (when published) before deciding whether
to elect to receive either Alternative Offer 1 or Alternative Offer 2.
Intended elections of the Alphawave Directors in relation to the Cash Offer,
the Alternative Offers and the Exchangeable Securities Offer
Jan Frykhammar, Rahul Mathur and Weili Dai each intend to receive the Cash
Offer in respect of their entire beneficial holdings of and interests in
Alphawave Shares.
Michelle Senecal de Fonseca intends to elect (or procure an election) for
Alternative Offer 1 in respect of her entire beneficial holdings of and
interests in Alphawave Shares.
Tony Pialis, who (together with his connected persons) is the beneficial
holder of 85,404,573 Alphawave Exchangeable Shares and 3,558,879 Alphawave
Shares, has irrevocably undertaken to elect (or procure an election) for: (i)
the Exchangeable Securities Alternative Offer in respect of his entire
beneficial holding of Alphawave Exchangeable Shares; and (ii) Alternative
Offer 2 in respect of his entire beneficial holding of Alphawave Shares.
Please see paragraph 7 for further information on the irrevocable undertakings
received by Qualcomm and Bidco.
David Reeder is not interested in any Alphawave Shares (including via the
Alphawave Exchangeable Share Structure) and accordingly has made no election.
6. Background to and reasons for the recommendation
The Alphawave Group was founded in 2017 as a silicon IP company by a group of
industry veterans with long experience in connectivity semiconductors and a
deep understanding of the most advanced interconnect standards. The Alphawave
Group develops advanced technologies in wired connectivity and compute
technology for AI and digital infrastructure markets and is dedicated to
addressing the full spectrum of connectivity challenges across the data
ecosystem, from die-to-die and rack-to-rack connections, to data centre to
data centre links.
Following Alphawave's listing on the London Stock Exchange in 2021, the
Alphawave Group has pursued a number of acquisitions, such as the acquisitions
of Precise-ITC, OpenFive and Banias Labs. These acquisitions, alongside the
Alphawave Group's continued investment in its IP, have extended the Alphawave
Group's established pool of expertise in custom silicon and connectivity
products. In 2024, Alphawave announced multiple chiplet products, providing
the connectivity demanded by AI and hyperscale data centres, enabling the
Alphawave Group to bring a full portfolio of connectivity IP and silicon for
the next generation of AI and cloud infrastructure.
The Alphawave Group currently operates with approximately 1,000 employees
globally with research and development centres in Canada, India, the U.S. and
Israel. For the year ended 31 December 2024, the Alphawave Group achieved
bookings of US$515.5 million, with backlog excluding royalties of US$520.0
million, and generated revenues and Adjusted EBITDA of US$307.6 million and
US$51.1 million respectively, from 103 end-customers.
Alphawave's strategy is built on three pillars: (i) technology leadership;
(ii) expansion; and (iii) innovation. In particular, the Alphawave Group
continues to invest significantly to develop the technologies and the
strategic partnerships that have strongly positioned it across multiple
industry ecosystems, each important in solving the connectivity bottleneck.
The Alphawave Group's broad portfolio of high-speed connectivity IP and its
newly introduced chiplet portfolio drives revenue both through direct
licensing and by powering custom application-specific integrated circuits
("ASICs"), connectivity products and chiplets. With this portfolio of
connectivity technology, the Alphawave Group is working with its customers to
meet their connectivity needs across their data centres and create long-term
business relationships, where the Alphawave Group can combine its IP and
expertise to win larger and more complex custom silicon opportunities at
leading‑edge process nodes. Through its enhanced product portfolio and
silicon expertise, the Alphawave Group can access a large and high-growth
addressable market that Alphawave believes to be approximately US$35 billion,
gaining greater scale and enhancing its competitive position.
While the Alphawave Board fully supports Alphawave's strategy, it acknowledges
the execution risk inherent in the ongoing business model transition from an
IP-focused model to a product-focused model. Furthermore, the Alphawave
Group's future growth in its core wired connectivity and compute technologies
will require significant ongoing investment in its technology platform in
order to continuously offer a relevant portfolio of solutions that meet
customer needs. Any delay in customer adoption of the Alphawave Group's
products, as it transitions to a product-led commercial model, could
significantly weigh on its ability to invest in new products and its future
growth prospects.
Balancing the attractive long term prospects for Alphawave against these
risks, the Alphawave Directors believe the terms of the Cash Offer provide
Alphawave Shareholders with an immediate and certain value which is highly
attractive for all Alphawave Shareholders.
Based on the Cash Offer value of US$2.48 per Alphawave Share, the financial
terms of the Cash Offer represent a premium of approximately:
· 96 per cent. to the Closing Price of 94 pence per
Alphawave Share on the Unaffected Date;
· 70 per cent. to the volume-weighted average price of 108
pence per Alphawave Share for the 30-day period ended on the Unaffected Date;
and
· 59 per cent. to the volume-weighted average price of 115
pence per Alphawave Share for the six-month period ended on the Unaffected
Date.
In considering the Acquisition, the Alphawave Directors have also taken into
account Qualcomm's stated intentions for the business and its employees. The
Alphawave Directors believe that Qualcomm and Alphawave share the common goal
of building advanced technology solutions, and that the combination of the
Alphawave Group's technology and IP capabilities with those of Qualcomm will
enable Alphawave to accelerate its strategic ambitions. Drawing on the
Qualcomm Group's research and development and engineering capabilities, the
Acquisition will enable the advancement of the Alphawave Group's key
technologies. The Alphawave Directors also believe that the Alphawave Group's
existing employees will benefit from greater opportunities from being part of
Qualcomm as well as from the intended additional investment by Qualcomm in
certain areas of the Alphawave Group's business.
Following careful consideration of the above factors, the Alphawave Directors,
who have been so advised by Goldman Sachs and BMO as to the financial terms of
the Cash Offer, consider the terms of the Cash Offer to be fair and
reasonable. BMO is providing independent financial advice to the Alphawave
Directors for the purposes of Rule 3 of the Code.
The Alphawave Directors also believe that the Cash Offer provides an
opportunity for Alphawave Shareholders to realise their investment at a fair
and reasonable value and wholly in cash. The Alphawave Directors intend to
unanimously recommend that Alphawave Shareholders vote (or procure voting) in
favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting (or, in the event that the Acquisition is implemented by way of an
Offer, to accept or procure acceptance of such Offer).
The Alphawave Directors, who have been so advised by Goldman Sachs and BMO as
to the financial terms of Alternative Offer 1, consider the terms of
Alternative Offer 1 to be fair and reasonable. In providing their advice to
the Alphawave Directors, Goldman Sachs and BMO have taken into account the
commercial assessments of the Alphawave Directors. BMO is providing
independent financial advice to the Alphawave Directors for the purposes of
Rule 3 of the Code.
The Alphawave Directors have reviewed the terms of Alternative Offer 2 but,
for the reasons described in paragraph 5, the Alphawave Directors are unable
to form a view as to whether or not the terms of Alternative Offer 2 are fair
and reasonable. Goldman Sachs and BMO are unable to opine as to whether the
financial terms of Alternative Offer 2 are fair and reasonable, given the
significant and variable impact of the advantages and disadvantages of
Alternative Offer 2, as set out in paragraph 5, for individual Alphawave
Shareholders.
In addition to the advantages and disadvantages set out in paragraph 5, the
Alphawave Directors note that whilst Alternative Offer 2 enables all Alphawave
Shareholders to participate in the Qualcomm Exchangeable Share Structure, the
Qualcomm Exchangeable Share Structure has been developed for the purposes of
the Exchangeable Securities Offer. Please see paragraph 14 for further
information in relation to the Exchangeable Securities Offer. In providing
their advice to the Alphawave Directors, Goldman Sachs and BMO have taken into
account the commercial assessments of the Alphawave Directors. BMO is
providing independent financial advice to the Alphawave Directors for the
purposes of Rule 3 of the Code.
The Alphawave Directors, noting that the advantages and disadvantages of
Alternative Offer 1 and Alternative Offer 2 will vary significantly based on
the individual circumstances of each individual Alphawave Shareholder, make no
recommendation to Alphawave Shareholders in relation to either Alternative
Offer 1 or Alternative Offer 2. Alphawave Shareholders are strongly encouraged
to take into account such advantages and disadvantages, as well as their
particular circumstances, when deciding whether to elect for Alternative Offer
1 or Alternative Offer 2.
7. Irrevocable undertakings
Alphawave Directors and Non-Director Alphawave Shareholders
Qualcomm and Bidco have received irrevocable undertakings from the Alphawave
Directors who hold or are beneficially entitled to or interested in Alphawave
Shares (including interests via the Alphawave Exchangeable Share Structure) to
vote (or procure voting) in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting (or, in the event that the Acquisition is
implemented by way of an Offer, to accept or procure acceptance of such Offer)
in respect of all of their (and their connected persons') beneficial holdings
of direct and indirect interests in Alphawave Shares being, in aggregate, a
total of 186,369,523 Alphawave Shares (representing approximately 24.1 per
cent. of the Relevant Alphawave Share Capital). These undertakings will remain
binding in the event a higher competing offer for Alphawave is made.
In addition to the above, Qualcomm and Bidco have received irrevocable
undertakings as described below:
· Tony Pialis, President and Chief Executive Officer of Alphawave,
who (together with his connected persons) is the beneficial holder of
85,404,573 Alphawave Exchangeable Shares and 3,558,879 Alphawave Shares, has
irrevocably undertaken to elect (or procure an election) for: (i) the
Exchangeable Securities Alternative Offer in respect of his entire beneficial
holding of Alphawave Exchangeable Shares; and (ii) Alternative Offer 2 in
respect of his entire beneficial holding of Alphawave Shares, being a total of
88,963,452 Alphawave Shares (representing approximately 11.5 per cent. of the
Relevant Alphawave Share Capital). In addition, in respect of the beneficial
holdings of direct and indirect interests in Alphawave Shares (including
interests via the Alphawave Exchangeable Share Structure) held for and/or on
behalf of Tony Pialis (including by (or via) JerseyCo, Pitech Investments Inc.
and under The Tony Pialis (2017) Family Trust), Tony Pialis has irrevocably
undertaken to procure that they each comply with the provisions of the
irrevocable undertaking in respect of such Alphawave Shares (including
interests via the Alphawave Exchangeable Share Structure). These undertakings
will remain binding in the event a higher competing offer for Alphawave is
made;
· Rajeevan Mahadevan, Senior Vice President of Alphawave,
has irrevocably undertaken to: (i) vote (or procure voting) in favour of the
Scheme at the Court Meeting and the Resolution at the General Meeting (or, in
the event that the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of such Offer); and (ii) elect (or procure an election) for
Alternative Offer 2 (or, where applicable in respect of any Alphawave
Exchangeable Shares, for the Exchangeable Securities Alternative Offer) in
respect of his entire beneficial holdings of direct and indirect interests in
Alphawave Shares (including interests via the Alphawave Exchangeable Share
Structure), being a total of 88,963,452 Alphawave Shares (representing
approximately 11.5 per cent. of the Relevant Alphawave Share Capital); and
(iii) in respect of the beneficial holdings of direct and indirect interests
in Alphawave Shares (including interests via the Alphawave Exchangeable Share
Structure) held for and/or on behalf of Rajeevan Mahadevan (including by (or
via) JerseyCo, Jeevan Capital Inc. and under The Rajeevan Mahadevan (2017)
Family Trust), procure that they each comply with the provisions of the
irrevocable undertaking in respect of such Alphawave Shares (including
interests via the Alphawave Exchangeable Share Structure). These undertakings
will remain binding in the event a higher competing offer for Alphawave is
made;
· Jonathan Rogers, Senior Vice President of Alphawave, has
irrevocably undertaken to: (i) vote (or procure voting) in favour of the
Scheme at the Court Meeting and the Resolution at the General Meeting (or, in
the event that the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of such Offer); and (ii) elect (or procure an election) for
Alternative Offer 2 (or, where applicable in respect of any Alphawave
Exchangeable Shares, for the Exchangeable Securities Alternative Offer) in
respect of his entire beneficial holdings of direct and indirect interests in
Alphawave Shares (including interests via the Alphawave Exchangeable Share
Structure), being a total of 88,963,432 Alphawave Shares (representing
approximately 11.5 per cent. of the Relevant Alphawave Share Capital); and
(iii) in respect of the beneficial holdings of direct and indirect interests
in Alphawave Shares (including interests via the Alphawave Exchangeable Share
Structure) held for and/or on behalf of Jonathan Rogers (including by (or via)
JerseyCo, 2641239 Ontario Inc. and under The Jonathan Rogers (2018) Family
Trust), procure that they each comply with the provisions of the irrevocable
undertaking in respect of such Alphawave Shares (including interests via the
Alphawave Exchangeable Share Structure). These undertakings will remain
binding in the event a higher competing offer for Alphawave is made; and
· Trevor Caldwell, Gary Cheng, Shijun Huang and Kwok Kei Tang,
each employees of Alphawave (the "Alphawave Undertaking Employees"), have
irrevocably undertaken to vote (or procure voting) in favour of the Scheme at
the Court Meeting and the Resolution at the General Meeting (or, in the event
that the Acquisition is implemented by way of an Offer, to accept or procure
acceptance of such Offer) in respect of their entire beneficial holdings of
and interests in Alphawave Shares and (where applicable) Relevant Options,
being a total of 22,689,592 Alphawave Shares (representing approximately 2.9
per cent. of the Relevant Alphawave Share Capital). These undertakings will
remain binding in the event a higher competing offer for Alphawave is made.
Qualcomm and Bidco have, therefore, received irrevocable undertakings to:
· vote (or procure voting) in favour of the Scheme at the
Court Meeting and the Resolution at the General Meeting (or, in the event that
the Acquisition is implemented by way of an Offer, to accept or procure
acceptance of such Offer) in respect of beneficial holdings of direct and
indirect interests in a total of 386,985,999 Alphawave Shares and Relevant
Options (representing approximately 50.1 per cent. of the Relevant Alphawave
Share Capital); and
· elect (or procure an election) to receive New Qualcomm
Exchangeable Securities in respect of beneficial holdings of direct and
indirect interests in a total of 266,890,336 Alphawave Shares (comprising
8,574,137 Alphawave Shares and 258,316,199 Alphawave Exchangeable Shares),
representing approximately 34.5 per cent. of the Relevant Alphawave Share
Capital.
As noted above, the irrevocable undertakings of two Alphawave Undertaking
Employees include an irrevocable commitment for each of them to exercise the
Relevant Options held by them on the date of their respective irrevocable
undertaking, conditional only on the release of this Announcement. Following
the exercise of the Relevant Options, Alphawave will issue to the two
Alphawave Undertaking Employees, in aggregate, a total of 7,707,773 Alphawave
Shares.
Further information in relation to these irrevocable undertakings, including
the circumstances in which the irrevocable undertakings may lapse or cease to
be binding, is set out in Appendix III.
JerseyCo Irrevocable Undertaking
Qualcomm and Bidco have also received the JerseyCo Irrevocable Undertaking
which provides certain confirmations from JerseyCo in respect of compliance
with the Alphawave Direction referred to below and requires JerseyCo to act in
accordance with instructions ultimately received from the Alphawave
Exchangeable Shareholders.
Alphawave has entered into the Alphawave Direction under which it has
irrevocably instructed and directed JerseyCo to act in accordance with
instructions relating to any Elections, Acceptances or Rejections of Alphawave
Exchangeable Shareholders (other than Alphawave CallCo) upon JerseyCo
receiving a Receiving Agent Certificate from an offeror's Receiving Agent
setting out such instructions relating to Elections, Acceptances or
Rejections. Alphawave has undertaken not to object to any Receiving Agent
Certificate made to JerseyCo by the relevant Receiving Agent (each as defined
in the Alphawave Direction).
Further details in relation to the JerseyCo Irrevocable Undertaking provided
by JerseyCo and the Alphawave Direction are set out in Appendix III.
8. Information relating to Qualcomm, Bidco and the Qualcomm Group
The Qualcomm Group
Qualcomm, founded in 1985, is one of the world's leading wireless technology
innovators and a driving force behind the development, launch and expansion of
5G. With 40 years of technology leadership in creating era-defining
breakthroughs, the Qualcomm Group delivers a broad portfolio of leading-edge
solutions powered by AI, high-performance, low-power computing and
connectivity. The Qualcomm Group's Snapdragon® platforms power extraordinary
consumer experiences, and its Qualcomm Dragonwing™ products empower
businesses and industries to scale to new heights. Today, the Qualcomm Group
operates in new industries, including automotives, the "internet of things"
and computing, driving next-generation digital transformation and shaping the
future of seamless global connectivity.
Qualcomm
Qualcomm is the ultimate parent company of the Qualcomm Group. Qualcomm is a
corporation and was incorporated on 15 August 1991 under the laws of Delaware.
Qualcomm is headquartered in San Diego, California and is also listed and
principally traded on NASDAQ. As at the Latest Practicable Date, Qualcomm had
a market capitalisation of approximately US$162.3 billion, and reported
US$38.962 billion of revenue and US$10.336 billion of EBT for the fiscal year
ended 29 September 2024.
Bidco
Bidco is a Delaware limited liability company formed on 20 May 2025. Bidco is
an indirect wholly-owned subsidiary of Qualcomm. Bidco was formed for the
purposes of effecting the Acquisition and has not conducted any activities
other than those incidental to its formation and the matters contemplated by
this Announcement, including the preparation of applicable regulatory filings
in connection with the Acquisition.
9. Information relating to Alphawave and the Alphawave Group
The Alphawave Group
The Alphawave Group is a global leader in high-speed connectivity for the
world's technology infrastructure. Faced with the exponential growth of data,
the Alphawave Group's technology services a critical need: enabling data to
travel faster, more reliably and with higher performance at lower power. The
Alphawave Group is a vertically integrated semiconductor business, and its IP,
custom silicon, connectivity products and chiplets are deployed by global
tier-one customers in data centres, compute, networking, AI, 5G, autonomous
vehicles and storage. Founded in 2017 by an expert technical team with a
proven track record in licensing semiconductor IP, the Alphawave Group's
mission is to accelerate the critical data infrastructure at the heart of the
digital world.
Alphawave
Alphawave is a public limited company registered in England and Wales.
Alphawave is the holding company of the Alphawave Group and Alphawave's Shares
are listed on the Official List and admitted to trading on the Main Market of
the London Stock Exchange.
10. Strategic plans for the Alphawave Group, its Directors, management, employees, pensions, research and development and locations
Qualcomm's and Bidco's strategic plans for Alphawave and the Alphawave Group
As set out in paragraph 4, Qualcomm and Bidco believe that Qualcomm and
Alphawave share a common goal of building advanced technology solutions.
Qualcomm and Bidco believe the Alphawave Group's connectivity IP and products,
custom silicon design capabilities, as well as its management team and
employees are highly complementary to Qualcomm's capabilities, and will enable
and support Qualcomm's strategy.
Prior to this Announcement, Qualcomm and Bidco were granted access to
Alphawave's senior management for the purposes of confirmatory due diligence,
consistent with market practice and in a manner customary for a UK public
offer process. Based on the work undertaken to date, save as set out below,
Qualcomm and Bidco intend that the Alphawave Group's business and operations
will continue to operate as part of the Enlarged Group in a manner that is
generally consistent with how such business and operations currently operate.
Following the Acquisition becoming Effective, Qualcomm and Bidco intend to
expand upon the work already conducted by working with the Alphawave
management team to undertake a detailed evaluation of the Alphawave Group, in
order to establish a plan for the Alphawave Group that will focus on growing
its business and capabilities within the Enlarged Group and as part of
Qualcomm's wider strategy. Qualcomm and Bidco expect that this evaluation and
the development of a plan will be completed within approximately 12 months of
the Effective Date, and will focus on:
· identifying opportunities to combine the Alphawave
Group's technology and IP capabilities with those of Qualcomm to advance
future development of Alphawave's capabilities as part of the Enlarged Group;
· assessing the Alphawave Group's existing research and
development and engineering teams to identify areas of expertise that are
complementary to Qualcomm's existing teams in order to advance the key
technologies of the Alphawave Group;
· reviewing the Alphawave Group's existing product ranges, IP,
custom silicon design capabilities, go-to-market organisation and customer
contracts to identify areas of additional opportunity and growth;
· reviewing the Alphawave Group's existing licensing
arrangements to identify any areas for optimisation of the Alphawave Group's
business model in the context of being part of the Enlarged Group;
· reviewing the strategy and structure of Alphawave's
business;
· where applicable, reviewing the alignment of the
remuneration, incentivisation and pension arrangements of the employees and
management of the Alphawave Group with those of Qualcomm (as set out below);
· reviewing whether it is appropriate to maintain the
Alphawave Group's headquarters in Leeds, UK (as set out below); and
· reviewing non-critical administrative expenses and
spending in areas related to Alphawave's status as a listed business on the
London Stock Exchange, or any duplicative functions (as set out below).
Employees and management
Qualcomm and Bidco attach great importance to Alphawave's senior management
team and employees and recognise the significant contribution they have made
towards the Alphawave Group's success to date, and believe that they will be
central to the continued success of the Enlarged Group's strategy.
Following the Acquisition becoming Effective, Qualcomm and Bidco intend to
offer management positions to members of Alphawave's senior management team
within the Enlarged Group. Qualcomm and Bidco believe that the Alphawave
Group's existing employees will benefit from greater opportunities that will
be created for them from being part of the Enlarged Group as well as from the
intended additional investment by Qualcomm and Bidco in certain areas of the
Alphawave Group's business as described above.
Qualcomm and Bidco recognise that some operational and administrative
restructuring may be required after the Acquisition becomes Effective. In
particular, once Alphawave is de-listed and becomes a private limited company,
a limited number of listed company-related functions, as well as corporate and
support functions, may be reduced in scope to align with Alphawave's new
status as a private limited company within the Enlarged Group. This may result
in a reduction of a limited number of roles in these specific areas. Qualcomm
and Bidco will comply with applicable law in connection with any headcount
reductions. The finalisation and implementation of any headcount reductions
will be subject to comprehensive planning and appropriate engagement with
stakeholders, including any required information and/or consultation processes
with any affected employees and/or applicable representative bodies.
It is also intended that, upon the Acquisition becoming Effective, each of the
non-executive directors of the Alphawave Board will resign.
Save as described above and as is consistent with Alphawave management's
current plans, Qualcomm and Bidco do not expect any material reductions to the
Alphawave Group's headcount or material changes to the balance of skills and
functions of the Alphawave Group's management and employees.
Existing rights and pension schemes
Qualcomm and Bidco confirm that, following the Acquisition becoming Effective,
the existing contractual and statutory employment rights and terms and
conditions of employment, including pension rights, of the Alphawave Group's
management and employees will be fully safeguarded in accordance with
applicable law and, where applicable, as set out in (and subject to) the terms
of the Co-operation Agreement. Qualcomm and Bidco do not intend to make any
changes to the current employer pension contribution arrangements (nor with
respect to the unfunded gratuity and accrued leave plans the Alphawave Group
operates in India), the accrual of benefits for existing members or the rights
of admission of new members save that, following the Acquisition becoming
Effective and as part of integration planning, as noted above, Qualcomm and
Bidco intend to review the alignment of the remuneration, incentivisation and
pension arrangements of the employees and management of the Alphawave Group
with those of Qualcomm, with a view to (where applicable) harmonising the
position for such employees and management over time and as is appropriate
depending on the relevant jurisdiction.
Management incentive arrangements
Other than as set out in paragraph 11, no discussions have been entered into,
or proposals been made by Qualcomm and/or Bidco, in relation to the terms of
any form of incentivisation arrangements with relevant employees or members of
the Alphawave Group's management. Following the Effective Date, Qualcomm and
Bidco intend to review the management incentive structure of the Alphawave
Group and look to implement appropriate incentivisation arrangements for
certain members of Alphawave's management team and employees in line with
Qualcomm's existing incentivisation programmes.
Headquarters, locations, fixed assets and research and development
Alphawave has joint headquarters in Leeds, UK and Toronto, Canada. As noted
above, following the Acquisition becoming Effective and in connection with the
potential reduction in Alphawave's listed company-related (as well as
corporate and support) functions, Qualcomm and Bidco intend to review whether
it is appropriate to maintain the Alphawave Group's UK headquarters in Leeds,
with the potential that such office could be vacated. Save for this and as
otherwise set out above, Qualcomm and Bidco do not have any intentions as
regards any material restructurings or potential changes in the locations of
the Alphawave Group's places of business, including no intentions with respect
to changing the location or functions of the Alphawave Group's North American
headquarters in Toronto, Canada or any operational sites. Qualcomm and Bidco
will comply with applicable law in connection with any restructurings and
potential changes in the locations of the Alphawave Group's places of
business. The finalisation and implementation of any such measures will be
subject to comprehensive planning and appropriate engagement with
stakeholders, including any required information and/or consultation processes
with any affected employees and/or applicable representative bodies.
No changes are intended with respect to the redeployment of the Alphawave
Group's fixed asset base.
Qualcomm's strategy is growth orientated and Qualcomm and Bidco understand the
importance of research and development to the continued development of the
Alphawave Group and intend to invest in talent and projects to be at the
forefront of industry innovation.
Trading facilities
Alphawave is currently listed on the Official List and traded on the Main
Market of the London Stock Exchange. As set out in paragraph 22, a request
shall be made to the FCA and the London Stock Exchange for the cancellation of
trading in Alphawave Shares and to de-list Alphawave from the Official List
shortly following the Effective Date. Alphawave will be re-registered as a
private limited company following the Effective Date.
Statements
None of the statements in this paragraph 10 is a "post-offer undertaking" for
the purposes of Rule 19.5 of the Code.
Views of the Alphawave Board
In considering the Acquisition and the recommendation of the Cash Offer to
Alphawave Shareholders, the Alphawave Directors have given due consideration
to Qualcomm's and Bidco's intentions for the Alphawave Group's business,
management and employees.
The Alphawave Directors welcome Qualcomm's and Bidco's intentions with respect
to the future operations of the business and its employees, in particular, the
confirmation that the existing contractual and statutory employment rights and
terms and conditions of employment, including pension rights, of Alphawave
Group employees will be fully safeguarded in accordance with applicable law,
and the intentions to make (save as detailed above) no material changes to the
balance of skills and functions of employees across the Alphawave Group, and
to work with Alphawave's management to undertake a detailed evaluation of the
Alphawave Group in order to establish a plan that will focus on growing its
business and capabilities within the Enlarged Group.
11. Arrangements between Qualcomm and Bidco and the Alphawave Group's management
Qualcomm and Bidco wish to incentivise and retain key employees in the
Alphawave business in order to ensure successful completion of the Acquisition
and to protect the business to be acquired. Accordingly, Qualcomm and Bidco
have agreed that:
· Alphawave may implement certain cash retention
arrangements for a number of key Alphawave Group employees (excluding
Alphawave's executive directors) identified by Alphawave; and
· subject to the Acquisition becoming Effective, Qualcomm
will grant awards over Qualcomm Shares ("Qualcomm Awards") to all individuals
who held unvested LTIP awards/options ("Relevant LTIP Awards") immediately
before the Court Order on the basis envisaged under the LTIP rules. Relevant
LTIP Awards that are subject to performance conditions will be
performance-tested shortly prior to the Court Order. To the extent performance
conditions are not met, the Relevant LTIP Awards will lapse and the remainder
will be exchanged for Qualcomm Awards with no further performance conditions,
in each case on terms as set out in the Co-operation Agreement.
12. The New Qualcomm Shares and the New Qualcomm Exchangeable Securities
The New Qualcomm Shares
The New Qualcomm Shares will, when issued, be shares of common stock in the
capital of Qualcomm with a par value of US$0.0001 each. The New Qualcomm
Shares will be fully paid and rank pari passu in all respects with the
Qualcomm Shares already in issue at the date of this Announcement. Dividends,
distributions and other returns of capital or value in respect of Qualcomm
Shares are paid in U.S. Dollars and they are denominated and traded in U.S.
Dollars. There is no readily available facility for converting U.S. Dollar
amounts received in respect of Qualcomm Shares (for example, as a result of
sales of Qualcomm Shares or any dividends, distributions or other returns of
capital or value declared, paid or made in respect of Qualcomm Shares) into
Sterling or any other currency.
The New Qualcomm Shares will have the rights as set out in the Qualcomm
Constitutional Documents, which will be made available on 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/) and
Alphawave's website at https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) upon publication of the
Scheme Document.
The New Qualcomm Exchangeable Securities
The New Qualcomm Exchangeable Securities will be issued by Qualcomm CanCo
pursuant to Alternative Offer 2 and the Exchangeable Securities Alternative
Offer, and will ultimately be exchangeable into Qualcomm Shares in accordance
with their terms. The key rights and restrictions associated with the New
Series A Qualcomm Exchangeable Securities and the New Series B Qualcomm
Exchangeable Securities are summarised in the Qualcomm Exchangeable Securities
Term Sheet at Appendix IV.
Alphawave Shareholders and Alphawave Exchangeable Shareholders should note in
particular that, until the New Qualcomm Exchangeable Securities are ultimately
exchanged for Qualcomm Shares:
· save for certain limited permitted transfers for estate
or personal tax planning purposes, holders of the New Series A Qualcomm
Exchangeable Securities and the New Series B Qualcomm Exchangeable Securities
will not be permitted to, directly or indirectly, transfer (or otherwise enter
into any hedging or derivative arrangement in respect of) such New Series A
Qualcomm Exchangeable Securities and New Series B Qualcomm Exchangeable
Securities, as applicable;
· from and after the Effective Date, the New Series A
Qualcomm Exchangeable Securities will be exchangeable for Qualcomm Shares on a
one-for-one basis, subject to the exchange procedures described in the
Qualcomm Exchangeable Securities Term Sheet, and any Qualcomm Shares received
following such exchange will be freely transferrable subject to applicable
laws (including insider trading restrictions and/or market abuse laws);
· from the Effective Date until the Final Release Date (the
"Lock-up Period"), the New Series B Qualcomm Exchangeable Securities will not
be exchangeable for Qualcomm Shares and will accordingly be subject to a
lock-up, save that 6.25 per cent. of the total amount of New Series B Qualcomm
Exchangeable Securities received by an Alphawave Shareholder or an Alphawave
Exchangeable Shareholder upon the Acquisition becoming Effective will be
automatically converted into New Series A Qualcomm Exchangeable Securities on
a one-for one basis on 20 February, 20 May, 20 August and 20 November of each
year (the "Quarterly Release Dates" and each a "Quarterly Release Date"),
starting on the first Quarterly Release Date following the Effective Date and
ending on the sixteenth Quarterly Release Date following the Effective Date
(such date being the "Final Release Date") (and, upon such automatic
conversion, will be exchangeable for Qualcomm Shares as described above in
relation to the New Series A Qualcomm Exchangeable Securities);
· holders of New Series A Qualcomm Exchangeable Securities
will be entitled to receive a pro-rata portion of any cash dividends that are
declared and paid by Qualcomm in respect of Qualcomm Shares (in such a manner
as they would be entitled had they exchanged all of their New Series A
Qualcomm Exchangeable Securities for Qualcomm Shares on or prior to the
applicable record date for such cash dividends), net of any applicable U.S.
withholding tax;
· the pro-rata portion of any cash dividends a holder of
New Series B Qualcomm Exchangeable Securities would be entitled to receive if
such holder had exchanged (and were permitted to exchange) its New Series B
Qualcomm Exchangeable Securities for Qualcomm Shares, will accrue and, with
respect to the New Series B Qualcomm Exchangeable Securities that are subject
to automatic conversion into New Series A Qualcomm Exchangeable Securities on
any given Quarterly Release Date, be delivered in cash to such holder, on or
promptly following such Quarterly Release Date, net of any applicable U.S.
withholding tax;
· holders of the New Series A Qualcomm Exchangeable
Securities and the New Series B Qualcomm Exchangeable Securities will not have
any voting rights in Qualcomm Shares (or otherwise), save that upon exchange
of New Series A Qualcomm Exchangeable Securities for Qualcomm Shares, holders
of such Qualcomm Shares will be free to vote, in their discretion, all such
Qualcomm Shares;
· upon the earlier of the Final Release Date and any change
of control of Qualcomm (as defined in the Qualcomm Exchangeable Securities
Term Sheet), Qualcomm will have the right to cause the holders of New Qualcomm
Exchangeable Securities to exchange all such New Qualcomm Exchangeable
Securities for Qualcomm Shares;
· Qualcomm will, at its sole discretion, be entitled to
accelerate the release and conversion of the New Series B Qualcomm
Exchangeable Securities into New Series A Qualcomm Exchangeable Securities
(and, accordingly, their release from lock-up) by increasing the size of any
tranche of New Series B Qualcomm Exchangeable Securities being released and
converted on any given Quarterly Release Date by notice in writing to the
relevant holder(s);
· if, from and after the Effective Date, a holder of New
Qualcomm Exchangeable Securities holds solely New Series A Qualcomm
Exchangeable Securities and no New Series B Qualcomm Exchangeable Securities,
Qualcomm will, at its sole discretion, be entitled to cause such holder to
exchange all of their remaining New Series A Qualcomm Exchangeable Securities
for Qualcomm Shares;
· holders of New Series A Qualcomm Exchangeable Securities
may exercise any available exchange rights once every six months and only
during the first 12 calendar days of March or September of the applicable
year; and
· any exercise of exchange rights by a holder of New Series
A Qualcomm Exchangeable Securities must be for a minimum of the lesser of: (i)
500,000 New Series A Qualcomm Exchangeable Securities; or (ii) all of such
holder's remaining New Series A Qualcomm Exchangeable Securities.
Further details in relation to the New Series A Qualcomm Exchangeable
Securities and the New Series B Qualcomm Exchangeable Securities are set out
in the Qualcomm Exchangeable Securities Term Sheet at Appendix IV. For
Alphawave Shareholders, a summary of the New Series A Qualcomm Exchangeable
Securities and the New Series B Qualcomm Exchangeable Securities will also be
set out in the Scheme Document. For Alphawave Exchangeable Shareholders, a
summary of the New Series A Qualcomm Exchangeable Securities and the New
Series B Qualcomm Exchangeable Securities will also be set out in the
Exchangeable Securities Offer Communication.
Information relating to Qualcomm CallCo and Qualcomm CanCo
Qualcomm CallCo will be a direct or indirect wholly-owned subsidiary of
Qualcomm formed under the laws of Canada, which will function as an
intermediary holding company situated between Qualcomm and Qualcomm CanCo.
Qualcomm CanCo will be a direct wholly-owned subsidiary of Qualcomm CallCo and
an indirect wholly-owned subsidiary of Qualcomm. Qualcomm CanCo will be formed
under the laws of Canada for the purpose of implementing Alternative Offer 2
and the Exchangeable Securities Alternative Offer and will issue the New
Qualcomm Exchangeable Securities.
Other important notes in relation to the New Qualcomm Shares and New Qualcomm
Exchangeable Securities
The New Qualcomm Shares and the New Qualcomm Exchangeable Securities are
expected to be issued pursuant to the exemption from registration provided by
Section 3(a)(10) under the U.S. Securities Act. 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 these documents and any other
relevant 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.
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.
The New Qualcomm Shares and the New Qualcomm Exchangeable Securities have not
been, and will not be, registered under the U.S. Securities Act, or applicable
state securities laws. The New Qualcomm Shares and the 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 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, U.S. Exchange
Act or another available exemption. Where Qualcomm or Bidco believes that an
election for Alternative Offer 1, Alternative Offer 2 or the Exchangeable
Securities Alternative Offer (as applicable) by any Alphawave Shareholder or
Alphawave Exchangeable Shareholder (as applicable) may infringe applicable
legal or regulatory requirements, or may result in a requirement for
registration under the U.S. Securities Act, the U.S. Exchange Act or any other
securities laws in the United States, Qualcomm or Bidco will have the right to
deem that such Alphawave Shareholder or Alphawave Exchangeable Shareholder (as
applicable) has not validly elected for Alternative Offer 1, Alternative Offer
2 or the Exchangeable Securities Alternative Offer (as applicable) and such
Alphawave Shareholder or Alphawave Exchangeable Shareholder (as applicable)
will instead receive cash consideration pursuant to the Cash Offer or the
Exchangeable Securities Cash Offer in respect of their entire holding of
Alphawave Shares or Alphawave Exchangeable Shares (as applicable).
Alphawave Shareholders and Alphawave Exchangeable Shareholders should
determine whether acquiring or holding New Qualcomm Shares or New Qualcomm
Exchangeable Securities is affected by the laws or regulations of the relevant
jurisdiction in which they reside and consider whether the New Qualcomm Shares
or the New Qualcomm Exchangeable Securities are suitable for them in light of
their own personal circumstances and investment objectives. Alphawave
Shareholders and Alphawave Exchangeable Shareholders are, therefore, strongly
recommended to seek their own independent financial, tax and legal advice and
to read in full this Announcement, as well as the Scheme Document and/or the
Exchangeable Securities Offer Communication (as applicable) and the Qualcomm
Constitutional Documents (which will be made available on 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/) and
Alphawave's website at https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) upon publication of the
Scheme Document).
13. Further information in relation to the Alternative Offers
Key further terms of the Alternative Offers
Alphawave Shareholders who make no election, or do not validly elect, for an
Alternative Offer will automatically receive the full amount of the cash
consideration pursuant to the Cash Offer in respect of their entire holding of
Alphawave Shares.
In the event an Alphawave Shareholder (amongst other things): (i) makes a
partial election for an Alternative Offer in respect of part of their holding
of Alphawave Shares; (ii) makes an election for Alternative Offer 2 but fails
to provide any required "know your customer" information or any tax election
documentation in a form satisfactory to Bidco, Qualcomm CanCo and/or Qualcomm;
or (iii) makes an election for Alternative Offer 2 but fails any requisite
"know your customer" checks, in each case such election will be treated as an
invalid election and such Alphawave Shareholder will instead receive the full
amount of the cash consideration pursuant to the Cash Offer in respect of
their entire holding of Alphawave Shares.
Eligible Alphawave Shareholders who wish to make an election for Alternative
Offer 2 may be required, as a condition to their election being treated as
valid and to New Qualcomm Exchangeable Securities being issued to them, to
provide certain preliminary "know your customer" information (being such
information required in order to comply with applicable anti-money laundering,
sanctions or "know your customer" laws or regulations), certain required tax
election documentation and other information and materials reasonably required
by Bidco, Qualcomm CanCo and/or Qualcomm in connection with the issue of the
New Qualcomm Exchangeable Securities. Details regarding any information and
documentation to be provided, and the manner in which it must be provided,
will be set out in the Scheme Document, the Form(s) of Election and any
required KYC and Tax Election Form(s). Failure to provide any required
information or documentation in a form satisfactory to Bidco, Qualcomm CanCo
and/or Qualcomm will result in any elections for Alternative Offer 2 being
treated as invalid and eligible Alphawave Shareholders who made such an
invalid election will instead receive the cash consideration pursuant to the
Cash Offer in respect of their entire holding of Alphawave Shares. In
addition, if and to the extent required by applicable anti-money laundering,
sanctions, tax or "know your customer" laws or regulations, eligible Alphawave
Shareholders who receive New Qualcomm Exchangeable Securities may be required
to provide further "know your customer" information or tax election
documentation following or in connection with the issue of New Qualcomm
Exchangeable Securities to them and information regarding this will be set out
in the Scheme Document. A copy of any required KYC and Tax Election Form(s)
for completion of such "know your customer" checks and/or tax elections is
expected to be made available at the time of publication of the Scheme
Document.
Elections for either of the Alternative Offers will not be subject to
scale-back or pro-rating by reference to the elections of other Alphawave
Shareholders, and all valid elections for either of the Alternative Offers
will (subject, amongst other things, to the satisfaction of the Conditions and
to the Acquisition becoming Effective) be satisfied in full.
Any fractional entitlements of each Alphawave Shareholder who has validly
elected for New Qualcomm Shares or New Qualcomm Exchangeable Securities under
the Alternative Offers in respect of their Alphawave 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 Alphawave
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 allotted or issued to such Alphawave
Shareholder. Instead, all fractions of a New Qualcomm Share, New Series A
Qualcomm Exchangeable Security or New Series B Qualcomm Exchangeable Security
that an Alphawave Shareholder would otherwise be entitled to receive will, at
Qualcomm's election in their sole discretion, either: (i) in respect of the
New Qualcomm Shares only, be aggregated and sold in the market with the net
cash proceeds paid to the relevant Alphawave Shareholder in lieu of such
fractional entitlements; or (ii) be rounded down and the relevant Alphawave
Shareholder will be entitled to receive 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) on the last Business Day prior to the Effective Date,
and such cash amount will be paid to the relevant Alphawave Shareholder in
lieu of such fractional entitlements.
The issue of the New Qualcomm Shares and the New Qualcomm Exchangeable
Securities pursuant to the Alternative Offers is subject to the Conditions and
further terms of the Acquisition set out in Appendix I (and to be set out in
the Scheme Document).
Further information in relation to the Alternative Offers, the New Qualcomm
Shares and the New Qualcomm Exchangeable Securities will be included in the
Scheme Document.
Irrevocable undertakings in respect of the Alternative Offers
Paragraph 7 sets out the irrevocable undertakings received by Qualcomm and
Bidco to (amongst other things) elect for an Alternative Offer.
Risk factors and other investment considerations relating to the Alternative
Offers
Alternative Offer 1
The attention of eligible Alphawave Shareholders who may be considering
electing for Alternative Offer 1 is drawn to the principal risks and
uncertainties relating to Qualcomm and Qualcomm Shares as set out in
Qualcomm's filings with the SEC, including Item 1A of Part I of Qualcomm's
Annual Report on Form 10-K for the fiscal year ended 29 September 2024, and
any subsequent Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and
Current Reports on Form 8-K.
Qualcomm is governed by the laws of the United States and Delaware and by the
Qualcomm Constitutional Documents. Alphawave Shareholders receiving New
Qualcomm Shares will become shareholders in a corporation that is incorporated
under the laws of Delaware and listed and principally traded on NASDAQ. The
associated rights, privileges and restrictions associated with being a
shareholder in such a corporation will be different in comparison to the
rights, privileges, restrictions and obligations associated with being a
shareholder in a company that is incorporated under the laws of England and
Wales and whose shares are listed on the Official List and admitted to trading
on the Main Market of the London Stock Exchange, such as Alphawave.
The Qualcomm Group will account for a greater proportion of the Enlarged Group
than the Alphawave Group. The Qualcomm Group comprises a broad and diversified
portfolio that operates across multiple different industries, including
automotives, the "internet of things" and computing. In comparison, the
Alphawave Group is a vertically integrated semiconductor business. The nature
of the investment and the investment considerations associated with any
investment in Qualcomm Shares (and/or, if applicable, New Qualcomm
Exchangeable Securities), and therefore the investment and participation in
(including ongoing exposure to) the Enlarged Group, will differ to the nature
of the investment and associated investment considerations (including ongoing
exposure) associated with any investment in Alphawave Shares (and/or, if
applicable, Alphawave Exchangeable Shares) and the Alphawave Group.
Alternative Offer 2
In addition to the risk factors referred to above in relation to Alternative
Offer 1 (which are equally relevant in relation to the New Qualcomm
Exchangeable Securities, given they are exchangeable into New Qualcomm
Shares), the attention of eligible Alphawave Shareholders who may be
considering electing for Alternative Offer 2 is drawn to certain risk factors
and other investment considerations relating to such election. These will be
set out in full in the Scheme Document but include (amongst other things):
· save for certain limited permitted transfers for estate or
personal tax planning purposes, the New Qualcomm Exchangeable Securities will
be non-transferable;
· the New Qualcomm Exchangeable Securities comprise securities
in a private company formed under the laws of Canada, are unquoted and will
not be listed or admitted to trading on any stock exchange or market for
trading of securities (and will not be registered under the U.S. Securities
Act). In conjunction with the non-transferability of the New Qualcomm
Exchangeable Securities (save as described above), the New Qualcomm
Exchangeable Securities will, therefore, be illiquid (save that the New Series
A Qualcomm Exchangeable Securities will become liquid upon exchange for
Qualcomm Shares). As a result, any assessment of the value of the New Qualcomm
Exchangeable Securities should take into account an individual shareholder's
assessment of an appropriate liquidity discount. In addition, the associated
rights, privileges and restrictions associated with being a shareholder in a
corporation formed under the laws of Canada will be significantly different in
comparison to the rights, privileges, restrictions and obligations associated
with being a shareholder in a company that is incorporated under the laws of
England and Wales and whose shares are listed on the Official List and
admitted to trading on the Main Market of the London Stock Exchange, such as
Alphawave;
· whilst the New Qualcomm Exchangeable Securities may ultimately
be exchanged for Qualcomm Shares and, accordingly, their value is related to
the value of Qualcomm Shares, the value of the New Qualcomm Exchangeable
Securities is uncertain, as they are not listed or transferable and their
exchange into Qualcomm Shares is subject to the limitations and restrictions
as summarised in the Qualcomm Exchangeable Securities Term Sheet set out in
Appendix IV;
· upon the Scheme becoming Effective, Qualcomm CanCo will
be controlled by Qualcomm and the holders of New Qualcomm Exchangeable
Securities will not have any voting rights in Qualcomm Shares (or otherwise),
and will therefore have no influence over decisions made by Qualcomm in
relation to its investment in the Enlarged Group or by Qualcomm CanCo, save
that upon exchange of the New Series A Qualcomm Exchangeable Securities for
Qualcomm Shares, holders of such Qualcomm Shares will be free to vote, in
their discretion, all such Qualcomm Shares;
· the New Series B Qualcomm Exchangeable Securities will be
subject to a lock-up restriction for a maximum period of four years from the
Effective Date. From the Effective Date until the Final Release Date, the New
Series B Qualcomm Exchangeable Securities will not be exchangeable for
Qualcomm Shares, save that 6.25 per cent. of the total amount of New Series B
Qualcomm Exchangeable Securities received by an Alphawave Shareholder upon the
Acquisition becoming Effective will be automatically converted into New Series
A Qualcomm Exchangeable Securities on a one-for-one basis on each Quarterly
Release Date for a total of sixteen Quarterly Release Dates following the
Effective Date;
· holders of New Series B Qualcomm Exchangeable Securities
will not be entitled to receive dividends that are declared and paid by
Qualcomm in respect of Qualcomm Shares in the same manner as New Series A
Qualcomm Exchangeable Securities or holders of Qualcomm Shares. The pro-rata
portion of any cash dividends a holder of New Series B Qualcomm Exchangeable
Securities would be entitled to receive if such holder had exchanged (and were
permitted to exchange) its New Series B Qualcomm Exchangeable Securities for
Qualcomm Shares, will accrue and, with respect to the New Series B Qualcomm
Exchangeable Securities that are subject to automatic conversion into New
Series A Qualcomm Exchangeable Securities on any given Quarterly Release Date,
be delivered in cash to such holder, on or promptly following such Quarterly
Release Date, net of any applicable U.S. withholding tax;
· upon the earlier of the Final Release Date and any change of
control of Qualcomm (as defined in the Qualcomm Exchangeable Securities Term
Sheet), Qualcomm will have the right to cause the holders of New Qualcomm
Exchangeable Securities to exchange all such New Qualcomm Exchangeable
Securities for Qualcomm Shares;
· Qualcomm will, at its sole discretion, be entitled to
accelerate the release and conversion of the New Series B Qualcomm
Exchangeable Securities into New Series A Qualcomm Exchangeable Securities
(and, accordingly, their release from lock-up) by increasing the size of any
tranche of New Series B Qualcomm Exchangeable Securities being released and
converted on any given Quarterly Release Date by notice in writing to the
relevant holder(s);
· if, from and after the Effective Date, a holder of New
Qualcomm Exchangeable Securities holds solely New Series A Qualcomm
Exchangeable Securities and no New Series B Qualcomm Exchangeable Securities,
Qualcomm will, at its sole discretion, be entitled to cause such holder to
exchange all of their remaining New Series A Qualcomm Exchangeable Securities
for Qualcomm Shares;
· the ability of holders of New Series A Qualcomm
Exchangeable Securities to exchange their New Series A Qualcomm Exchangeable
Securities for Qualcomm Shares is restricted. Such holders may only exercise
the available exchange rights once every six months and only during the first
12 calendar days of March or September of the applicable year;
· any exercise of exchange rights by a holder of New Series A
Qualcomm Exchangeable Securities must be for a minimum of the lesser of: (i)
500,000 New Series A Qualcomm Exchangeable Securities; or (ii) all of such
holder's remaining New Series A Qualcomm Exchangeable Securities;
· the holders of New Qualcomm Exchangeable Securities will
not enjoy any minority protections or other rights save for those rights
prescribed by applicable law; and
· the holders of New Qualcomm Exchangeable Securities will
not be afforded the same level of protections and disclosure of information
that they currently benefit from as shareholders of a public listed company,
save that upon exchange of the New Series A Qualcomm Exchangeable Securities
for Qualcomm Shares, holders of such Qualcomm Shares will be afforded the
protections as set out in the Qualcomm Constitutional Documents and benefit
from the disclosure requirements for U.S. public listed and traded companies
applicable to Qualcomm.
Further information in relation to the Alternative Offers, the New Qualcomm
Shares and New Qualcomm Exchangeable Securities (including risk factors and
other investment considerations, the key rights and restrictions attaching to
the New Qualcomm Exchangeable Securities, as well as the further terms and
conditions of the Alternative Offers) will be included in the Scheme Document.
The Qualcomm Exchangeable Securities Term Sheet is set out in Appendix IV. A
summary of the New Series A Qualcomm Exchangeable Securities and the New
Series B Qualcomm Exchangeable Securities will also be set out in the Scheme
Document.
14. Alphawave Exchangeable Shares and the Exchangeable Securities Offer
The Alphawave Exchangeable Share Structure
In connection with Alphawave's initial public offering in 2021, Alphawave
established an exchangeable share structure in order for the Alphawave Group
to be structured in a way that would allow eligible Canadian-resident
shareholders in the Alphawave Group to achieve full or partial deferral of the
Canadian capital gains tax charge that would otherwise arise for such
residents (the "Alphawave Exchangeable Share Structure"). In broad terms,
under the Alphawave Exchangeable Share Structure: (i) the Alphawave
Exchangeable Shares are in issue; and (ii) certain Underlying Alphawave
Exchangeable Shares are held by JerseyCo (in respect of which the Alphawave
Exchangeable Shareholders are indirectly interested), with such Underlying
Alphawave Exchangeable Shares being subject to a voting trust in favour of the
Alphawave Exchangeable Shareholders in respect of which such holders are
entitled to direct the voting rights in respect such Underlying Alphawave
Exchangeable Shares in proportion to their holding of Alphawave Exchangeable
Shares.
Under, and subject to, the terms and conditions of the documentation governing
the Alphawave Exchangeable Share Structure, among other things:
· Alphawave Exchangeable Shareholders have the right to
exchange the Alphawave Exchangeable Shares for Alphawave Shares, on a
one-for-one basis or, alternatively, to receive a cash equivalent payment in
respect of those Alphawave Shares;
· Alphawave has an obligation to use its reasonable efforts
in good faith to take all such actions and do all such things as are necessary
or desirable to enable and permit the Alphawave Exchangeable Shareholders to
participate in the Acquisition, to the same extent and on an economically
equivalent basis as Alphawave Shareholders, without discrimination, and in
particular, without being required to retract the Alphawave Exchangeable
Shares as against Alphawave ExchangeCo; and
· it is expected that the Acquisition will constitute a
change of control event, which is ultimately expected to result in the
redemption of all of the Alphawave Exchangeable Shares.
Further detail in relation to the Alphawave Exchangeable Share Structure is
set out in the prospectus dated 13 May 2021 published in connection with
Alphawave's initial public offering, available on Alphawave's website at
https://awavesemi.com/investors/ipo/ (https://awavesemi.com/investors/ipo/) .
The Exchangeable Securities Offer
As a result of the above, Qualcomm and Bidco are proposing to make the Exchangeable Securities Offer, provided and conditional on no Alphawave Board Recommendation Change (as defined in the Co-operation Agreement) having occurred and any restriction on the ability to transfer Alphawave Exchangeable Shares under the documentation governing the Alphawave Exchangeable Share Structure having been removed no later than five Business Days prior to the publication of the Scheme Document (or, if applicable, the Offer Document). It is intended that Alphawave Exchangeable Shareholders will be contacted with respect to the Exchangeable Securities Offer in due course (the "Exchangeable Securities Offer Communication"). The Exchangeable Securities Offer Communication will contain a summary of the Exchangeable Securities Offer and the New Qualcomm Exchangeable Securities, as well as the conditions and further terms of the Exchangeable Securities Offer.
Under the terms of the Exchangeable Securities Offer, if made, Alphawave
Exchangeable Shareholders will be entitled to receive:
for each Alphawave Exchangeable Share: US$2.48 in cash, being the equivalent
cash consideration payable under the Cash Offer (the "Exchangeable Securities
Cash Offer").
In addition, as an alternative to the Exchangeable Securities Cash Offer,
eligible Alphawave Exchangeable Shareholders may elect, in respect of all (but
not part) of their holding of Alphawave Exchangeable Shares, to receive:
for each Alphawave Exchangeable Share: 0.00964 of a New Series A Qualcomm
Exchangeable Security and 0.00698 of a New Series B Qualcomm Exchangeable
Security (the "Exchangeable Securities Alternative Offer"),
the exchange ratio for the Exchangeable Securities Alternative Offer being the
same as for Alternative Offer 2 (calculated as a total of the New Series A
Qualcomm Exchangeable Securities and New Series B Qualcomm Exchangeable
Securities receivable).
BMO, in providing independent financial advice to the Alphawave Directors for
the purposes of Rule 3 of the Code, has advised the Alphawave Directors that
the terms of the Exchangeable Securities Offer are fair and reasonable so far
as the Alphawave Shareholders are concerned. In providing its advice to the
Alphawave Directors, BMO has taken into account the commercial assessments of
the Alphawave Directors.
Key further terms of the Exchangeable Securities Offer
If the Exchangeable Securities Offer is not made for any reason, or if any
Alphawave Exchangeable Shareholders do not accept the Exchangeable Securities
Offer and accordingly retain their Alphawave Exchangeable Shares at such time,
it is expected (and Alphawave intends to procure) that a compulsory redemption
of all Alphawave Exchangeable Shares will be triggered by Alphawave CallCo on
or after the Effective Date, resulting in all holders receiving a cash payment
equivalent to the Exchangeable Securities Cash Offer.
In the event that the Exchangeable Securities Offer is made but an Alphawave
Exchangeable Shareholder (amongst other things): (i) makes a partial election
for the Exchangeable Securities Alternative Offer in respect of part of their
holding of Alphawave Exchangeable Shares; (ii) makes an election for the
Exchangeable Securities Alternative Offer but fails to provide any required
"know your customer" information or any tax election documentation (if and to
the extent applicable) in a form satisfactory to Bidco, Qualcomm CanCo and/or
Qualcomm; or (iii) makes an election for the Exchangeable Securities
Alternative Offer but fails any requisite "know your customer" checks, in each
case such election will be treated as an invalid election and such Alphawave
Exchangeable Shareholder will instead receive the full amount of the cash
consideration pursuant to the Exchangeable Securities Cash Offer in respect of
their entire holding of Alphawave Exchangeable Shares.
Elections for the Exchangeable Securities Alternative Offer will not be
subject to scale-back or pro-rating by reference to the elections of other
Alphawave Exchangeable Shareholders, and all valid elections for the
Exchangeable Securities Alternative Offer will (subject, amongst other things,
to the making and implementation of the Exchangeable Securities Offer and the
satisfaction of the Conditions and to the Acquisition becoming Effective) be
satisfied in full.
In the event that the Exchangeable Securities Offer is made and implemented,
any fractional entitlements of each Alphawave Exchangeable Shareholder who has
validly elected for New Qualcomm Exchangeable Securities under the
Exchangeable Securities Alternative Offer in respect of their Alphawave
Exchangeable Shares will be rounded down, in each case to the nearest whole
number of New Series A Qualcomm Exchangeable Securities and New Series B
Qualcomm Exchangeable Securities (as applicable) per Alphawave Exchangeable
Shareholder. Fractional entitlements to New Series A Qualcomm Exchangeable
Securities and New Series B Qualcomm Exchangeable Securities (as applicable)
will not be allotted or issued to such Alphawave Exchangeable Shareholder.
Instead, all fractions of a New Series A Qualcomm Exchangeable Security or New
Series B Qualcomm Exchangeable Security that an Alphawave Exchangeable
Shareholder would otherwise be entitled to receive will be rounded down and
the relevant Alphawave Exchangeable Shareholder will be entitled to receive
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) on the last Business Day
prior to the Effective Date, and such cash amount will be paid to the relevant
Alphawave Exchangeable Shareholder in lieu of such fractional entitlements.
The key rights and restrictions associated with the New Series A Qualcomm
Exchangeable Securities and the New Series B Qualcomm Exchangeable Securities
are set out in paragraphs 5 and 12 and the Qualcomm Exchangeable Securities
Term Sheet at Appendix IV. A summary of the New Series A Qualcomm Exchangeable
Securities and the New Series B Qualcomm Exchangeable Securities will also be
set out in the Exchangeable Securities Offer Communication and the Scheme
Document.
The issue of the New Qualcomm Exchangeable Securities pursuant to the
Exchangeable Securities Alternative Offer is subject to the conditions and
further terms of the Exchangeable Securities Offer to be set out in the
Exchangeable Securities Offer Communication.
Further information in relation to the Exchangeable Securities Offer and the
New Qualcomm Exchangeable Securities will be included in the Exchangeable
Securities Offer Communication.
Irrevocable undertakings in respect of the Exchangeable Securities Alternative
Offer
Paragraph 7 sets out the irrevocable undertakings received by Qualcomm and
Bidco to (amongst other things) elect for the Exchangeable Securities
Alternative Offer.
15. Alphawave Share Plans
Participants in the Alphawave Share Plans will be contacted regarding the
effect of the Acquisition on their rights under the Alphawave Share Plans and
an appropriate proposal will be made to such participants in due course. The
proposals will explain the impact of the Acquisition on the options and/or
awards of participants in the Alphawave Share Plans and the actions such
participants may take in respect of their options or awards. A summary of such
proposals will be set out in the Scheme Document.
16. Alphawave Warrants
Alphawave has issued 20,571,995 Alphawave Warrants, giving a right to
subscribe for an aggregate of 20,571,995 Alphawave Shares, to the Alphawave
Warrant Holder. The Alphawave Warrants remain outstanding and will expire on
28 September 2031 (extended to 28 September 2034 in the event of a de-listing
of Alphawave). The Alphawave Warrants are exercisable at an exercise price of
£1.4236 per Alphawave Warrant, subject to adjustment in the event of certain
dilutive corporate actions. The Alphawave Warrants are transferable but are
certificated and are not exchange traded instruments.
The Alphawave Warrants will vest and become exercisable immediately before the
Effective Date. Accordingly, the Alphawave Warrant Holder is entitled, under
the terms and conditions associated with the Alphawave Warrants, to exercise
the Alphawave Warrants, receive Alphawave Shares and participate in the
Acquisition alongside (and on substantially the same terms as) the Alphawave
Shareholders. The Alphawave Warrant Holder will be contacted by Alphawave in
relation to the effects of (and entitlements in connection with) the
Acquisition on the Alphawave Warrants, in accordance with the terms and
conditions of the Alphawave Warrants. This communication will explain the
impact of the Acquisition on the Alphawave Warrants and the actions the holder
may take in connection therewith. A summary will also be set out in the Scheme
Document.
17. Alphawave Convertible Bonds
Alphawave has in issue US$150 million of senior unsecured convertible bonds
due 1 March 2030 (the "Alphawave Convertible Bonds"), which are listed on The
International Stock Exchange. Under the terms of the Alphawave Convertible
Bonds, such bonds are convertible into Alphawave Shares at any time, at a
conversion price set at US$1.9423 per Alphawave Share, subject to adjustment
in the event of certain dilutive corporate actions and time-based adjustment
in the event of a change of control of Alphawave.
The holders of the Alphawave Convertible Bonds are entitled, under and subject
to the terms and conditions of the Alphawave Convertible Bonds, to convert
their Alphawave Convertible Bonds into Alphawave Shares at any time (whether
before or after the Acquisition becomes Effective) up to and including the
date falling 10 days prior to their final maturity date (or, if earlier, the
date falling 10 days prior to the date fixed for redemption). If the Alphawave
Convertible Bonds are converted into Alphawave Shares: (i) prior to the
Effective Date; or (ii) within a timeframe following the Effective Date that
is to be notified to the holders of the Alphawave Convertible Bonds (but is
expected to be the period commencing on the Effective Date and ending 60 days
following the Effective Date or, if later, 60 days following the date on which
notice is given to holders of the Alphawave Convertible Bonds that the
Acquisition has become Effective), the holders of the Alphawave Convertible
Bonds will be able to participate in the Acquisition alongside (and on
substantially the same terms as) the Alphawave Shareholders. The holders of
the Alphawave Convertible Bonds will be notified by Alphawave in relation to
the effects of (and entitlements in connection with) the Acquisition on the
Alphawave Convertible Bonds (including in respect of the applicable timeframes
referred to above) by way of a notice published in accordance with the terms
of the Alphawave Convertible Bonds. This communication will explain the impact
of the Acquisition on the Alphawave Convertible Bonds and the actions that
holders thereof may take in connection therewith. A summary will also be set
out in the Scheme Document.
18. Financing of the Acquisition
The cash consideration payable to Alphawave Shareholders under the terms of
the Acquisition, together with certain fees and expenses in connection with
the Acquisition, will be financed from Qualcomm Group's existing cash
resources. The cash resources will be made available to Bidco to fund the cash
consideration payable to Alphawave Shareholders pursuant to certain
intercompany arrangements.
Evercore, in its capacity as financial adviser to Qualcomm and Bidco, confirms
that it is satisfied that sufficient resources are available to Bidco to
satisfy in full the cash consideration payable to Alphawave Shareholders under
the terms of the Acquisition.
19. Clawback Agreements
In connection with their election for Alternative Offer 2, in respect of their
entire registered or beneficial holdings of direct and indirect interests in
Alphawave Shares, and their election for the Exchangeable Securities
Alternative Offer, in respect of their entire registered or beneficial
holdings of direct and indirect interests in the Alphawave Exchangeable
Shares, each of Tony Pialis, Rajeevan Mahadevan and Jonathan Rogers, in their
capacity as Alphawave Shareholders and Alphawave Exchangeable Shareholders,
have entered into an agreement with Qualcomm in relation to the clawback of
New Series B Exchangeable Securities in certain circumstances (the "Clawback
Agreements").
Under the terms of the Clawback Agreements, each of Tony Pialis, Rajeevan
Mahadevan and Jonathan Rogers have respectively agreed that, if, during the
Lock-up Period, their employment is terminated for "Cause" or they have
resigned for any reason other than a "Good Reason" (each as defined in the
Clawback Agreements), then the New Series B Qualcomm Exchangeable Securities
held by them as at such termination or resignation date (as applicable) will
be cancelled for no consideration and transferred for zero value to a member
of the Qualcomm Group. Each of the Clawback Agreements is governed by Delaware
law.
Copies of the Clawback Agreements are available on 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/) and
Alphawave's website at https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) .
20. Offer-related arrangements
Clean Team Agreement
Qualcomm and Alphawave have put in place a Clean Team Agreement which sets out
how confidential information relating to the Alphawave Group that is
commercially sensitive can be disclosed, used or shared between Qualcomm and
Alphawave (and their respective external professional advisers) in a manner
that does not give rise to the infringement of antitrust laws.
Confidentiality Agreement
Qualcomm and Alphawave have entered into the Confidentiality Agreement
pursuant to which, amongst other things, Qualcomm gave certain undertakings
to: (i) subject to certain exceptions, keep information relating to Alphawave
and the Acquisition confidential and not to disclose it to third parties; and
(ii) use such confidential information only in connection with the
Acquisition, in each case subject to the terms of the Confidentiality
Agreement. These confidentiality obligations will remain in force for a period
of 12 months from the date of the Confidentiality Agreement or, if earlier,
until completion of the Acquisition.
Under the Confidentiality Agreement, Qualcomm is also subject to customary
non-solicitation obligations for a period of 12 months from the date of the
Confidentiality Agreement. In addition, Qualcomm agreed to certain standstill
undertakings, all of which ceased to apply upon the release of this
Announcement.
Co-operation Agreement
Qualcomm, Bidco and Alphawave have entered into the Co-operation Agreement,
pursuant to which, amongst other things: (i) Qualcomm and Bidco shall
determine, having consulted in good faith and on a timely basis with
Alphawave, and reasonably considering, in good faith, comments from Alphawave,
the strategy to be pursued for satisfying the Regulatory Conditions; (ii)
Qualcomm and Bidco have agreed to take, and to procure that each member of its
Group (as defined in the Co-operation Agreement) takes, all reasonable efforts
(as defined in the Co-operation Agreement and subject to certain limitations
set out therein) to: (a) achieve and otherwise satisfy the Regulatory
Conditions as promptly as reasonably practicable (and, in any event, in
sufficient time so as to enable the Effective Date to occur prior to the
Long-Stop Date); and (b) in relation to any Clearances (as defined in the
Co-operation Agreement) relating to a Regulatory Condition, diligently pursue,
submit and prepare all necessary filings, notifications and submissions as
promptly as reasonably practicable, in each case subject to the terms of the
Co-operation Agreement; (iii) Alphawave has agreed to promptly provide
Qualcomm and Bidco with any information, assistance and access as may be
reasonably requested and/or necessary for the purpose of making a submission,
filing, notification to, or responding to questions from any relevant
Regulatory Authority in relation to the Regulatory Conditions on a timely
basis; and (iv) Qualcomm and Bidco have agreed to provide certain information
for the purposes of the Scheme Document as may reasonably be required and to
provide all such other assistance and access to information and Qualcomm or
Bidco employees as may be reasonably required for the preparation of the
Scheme Document.
Under the terms of Co-operation Agreement Qualcomm has, subject to certain
exceptions as set out in the Co-operation Agreement, agreed to pay a reverse
break fee of US$175,000,000 (such amount being inclusive of VAT, if any) to
Alphawave in the event that: (i) Bidco has not confirmed that each of the
Specified Regulatory Conditions have been satisfied or irrevocably waived by
Bidco prior to 11.59 p.m. on the Long-Stop Date; or (ii) Bidco invokes (and is
or has been permitted by the Panel to invoke) any Specified Regulatory
Condition, in each case so as to cause the Acquisition not to proceed, to
lapse or be withdrawn, or the Acquisition to lapse or terminate pursuant to
the Code.
The Co-operation Agreement also records the intention of Qualcomm, Bidco and
Alphawave to implement the Acquisition by way of the Scheme, subject to the
ability of Bidco to implement the Acquisition by way of an Offer (subject to
the consent of the Panel, where necessary, and in accordance with and subject
to the terms of the Co-operation Agreement).
Pursuant to the terms of the Co-operation Agreement, Qualcomm and Bidco have
each undertaken: (i) not to object to, and to co-operate with Alphawave in
relation to the Sanction Hearing being held as soon as reasonably practicable
following the satisfaction or waiver of Conditions 2(a) and (b) and the
Regulatory Conditions; (ii) not to object to, and to co-operate with Alphawave
in relation to, the Scheme being implemented as soon as reasonably practicable
following the satisfaction of Conditions 2(a) and (b); and (iii) that Bidco
shall deliver a notice in writing to Alphawave by no later than the Business
Day prior to the Sanction Hearing (provided that such notice shall be
revocable by Bidco at any time prior to the commencement of the Sanction
Hearing) confirming either: (a) the satisfaction or waiver of the Conditions
(other than Condition 2(c)(i)); or (b) its intention to invoke one or more
Conditions (if permitted by the Panel).
The Co-operation Agreement also contains provisions that will apply in respect
of the Alphawave Share Plans and certain other employee-related matters as
described in paragraph 11 above, as well as in respect of the provision of
directors' and officers' insurance cover to certain Alphawave directors,
officers and employees.
In connection with the Alphawave Exchangeable Share Structure and Qualcomm
Exchangeable Share Structure, the Co-operation Agreement provides that
Qualcomm and Bidco shall use all reasonable endeavours to implement or procure
the implementation of the Qualcomm Exchangeable Share Structure prior to the
Election Deadline and Bidco shall make (or procure the making of) the
Exchangeable Securities Alternative Offer, provided and conditional on no
Alphawave Board Recommendation Change (as defined in the Co-operation
Agreement) having occurred and any restriction on the ability to transfer
Alphawave Exchangeable Shares under the documentation governing the Alphawave
Exchangeable Share Structure having been removed no later than five Business
Days prior to the publication of the Scheme Document (or, if applicable, the
Offer Document).
In connection with the Alphawave Convertible Bonds and the Alphawave Warrants,
the Co-operation Agreement also provides that Alphawave intends to: (i)
communicate with the holders of the Alphawave Convertible Bonds and the
Alphawave Warrants regarding their rights in connection with the Acquisition;
(ii) consult with Qualcomm and Bidco in good faith and on a timely basis
regarding the form, content and timing of such documents, notices and
communications to be sent to the holders of the Alphawave Convertible Bonds or
Alphawave Warrants and provide Qualcomm and Bidco, as soon as reasonably
practicable, with reasonable details of any responses to such documents,
notices and communications, any discussions with any holder of the Alphawave
Convertible Bonds or Alphawave Warrants and/or any other developments that
Alphawave considers to be relevant (acting reasonably) to the Alphawave
Convertible Bonds and/or the Alphawave Warrants in the context of the
Acquisition; and (iii) include within such documents, notices and
communications (where applicable) an explanation of the effect of the
Acquisition on the Alphawave Convertible Bonds or Alphawave Warrants and a
recommendation from the Alphawave Directors on the proposals, each as
contemplated by Rule 15.2 of the Code.
The Co-operation Agreement will be terminated with immediate effect if: (i)
agreed in writing between Qualcomm, Bidco and Alphawave at any time prior to
the Effective Date; (ii) this Announcement is not released at or before 5.00
p.m. on 9 June 2025 (unless, prior to that time, Qualcomm, Bidco and Alphawave
have agreed in writing another time and date); (iii) the Acquisition lapses,
terminates or is withdrawn in accordance with its terms on or prior to the
Long-Stop Date and, where required, with the consent of the Panel (other than
where such lapse or withdrawal is: (a) as a result of Bidco exercising its
right to switch from the Scheme to an Offer; or (b) followed within ten
Business Days (or such other period as Qualcomm, Bidco and Alphawave may
agree) thereafter by an announcement under Rule 2.7 of the Code made by
Qualcomm or Bidco, or any person acting in concert with Qualcomm or Bidco (or
deemed to be acting in concert with them), to implement the Acquisition by a
different takeover offer or scheme of arrangement on substantially the same or
improved terms); (iv) unless otherwise agreed by Qualcomm, Bidco and Alphawave
in writing or required by the Panel, if the Effective Date has not occurred on
or before the Long-Stop Date; or (v) on the Effective Date.
Qualcomm and Bidco have the right to terminate the Co-operation Agreement if
an Alphawave Board Recommendation Change occurs.
Any party has the right to terminate the Co-operation Agreement if, prior to
the Long-Stop Date: (i) any Condition has been invoked by Bidco (where such
invocation of the relevant Condition has been permitted by the Panel); or (ii)
a Competing Proposal (as defined in the Co-operation Agreement) completes,
becomes effective or is declared or becomes unconditional.
Confidentiality and Joint Defense Agreement
Qualcomm, Alphawave and their respective external legal counsel have entered
into the Confidentiality and Joint Defense Agreement, the purpose of which is
to ensure that the exchange and/or disclosure of certain materials relating to
the Alphawave Group only takes place between their respective legal counsels
and external experts, in order to not diminish in any way the confidentiality
of such materials or result in a waiver of privilege or other right or
immunity that might otherwise be available.
21. Scheme of arrangement and Conditions to the Acquisition
Structure and scheme of arrangement
It is intended that the Acquisition will be implemented by way of a
Court-approved scheme of arrangement under Part 26 of the Companies Act
(although Bidco reserves the right to implement the Acquisition by way of an
Offer, subject to the consent of the Panel, where necessary, and the terms of
the Co-operation Agreement).
The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued, and to be issued, ordinary share capital of Alphawave. This is
to be achieved:
· in respect of the Cash Offer, by the transfer of the
Alphawave Shares held by Alphawave Shareholders to Bidco, in consideration for
which the relevant Alphawave Shareholders will receive consideration on the
basis set out in paragraph 2; and
· in respect of Alphawave Shares for which valid elections
for an Alternative Offer are made (subject to the terms and conditions of each
Alternative Offer), through the receipt of New Qualcomm Shares or New Qualcomm
Exchangeable Securities in exchange for the transfer to Bidco of the relevant
number of Alphawave Shares of the relevant eligible Alphawave Shareholder,
in each case, to be effected pursuant to the Scheme.
Conditions to the Acquisition
The Acquisition will be subject to the Conditions and further terms referred
to in Appendix I and to the full terms and conditions to be set out in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document) and will only become Effective if, amongst other things, the
following events occur on or before 11.59 p.m. on the Long-Stop Date:
· a resolution to approve the Scheme is passed by a majority
in number of Alphawave Shareholders present and voting (and entitled to vote)
at the Court Meeting, either in person or by proxy, representing 75 per cent.
or more in value of the Alphawave Shares held and voted by those Alphawave
Shareholders;
· the Resolution is passed by the requisite majority of
Alphawave Shareholders representing at least 75 per cent. of votes cast at the
General Meeting;
· the satisfaction or waiver of the relevant antitrust
approvals, including in the U.S. Germany, South Korea and Canada, and foreign
direct investment approvals, including in the UK;
· following the Meetings and satisfaction and/or waiver (where
applicable) of the other Conditions (including those referred to above), the
Scheme is sanctioned by the Court (without modification, or with modification
on terms agreed by Bidco and Alphawave); and
· following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies.
Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) provide that the Scheme will
lapse (under the authority of Rule 13.5(b) of the Code) if:
· the Court Meeting and the General Meeting are not held by
the 22nd day after the expected date of the Court Meeting and the General
Meeting, such date to be set out in the Scheme Document in due course (or such
later date as Bidco and Alphawave may agree, or as may be specified by Bidco
with the consent of the Panel and, in each case, if required, the Court may
allow), unless such Condition is waived by Bidco;
· the Sanction Hearing is not held by the 22nd day after
the expected date of the Sanction Hearing to be set out in the Scheme Document
in due course (or such later date as Bidco and Alphawave may agree, or as may
be specified by Bidco with the consent of the Panel and, in each case, if
required, the Court may allow), unless such Condition is waived by Bidco; or
· the Scheme does not become Effective on or by 11.59 p.m.
on the Long-Stop Date (unless this date is extended by agreement between
Qualcomm, Bidco and Alphawave).
Each of Qualcomm and Bidco consider Conditions 3(a) to 3(g), and in particular
Conditions 3(f) and 3(g), to be of material significance to it in the context
of the Acquisition. If Conditions 3(a) to 3(g), and in particular Conditions
3(f) and 3(g), are not satisfied, Qualcomm and/or Bidco could be in breach of
applicable local law and regulations, which would carry potential regulatory,
civil and/or criminal law consequences and sanctions and other potentially
significant consequences. Accordingly, Qualcomm and Bidco may (subject to the
consent of the Panel in accordance with Rule 13.5(a) of the Code) seek to
invoke any of Conditions 3(a) to 3(g), and in particular Conditions 3(f) and
3(g), if and to the extent the relevant Condition is not satisfied in
accordance with its terms or irrevocably waived as at the relevant date.
Bidco may only invoke a Condition so as to cause the Acquisition not to
proceed, lapse or to be withdrawn with the consent of the Panel. Certain
Conditions are not subject to this requirement. Further details are set out
below and in Part B of Appendix I.
If any of Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) are not satisfied by
the date specified therein (or such later date as may be agreed: (i) in
writing between Qualcomm, Bidco and Alphawave; or (ii) as specified by Bidco
with the consent of the Panel, and in each case with the approval of the
Court, if such approval is required), Bidco will make an announcement via a
Regulatory Information Service by 8.00 a.m. on the Business Day following such
deadline confirming whether Bidco has invoked the relevant Condition, waived
the relevant deadlines (where applicable), or agreed with Alphawave (or, as
the case may be, the Panel) to extend the relevant deadline in relation to the
relevant Condition.
Once the necessary approvals from Alphawave Shareholders have been obtained
and the other Conditions have been satisfied or (where applicable) waived and
the Scheme has been approved by the Court, the Scheme will become Effective
upon delivery of a copy of the Court Order to the Registrar of Companies.
Effect of the Scheme and publication of the Scheme Document
The Scheme is expected to become Effective during the first calendar quarter
of 2026, subject to the satisfaction or waiver (where applicable) of the
Conditions.
Upon the Scheme becoming Effective: (i) it will be binding on all Alphawave
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or General Meeting (and if they attended and voted, whether or
not they voted in favour); and (ii) share certificates in respect of Alphawave
Shares will cease to be valid and entitlements to Alphawave Shares held within
the CREST system will be cancelled. In accordance with the applicable
provisions of the Code, the consideration for the transfer of the Alphawave
Shares to Bidco (pursuant to the Cash Offer or the Alternative Offers, as
applicable) will be dispatched within 14 days of the Effective Date. The
Scheme will be governed by the laws of England and Wales and will be subject
to the jurisdiction of the Court.
Any Alphawave Shares issued before the Scheme Record Time will be subject to
the terms of the Scheme. It is expected that the Resolution to be proposed at
the General Meeting will, amongst other matters, provide that the Articles be
amended to incorporate provisions requiring any Alphawave Shares issued to any
person (other than to Bidco and/or its nominees) after the Scheme Record Time
to be automatically transferred to Bidco on the same terms as the Cash Offer
or (at the election of the relevant person to which such Alphawave Shares
would otherwise be issued) the Alternative Offers, in each case other than
terms as to timings and formalities and subject to restrictions arising from
applicable securities laws. It is expected that the provisions of the Articles
(as amended) will therefore preclude any person (other than Bidco and/or its
nominees) holding shares in the capital of Alphawave after the Effective Date.
The Alphawave Shares will be acquired pursuant to the Acquisition fully paid
and free from all liens, equities, charges, encumbrances, options, rights of
pre‑emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing thereto,
including, without limitation, voting rights and the right to receive and
retain in full all dividends, distributions and/or other return of capital or
value announced, declared, made, paid or becomes payable in respect of the
Alphawave Shares, with a record date on or after the Effective Date.
Full details of the Scheme, including expected times and dates for each of the
Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document, which will be published, together with the associated Forms
of Proxy and Form(s) of Election, as soon as reasonably practicable and, in
any event, within 28 days of this Announcement (or such later time as
Alphawave, Bidco and the Panel may agree). A copy of any required KYC and Tax
Election Form(s) for completion of any "know your customer" checks and/or tax
elections in connection with the New Qualcomm Exchangeable Securities is
expected to be made available at the time of publication of the Scheme
Document.
22. De-listing, cancellation of admission and re-registration of Alphawave and listing of the New Qualcomm Shares
De-listing, cancellation of admission and re-registration of Alphawave
Prior to the Scheme becoming Effective, it is intended that Alphawave will
make an application to the London Stock Exchange for the cancellation of the
admission to trading of Alphawave Shares on the Main Market of the London
Stock Exchange and for the cancellation of the listing of Alphawave Shares on
the Official List, in each case to take effect on or shortly after the
Effective Date.
It is expected that the last day of dealings in Alphawave Shares on the Main
Market of the London Stock Exchange will be the Business Day immediately prior
to the Effective Date and that no transfers will be registered after 6.00 p.m.
on that date.
On the Effective Date, share certificates in respect of Alphawave Shares will
cease to be valid and entitlements to Alphawave Shares held within the CREST
system will be cancelled.
It is also intended that Alphawave will be re-registered as a private limited
company as soon as practicable on or following the Effective Date.
Listing of the New Qualcomm Shares
Once the Scheme has become Effective, the New Qualcomm Shares will be allotted
to those Alphawave Shareholders who have validly elected to receive
Alternative Offer 1. The New Qualcomm Shares will be listed on NASDAQ
following the Effective Date and will immediately rank pari passu in all
respects with the existing Qualcomm Shares.
The New Qualcomm Exchangeable Securities to be allotted to those Alphawave
Shareholders who have validly elected to receive Alternative Offer 2 (and to
those Alphawave Exchangeable Shareholders who validly elect to receive the
Exchangeable Securities Alternative Offer) will not be listed.
23. Disclosure of interests in Alphawave securities
Except for the irrevocable undertakings referred to in paragraph 7 and
Appendix III, as at the Latest Practicable Date, neither Qualcomm nor Bidco,
nor any of their directors, nor, so far as Qualcomm or Bidco are aware, any
person presumed to be acting in concert (within the meaning of the Code) with
Qualcomm or Bidco for the purposes of the Acquisition: (i) had any interest
in, or right to subscribe for, relevant securities of Alphawave; (ii) had any
short positions in respect of relevant securities of Alphawave (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery;
(iii) has borrowed or lent any relevant securities of Alphawave (including,
for these purposes, any financial collateral arrangements of the kind referred
to in Note 3 on Rule 4.6 of the Code) save for any borrowed shares which have
been either on-lent or resold; (iv) procured an irrevocable commitment or
letter of intent to accept the terms of the Acquisition in respect of relevant
securities of Alphawave; or (v) is a party to any dealing arrangement of the
kind referred to in Note 11(a) on the definition of acting in concert in the
Code.
"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to securities.
24. General
Bidco reserves the right to implement the Acquisition by way of an Offer as an
alternative to the Scheme (subject to the consent of the Panel, where
necessary, and the terms of the Co-operation Agreement). In such event, the
Offer will be implemented on substantially the same terms and conditions, so
far as is applicable, as those which would apply to the Scheme, subject to (if
applicable) the terms of the Co-operation Agreement and appropriate amendments
(including, without limitation, replacing Conditions 2(a), 2(b) and 2(c)) and
(subject to the terms of the Co-operation Agreement) an acceptance condition
set at not more than 75 per cent. (or such other percentage as Bidco and
Alphawave may agree in accordance with the terms of the Co-operation
Agreement, if applicable, or as required by the Panel, being in any case more
than 50 per cent.) of Alphawave Shares to which the Offer relates.
If the Acquisition is implemented by way of an Offer, and such Offer becomes
or is declared unconditional and sufficient acceptances are received, Bidco
intends to exercise its rights to apply the provisions of Chapter 3 of Part 28
of the Companies Act so as to acquire compulsorily the remaining Alphawave
Shares in respect of which the Offer has not been accepted. Investors should
be aware that Qualcomm or Bidco may purchase Alphawave Shares otherwise than
under the Scheme or any Offer, including pursuant to privately negotiated
purchases.
The Acquisition will be on the terms and subject to the Conditions set out
herein and in Appendix I, and to the full terms and conditions set out in the
Scheme Document. The bases of calculations and sources for certain financial
information contained in this Announcement are set out in Appendix II. Details
of the irrevocable undertakings received by Qualcomm and Bidco in relation to
the Acquisition are set out in Appendix III. The Qualcomm Exchangeable
Securities Term Sheet is set out in Appendix IV. Certain definitions and terms
used in this Announcement are set out in Appendix V.
The Scheme Document, together with the associated Forms of Proxy and Form(s)
of Election, will be dispatched to Alphawave Shareholders as soon as
practicable and, in any event, within 28 days of this Announcement (or such
later time as Alphawave, Bidco and the Panel may agree). A copy of the Scheme
Document is also expected to be sent (for information purposes only) to
persons with information rights and participants in the Alphawave Share Plans
at the same time it is dispatched to Alphawave Shareholders.
Evercore, Goldman Sachs, Barclays and BMO have each given and not withdrawn
their consent to the publication of this Announcement with the inclusion
herein of the references to their names in the form and context in which they
appear.
25. Documents
Copies of the following documents will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Qualcomm's and Bidco's website and Alphawave's website at
https://investor.qualcomm.com/update-details/update-details-offer/
(https://investor.qualcomm.com/update-details/update-details-offer/) and
https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) , respectively, by no
later than 12.00 p.m. on the Business Day following this Announcement until
the end of the Offer Period:
· this Announcement;
· the Clean Team Agreement;
· the Confidentiality Agreement;
· the Co-operation Agreement;
· the Confidentiality and Joint Defense Agreement;
· the irrevocable undertakings referred to in paragraph 7
and summarised in Appendix III;
· the Alphawave Direction;
· the Clawback Agreements; and
· the consent letters from each of Evercore, Goldman Sachs,
Barclays and BMO.
Enquiries:
Qualcomm and Bidco
Mauricio Lopez-Hodoyan, Investor Relations +1 858 658 4813
ir@qualcomm.com
Clare Conley, Media Relations +1 858 845 5959
corpcomm@qualcomm.com
Evercore Partners International LLP (Financial Adviser to Qualcomm and Bidco) +44 (0) 20 7653 6000
Stuart Francis
Ed Banks
Preston Comey
Harrison George
Alphawave +44 (0) 20 7717 5877
Tony Pialis, President & Chief Executive Officer
Rahul Mathur, Chief Operating & Financial Officer
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 adviser to
Alphawave.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal adviser to
Qualcomm and Bidco. Linklaters LLP is acting as legal adviser to Alphawave.
Important Notices
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 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.
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.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority 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
(http://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 Financial Conduct Authority, is acting exclusively as
Rule 3 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.
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. The Acquisition will be made solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote or decision in respect of, or other
response to, the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, the Offer Document).
Alphawave will prepare the Scheme Document to be distributed to Alphawave
Shareholders. Alphawave Shareholders are urged to read the Scheme Document
when it becomes available because it will contain important information in
relation to the Acquisition.
This Announcement does not constitute a prospectus, prospectus equivalent
document or prospectus exemption 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 in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
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.
Unless otherwise determined by Qualcomm or Bidco 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
may be affected by the laws of the relevant jurisdictions in which they are
resident. In particular, the ability of persons who are not resident in the
United Kingdom to vote their Alphawave Shares at the Court Meeting or the
General Meeting, or to appoint another person as proxy to vote at the Court
Meeting or General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom 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 are urged to consult with appropriate
legal, tax and financial 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.
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 this Announcement and
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 generally accepted
accounting principles in the United States ("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 this Announcement,
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 United States 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 United States 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 have not
been, and will not be, registered under the U.S. Securities Act, or applicable
state securities laws. The New Qualcomm Shares and the 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 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.
The New Qualcomm Shares and the 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 these documents and any other relevant 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 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 transferrable 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 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 of the United States, other than pursuant to the Acquisition,
until the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. 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) .
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. 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
Qualcomm and Bidco's and Alphawave's respective future prospects, developments
and business strategies, 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 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 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 Announcement 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 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 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/ (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.
No profit forecasts, estimates or quantified financial benefits statement
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for Qualcomm, Bidco or Alphawave, as appropriate, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Qualcomm, Bidco or
Alphawave, as appropriate.
Publication on website and availability of hard copies
A copy of this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Qualcomm's and Bidco's website and Alphawave's website at
https://investor.qualcomm.com/update-details/update-details-offer/
(https://investor.qualcomm.com/update-details/update-details-offer/) and
https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) , respectively, by no
later than 12 noon on 10 June 2025. For the avoidance of doubt, the contents
of these websites or any other website accessible from hyperlinks are not
incorporated into and do not form part of this Announcement.
You may request a hard copy of this Announcement by contacting Equiniti
Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by
telephone on +44 (0)371 384 2030 between 8.30 a.m. and 5.30 p.m. Monday to
Friday (excluding English and Welsh public holidays). Calls from outside the
UK will be charged at the applicable international rate. You may also request
that all future documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Alphawave Shareholders, persons with information
rights 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 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement 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
Bidco reserves the 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 as an alternative to the Scheme. In such event,
the Offer will be implemented on substantially the same terms and conditions,
so far as is applicable, as those which would apply to the Scheme (subject to
appropriate amendments to reflect the change in method of implementation and
the terms of the Co-operation Agreement).
If the Acquisition is implemented by way of an Offer, and such an Offer
becomes or is declared unconditional and sufficient acceptances are received,
Bidco intends to exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act so as to acquire compulsorily the remaining
Alphawave Shares in respect of which the Offer has not been accepted.
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 or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
Inside information
The information in this Announcement is deemed by Alphawave to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014 (as it forms part of English law by virtue of the European Union
(Withdrawal) Act 2018). 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 Rahul Mathur, Alphawave's Chief Operating &
Financial Officer.
Rule 2.9 Disclosure: Alphawave
In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
Alphawave confirms that it has 763,424,412 ordinary shares of £0.01 each in
issue. There are no shares held in treasury. Alphawave's ordinary shares are
listed on the Official List and admitted to trading on the Main Market of the
London Stock Exchange. The International Securities Identification Number
(ISIN) for the ordinary shares is GB00BNDRMJ14.
In addition, Alphawave issued 20,571,995 warrants, convertible into an
aggregate of 20,571,995 ordinary shares of £0.01 each in Alphawave to a
leading North American hyperscaler. The warrants remain outstanding and will
expire on 28 September 2031 (extended to 28 September 2034 in the event of a
de-listing of Alphawave). The initial exercise price of the warrants was
£1.4236, subject to adjustment in the event of certain dilutive corporate
actions undertaken by Alphawave, including issuances of ordinary shares or
convertible securities, or any split, subdivision or reclassification of its
ordinary shares. The warrants are transferable but are certificated and are
not exchange traded instruments.
Alphawave has also issued US$150 million senior unsecured convertible bonds
due 1 March 2030. The convertible bonds are convertible into ordinary shares
of Alphawave at a conversion price of US$1.9423 per ordinary share. The
conversion price is subject to adjustment in the event of certain dilutive
corporate actions and time-based adjustment in the event of a change of
control of Alphawave. If all of the convertible bonds were to be converted to
ordinary shares at the unadjusted conversion price, it would result in a
further 77,228,028 ordinary shares being issued. The International Securities
Identification Number for the convertible bonds is XS2962835257.
Rule 2.9 Disclosure: Qualcomm
In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
Qualcomm confirms that it has 1,087,503,078 shares of common stock with a par
value of US$0.0001 each in issue. There are no shares held in treasury.
Qualcomm's common stock is listed and principally traded on NASDAQ under the
symbol "QCOM". The International Securities Identification Number (ISIN) for
the ordinary shares is US7475251036.
Appendix I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long-Stop Date
1. The Acquisition is conditional upon the Scheme
becoming unconditional and effective, subject to the Code, by no later than
11.59 p.m. on the Long-Stop Date.
Scheme approval condition
2. The Scheme will be conditional upon:
(a)
(i) its approval by a majority in number of the Alphawave
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required by the Court (or any adjournment thereof), and who
represent not less than 75 per cent. in value of the Alphawave Shares voted by
those Alphawave Shareholders (or the relevant class or classes thereof, if
applicable); and
(ii) the Court Meeting and at any separate class meeting which may
be required by the Court (or any adjournment thereof) being held on or before
the 22nd day after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date as Bidco and Alphawave may
agree, or as may be specified by Bidco with the consent of the Panel and, in
each case, if required, the Court may allow);
(b)
(i) the Resolution being duly passed by Alphawave Shareholders
representing 75 per cent. or more of votes cast at the General Meeting (or any
adjournment thereof); and
(ii) the General Meeting and at any separate class meeting
which may be required (or any adjournment thereof) being held on or before the
22nd day after the expected date of the General Meeting to be set out in the
Scheme Document in due course (or such later date as Bidco and Alphawave may
agree, or as may be specified by Bidco with the consent of the Panel and, in
each case, if required, the Court may allow);
(c)
(i) the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being on terms acceptable
to Bidco and Alphawave) and the delivery of a copy of the Court Order to the
Registrar of Companies; and
(ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date as Bidco and Alphawave may agree,
or as may be specified by Bidco with the consent of the Panel and, in each
case, if required, the Court may allow).
General conditions
3. In addition, subject to Part B of Appendix I and the
requirements of the Panel, Qualcomm, Bidco and Alphawave have agreed that the
Acquisition will be conditional upon the following Conditions and,
accordingly, the Court Order will not be delivered to the Registrar of
Companies unless such Conditions (as amended, if appropriate) have been
satisfied or waived (where applicable):
Official authorisations, regulatory clearances and Third Party clearances
Canada
(a) one of the following having occurred:
(i) the issuance of an advance ruling certificate issued by the
Commissioner of Competition pursuant to sub-section 102(1) of the Competition
Act, RSC 1985, c. C-34, as amended (the "Canadian Competition Act"); or
(ii) both of: (x) the receipt of written confirmation from the
Commissioner of Competition that he does not, at that time, intend to make an
application under Section 92 of the Canadian Competition Act; and (y) the
expiry, waiver or termination of any applicable waiting periods under section
123 of the Canadian Competition Act;
Germany
(b) the German Federal Cartel Office (Bundeskartellamt) having
decided that the prohibition criteria in the German Act against Restraints of
Competition 1957, as amended (Gesetz gegen Wettbewerbsbeschrankungen 1957,
"GWB") are not satisfied, or the German Federal Cartel Office being deemed to
have made such a decision in accordance with the GWB in particular because of
lapse, expiration or termination of the applicable waiting period or because
jurisdiction has been declined, in relation to the Acquisition;
South Korea
(c) actual or deemed clearance having been received from the Korea
Fair Trade Commission pursuant to the Monopoly Regulation and Fair Trade Act
(No. 20711 as amended on January 21, 2025), in relation to the Acquisition;
U.S. HSR
(d) all filings having been made and all or any appropriate
waiting periods (including any extension thereof and any timing agreement
entered into with a Regulatory Authority to delay or not to consummate the
transactions entered in connection therewith) under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the regulations thereunder having
expired, lapsed or been terminated as appropriate in each case in respect of
the Acquisition;
UK National Security and Investment
(e) the requisite notification under the National Security and
Investment Act 2021 (the "NSI Act") having been made and, if accepted, the
Secretary of State confirming that no further action will be taken under the
NSI Act in relation to the Acquisition or making a final order under the NSI
Act in respect of the Acquisition, the provisions of which allow the
Acquisition to proceed;
People's Republic of China
(f) to the extent that the State Administration for Market
Regulation of the People's Republic of China ("SAMR") issues a written notice
to Bidco or Qualcomm indicating that the Acquisition will be subject to merger
filing approval in the People's Republic of China despite the parties' view
being that it does not meet merger filing thresholds in the People's Republic
of China:
(i) Bidco or Qualcomm having received a written notice of SAMR
indicating no objection to the Acquisition;
(ii) the statutory clearance period specified by SAMR pursuant to
the China Anti-Monopoly Law, including any extension of such period, having
expired; or
(iii) Bidco or Qualcomm otherwise receiving a formal notice
of SAMR approving the Acquisition;
(g) any other Regulatory Authority in the People's Republic of
China that has formally suggested or notified Bidco or Qualcomm and/or
Alphawave or their counsel that a consultation or a formal filing should be
submitted in relation to the Acquisition after the date of this Announcement
(including but not limited to, following a reference of, or recommendation to
consider, the Acquisition by SAMR), having cleared or decided not to further
review the Acquisition;
Notifications, waiting periods and Authorisations
(h) other than in relation to the matters referred to in
Conditions 3(a) to 3(g) (inclusive), the waiver (or non-exercise within any
applicable time limits) by any Third Party of any termination right, right of
pre-emption, first refusal or similar right arising as a result of or in
connection with the Acquisition including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of
any shares or other securities in, or control or management of, Alphawave by
Bidco or any member of the Wider Qualcomm Group;
(i) other than in relation to the matters referred to in
Conditions 3(a) to 3(g) (inclusive), all notifications, filings or
applications which are necessary or considered appropriate by Bidco (acting
reasonably) having been made in connection with the Acquisition and all
necessary waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each case in
respect of the Acquisition and all Authorisations deemed necessary or
appropriate by Bidco (acting reasonably) in any jurisdiction for or in respect
of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the
Companies Act, the acquisition or the proposed acquisition of any shares or
other securities in, or control or management of, Alphawave or any other
member of the Wider Alphawave Group by any member of the Wider Qualcomm Group
having been obtained in terms and in a form reasonably satisfactory to Bidco
from all appropriate Third Parties or (without prejudice to the generality of
the foregoing) from any person or bodies with whom any member of the Wider
Alphawave Group or the Wider Qualcomm Group has entered into contractual
arrangements and all such Authorisations reasonably considered necessary or
appropriate or desirable to carry on the business of any member of the Wider
Alphawave Group having been obtained and remaining in full force and effect
and all filings necessary for such purpose having been made and there being no
notice or intimation of an intention to revoke, suspend, restrict, modify or
not to renew such Authorisations at the time at which the Acquisition becomes
otherwise unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
(j) other than in relation to the matters referred to in
Conditions 3(a) to 3(g) (inclusive), no Third Party having given notice of a
decision to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and, in each case, not having
withdrawn the same), or having required any action to be taken or otherwise
having done anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice (and in each case,
not having withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order which would or might reasonably be
expected to:
(i) require, prevent or delay the divestiture or materially
alter the terms envisaged for such divestiture by any member of the Wider
Qualcomm Group or by any member of the Wider Alphawave Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of all or any of them to conduct their businesses
(or any part thereof) or to own, control or manage any of their respective
assets or properties (or any part thereof), in each case, to an extent which
is material in the context of the Wider Alphawave Group taken as a whole or in
the context of the Acquisition;
(ii) require, prevent or materially delay a divestiture by any
member of the Wider Qualcomm Group of any shares or other securities (or the
equivalent) in Alphawave and any member of the Wider Alphawave Group;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Qualcomm Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Alphawave or on the
ability of any member of the Wider Alphawave Group or any member of the Wider
Qualcomm Group directly or indirectly to hold or exercise effectively all or
any rights of ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over, any member
of the Wider Alphawave Group;
(iv) otherwise adversely affect any or all of the business, assets,
profits or prospects of any member of the Wider Alphawave Group;
(v) make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, Alphawave by any member of the Wider Qualcomm Group void,
illegal and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly prevent or restrain, restrict, prohibit,
delay or otherwise materially interfere with the implementation of, or impose
additional material conditions or obligations with respect to, or otherwise
materially challenge, impede, interfere or require material amendment of the
Acquisition or the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Alphawave by any member of the
Wider Qualcomm Group;
(vi) except pursuant to Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider Qualcomm Group or the Wider Alphawave Group to
acquire or offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider Alphawave Group or any asset owned by
any Third Party (other than in the implementation of the Acquisition);
(vii) impose any material limitation on the ability of any member of
the Wider Qualcomm Group or any member of the Wider Alphawave Group to
conduct, integrate or co-ordinate all or any part of its business with all or
any part of the business of any other member of the Wider Qualcomm Group
and/or the Wider Alphawave Group; or
(viii) result in any member of the Wider Alphawave Group ceasing to be
able to carry on business under any name under which it presently carries on
business,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition or proposed acquisition of
any Alphawave Shares or otherwise intervene having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
(k) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Alphawave Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or subject
or any event or circumstance which, as a consequence of the Acquisition or the
acquisition or the proposed acquisition by any member of the Wider Qualcomm
Group of any shares or other securities (or the equivalent) in Alphawave or
because of a change in the control or management of any member of the Wider
Alphawave Group or otherwise, could or might reasonably be expected to result
in any of the following to an extent which is material and adverse in the
context of the Wider Alphawave Group or the Wider Qualcomm Group, in either
case, taken as a whole or in the context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider Alphawave
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
(ii) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument or the rights, liabilities, obligations or
interests of any member of the Wider Alphawave Group being terminated, or
adversely modified or affected, or any obligation or liability arising, or any
adverse action being taken or arising thereunder;
(iii) any assets or interests of any member of the Wider Alphawave
Group being or failing to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider Alphawave Group otherwise than in the ordinary and
usual course of business;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property
or assets of any member of the Wider Alphawave Group or any such mortgage,
charge or other security interest (whenever created, arising or having arisen)
becoming enforceable;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider Alphawave Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or business
of any member of the Wider Alphawave Group in or with any other person or body
or firm or company (or any arrangement or agreement relating to any such
interests or business) being or becoming capable of being terminated, or
adversely modified or affected, or any onerous obligation or liability
arising, or any adverse action being taken thereunder;
(vi) any liability of any member of the Wider Alphawave Group to
make any severance, termination, bonus or other payment to any of its
directors or other officers;
(vii) the value of, or the financial or trading position or
prospects of, any member of the Wider Alphawave Group being prejudiced or
adversely affected;
(viii) any member of the Wider Alphawave Group ceasing to be able to
carry on business under any name under which it presently carries on business;
or
(ix) the creation or acceleration of any liability, actual or
contingent, by any member of the Wider Alphawave Group (including any material
tax liability or any obligation to obtain or acquire any material
Authorisation from any Third Party or any person) (other than trade creditors
or other liabilities incurred in the ordinary and usual course of business),
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Alphawave Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would or would
reasonably be expected to result in any of the events or circumstances as are
referred to in Conditions 3(k)(i) to (ix);
Certain events occurring since 31 December 2024
(l) except as Disclosed, no member of the Wider
Alphawave Group having since 31 December 2024:
(i) save as between Alphawave and wholly-owned subsidiaries of
Alphawave or between the wholly-owned subsidiaries of Alphawave and save for
the issue or transfer out of treasury of Alphawave Shares on the exercise of
options or vesting of awards under or the acquisition of Alphawave Share Plans
pursuant to and in accordance with the terms of the Alphawave Share Plans and
in accordance with (and subject to) the terms of the Co-operation Agreement
and the Code, issued or agreed to issue or authorised or proposed or announced
its intention to authorise or propose the issue, of additional shares of any
class, or securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of Alphawave
Shares out of treasury;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or other
distributions whether payable in cash or otherwise) lawfully paid or made by
any wholly-owned subsidiary of Alphawave to Alphawave or any of its
wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and save for
transactions between Alphawave and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Alphawave), implemented, effected, authorised
or proposed or announced its intention to implement, effect, authorise or
propose any merger, demerger, reconstruction, amalgamation, scheme, commitment
or acquisition or disposal of assets or shares or loan capital (or the
equivalent thereof) in any undertaking or undertakings in any such case if and
to an extent which is material in the context of the Wider Alphawave Group
taken as a whole or in the context of the Acquisition;
(iv) except for transactions between Alphawave and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Alphawave, made,
authorised, proposed or announced an intention to propose any change in its
loan capital;
(v) except for transactions between Alphawave and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Alphawave, disposed
of, or transferred, mortgaged or created any security interest over any asset
or any right, title or interest in any asset or authorised, proposed or
announced any intention to do so in any such case if and to an extent which is
material in the context of the Wider Alphawave Group taken as a whole or in
the context of the Acquisition;
(vi) except for transactions between Alphawave and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Alphawave, or in the
ordinary course of business, issued, authorised or proposed or announced an
intention to authorise or propose the issue of, or made any change in or to
the terms of, any debentures or become subject to any contingent liability or
incurred or increased any indebtedness;
(vii) except for transactions between Alphawave and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Alphawave, entered
into any licence or other disposal of, or any encumbrance over, intellectual
property of any member of the Wider Alphawave Group;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise), which is of a long term, unusual or onerous nature or magnitude or
which is or which involves or could be expected to involve an obligation of a
nature or magnitude which is or is expected to be restrictive on the business
of any member of the Wider Alphawave Group, in each case, in a manner which is
material in the context of the Wider Alphawave Group taken as a whole or in
the context of the Acquisition;
(ix) entered into any agreement, arrangement, commitment or contract
which is or is expected to be restrictive on the business of any member of the
Wider Alphawave Group or the Wider Qualcomm Group, as the case may be, other
than to a nature or extent which is in the ordinary and usual course of the
business concerned, in each case to an extent which is material in the context
of the Wider Alphawave Group taken as a whole or in the context of the
Acquisition;
(x) except as: (I) set out in the Co-operation Agreement; (II)
permitted by the Code and/or consented to by the Panel; and/or (III) agreed to
in writing between Qualcomm and/or Bidco and Alphawave, entered into or varied
or authorised or announced its intention to enter into or vary the terms of,
or made any offer (which remains open for acceptance) to enter into or vary
the terms of any contract, service agreement, commitment or arrangement
(except for salary increases, bonuses or variations of terms, each in the
ordinary course of business in accordance with Alphawave's normal practice)
with any director or senior executive of any member of the Wider Alphawave
Group;
(xi) except as: (I) set out in the Co-operation Agreement; (II)
permitted by the Code and/or consented to by the Panel; and/or (III) agreed to
in writing between Qualcomm and/or Bidco and Alphawave, entered into or varied
or authorised or announced its intention to enter into or vary the terms of,
or made any offer (which remains open for acceptance) to enter into or vary
the terms of any contract, service agreement, commitment or arrangement
(except for salary increases, bonuses or variations of terms, each in the
ordinary course of business in accordance with Alphawave's normal practice)
with any employee of any member of the Wider Alphawave Group (other than a
director or senior executive of any member of the Wider Alphawave Group) which
is material in the context of the Wider Alphawave Group taken as a whole or in
the context of the Acquisition;
(xii) except as: (I) set out in the Co-operation Agreement; (II)
permitted by the Code and/or consented to by the Panel; and/or (III) agreed to
in writing between Qualcomm and/or Bidco and Alphawave, proposed, agreed to
provide or modified the terms of any share option scheme, incentive scheme or
other benefit relating to the employment or termination of employment of any
employee of the Wider Alphawave Group, in each case to an extent which is
material in the context of the Wider Alphawave Group taken as a whole or in
the context of the Acquisition;
(xiii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save for in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;
(xiv) except in the ordinary and usual course of business, waived,
compromised or settled any claim against any member of the Wider Alphawave
Group which is material in the context of the Wider Alphawave Group taken as a
whole or in the context of the Acquisition;
(xv) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Alphawave Group and any other person in a
manner which would or might reasonably be expected to be material in the
context of the Wider Alphawave Group taken as a whole or in the context of the
Acquisition or have a material adverse effect on the financial position of the
Wider Alphawave Group taken as a whole or in the context of the Acquisition;
(xvi) except as disclosed on publicly available registers as at the
date of this Announcement, made any alteration to its memorandum or articles
of association or other incorporation documents (other than as proposed at the
General Meeting for the purposes of the Acquisition);
(xvii) except as necessary to comply with any change in applicable
law, made or agreed or consented to any change to:
(a) the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Alphawave Group for its
directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;
(c) the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented to,
in each case, which is material in the context of the Wider Alphawave Group
taken as a whole or in the context of the Acquisition;
(xviii) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business, in each case, which is material in the context of the
Wider Alphawave Group taken as a whole or in the context of the Acquisition;
(xix) other than in respect of a member of the Wider Alphawave
Group which is dormant and was solvent at the relevant time, taken or proposed
any steps, corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a moratorium
of any indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(xx) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership or merger
of business or corporate entities;
(xxi) taken, or agreed or proposed to take, any action which
requires or would require, the consent of the Panel or the approval of
Alphawave Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code; or
(xxii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition 3(l);
No adverse change, litigation, regulatory enquiry or similar
(m) except as Disclosed, since 31 December 2024, there
having been:
(i) no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Alphawave Group in each case which is
material in the context of the Wider Alphawave Group taken as a whole or in
the context of the Acquisition;
(ii) no litigation, arbitration proceedings, investigation,
prosecution or other legal or regulatory proceedings having been threatened,
announced or instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Alphawave Group or to which any member of
the Wider Alphawave Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced, instituted or
remaining outstanding by, against or in respect of, any member of the Wider
Alphawave Group, in each case which is material in the context of the Wider
Alphawave Group taken as a whole or in the context of the Acquisition;
(iii) other than in the ordinary and usual course of business, no
contingent or other liability having arisen, increased or become apparent to
Qualcomm and Bidco which has or is reasonably likely to adversely affect the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Alphawave Group in a way which is material in the context
of the Wider Alphawave Group taken as a whole or in the context of the
Acquisition;
(iv) no enquiry, review or investigation by, or complaint or reference
to, any Third Party against or in respect of any member of the Wider Alphawave
Group having been threatened, announced or instituted or remaining outstanding
by, against or in respect of any member of the Wider Alphawave Group, in each
case which is material in the context of the Wider Alphawave Group taken as a
whole or in the context of the Acquisition;
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Alphawave Group
which is necessary for the proper carrying on of its business, and the
withdrawal, cancellation, termination or modification of which is material in
the context of the Wider Alphawave Group taken as a whole or in the context of
the Acquisition; and
(vi) no member of the Wider Alphawave Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the Wider Alphawave Group taken as a whole or in
the context of the Acquisition;
No discovery of certain matters regarding information, liabilities and
environmental issues
(n) except as Disclosed, Qualcomm and Bidco not having
discovered that:
(i) any financial, business or other information concerning the
Wider Alphawave Group publicly announced prior to the date of this
Announcement or disclosed at any time to any member of the Wider Qualcomm
Group by or on behalf of any member of the Wider Alphawave Group prior to the
date of this Announcement is misleading, contains a misrepresentation of any
fact, or omits to state a fact necessary to make that information not
misleading, in any case to a material extent or which is material in the
context of the Acquisition;
(ii) other than in the ordinary and usual course of business,
any member of the Wider Alphawave Group or any partnership, company or other
entity in which any member of the Wider Alphawave Group has a significant
economic interest and which is not a subsidiary undertaking of Alphawave is
subject to any liability, contingent or otherwise which is material in the
context of the Wider Alphawave Group taken as a whole or in the context of the
Acquisition;
(iii) any past or present member of the Wider Alphawave Group has
not complied in any material respect with all applicable legislation,
regulations or other requirements of any jurisdiction or any Authorisations
relating to the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
or animal health or otherwise relating to environmental matters or the health
and safety of humans, which non-compliance would be likely to give rise to any
material liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Alphawave Group;
(iv) there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property, asset or any
controlled waters currently or previously owned, occupied, operated or made
use of or controlled by any past or present member of the Wider Alphawave
Group (or on its behalf), or in which any such member may have or previously
have had or be deemed to have had an interest, under any environmental
legislation, common law, regulation, notice, circular, Authorisation or order
of any Third Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto; or
(v) circumstances exist (whether as a result of the Acquisition or
otherwise) which would be reasonably likely to lead to any Third Party
instituting (or whereby any member of the Wider Alphawave Group would be
reasonably likely to be required to institute), an environmental audit or take
any steps which would in any such case be reasonably likely to result in any
material actual or contingent liability to improve or install new plant or
equipment or to make good, repair, reinstate or clean up any property of any
description or any asset now or previously owned, occupied or made use of by
any past or present member of the Wider Alphawave Group (or on its behalf) or
by any person for which a member of the Wider Alphawave Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest;
Intellectual property
(o) save as Disclosed, Qualcomm and Bidco not having discovered any
circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider Alphawave Group
which is material in the context of the Wider Alphawave Group taken as a whole
or in the context of the Acquisition, including:
(i) any member of the Wider Alphawave Group losing its title or
right to any intellectual property used in its business;
(ii) any intellectual property owned by any member of the Wider
Alphawave Group being abandoned, revoked, cancelled or declared invalid;
(iii) any claim being asserted in writing or threatened in writing
by any person challenging the ownership by any member of the Wider Alphawave
Group of, or the subsistence, registrability, revocability, validity or
effectiveness of, any intellectual property;
(iv) any claim by or against any member of the Wider Alphawave Group
regarding infringement of intellectual property; or
(v) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Alphawave Group of the Wider
Alphawave Group being terminated or varied;
Anti-corruption, sanctions and criminal property
(p) except as Disclosed, Qualcomm and Bidco not having discovered
that, in each case, to an extent that it is material in the context of the
Wider Alphawave Group taken as a whole or in the context of the Acquisition:
(i) any past or present member, director, officer or employee of
the Wider Alphawave Group is or has engaged in any activity, practice or
conduct which would constitute an offence under the UK Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977 (so far as is applicable) or any
other applicable anti-corruption or anti-bribery law, rule or regulation or
any other applicable law, rule or regulation concerning improper payments or
kickbacks;
(ii) any person that performs or has performed services for or on
behalf of the Wider Alphawave Group is or has engaged in any activity,
practice or conduct in connection with the performance of such services which
would constitute an offence under the UK Bribery Act 2010, the U.S. Foreign
Corrupt Practices Act of 1977 (so far as is applicable) or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule or regulation concerning improper payments or
kickbacks;
(iii) any asset of any member of the Wider Alphawave Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule or regulation concerning money
laundering or proceeds of crime or any member of the Wider Alphawave Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule or regulation concerning money laundering;
(iv) any past or present member, director, officer or employee of
the Wider Alphawave Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:
(A) any government, entity or individual in respect of which U.S.,
UK or European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by U.S., UK or European Union
laws or regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control, or HM Revenue & Customs;
or
(B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law;
(v) any past or present member, director, officer or employee of
the Wider Alphawave Group, or any other person for whom any such person may be
liable or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(C) has engaged in conduct which would violate any relevant laws, rules
or regulations concerning human rights, including but not limited to any law,
rule or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour; or
(D) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule
or regulation concerning government contracting or public procurement; or
(vi) any member of the Wider Alphawave Group is or has been engaged
in any transaction which would cause Qualcomm and/or Bidco to be in breach of
any law or regulation upon its acquisition of Alphawave, including but not
limited to the economic sanctions of the United States Office of Foreign
Assets Control, or HM Revenue & Customs, or any other relevant government
authority.
Part B: CERTAIN FURTHER TERMS OF THE ACQUISITION
1. Subject to the requirements of the Panel and the Code, Bidco
reserves the right, in its sole discretion, to waive, in whole or in part, all
or any of the Conditions set out in Part A of Appendix I above, except
Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i), which cannot be waived. The
deadlines set out in Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be
extended to such later date as may be agreed: (a) in writing by Qualcomm,
Bidco and Alphawave; or (b) as specified by Bidco with the consent of the
Panel, in either case with the approval of the Court, if such approval is
required. If any such deadline is not met, Bidco shall make an announcement
via a Regulatory Information Service by 8.00 a.m. on the Business Day
following such deadline confirming whether it has invoked the relevant
Condition, waived the relevant deadlines (where applicable), or agreed with
Alphawave (or, as the case may be, the Panel) to extend the relevant deadline
in relation to the relevant Condition.
2. Save where Bidco has confirmed the satisfaction or waiver of
all Conditions (other than Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i)), Bidco
shall be under no obligation to waive (if capable of waiver), to determine to
be or remain satisfied or to treat as fulfilled any of the Conditions in Part
A of Appendix I above that are capable of waiver by a date earlier than the
latest date for the fulfilment of the relevant Condition, notwithstanding that
the other Conditions to the Acquisition may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
3. If the Panel requires Bidco to make an offer for Alphawave
Shares under the provisions of Rule 9 of the Code, Bidco may make such
alterations to any of the above Conditions and terms of the Acquisition as are
necessary to comply with the provisions of that Rule.
4. Any Condition that is subject to Rule 13.5(a) of the Code
may be waived by Bidco.
5. Under Rule 13.5(a) of the Code and subject to paragraph 6
below, Bidco may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel
shall normally only give its consent if the circumstances which give rise to
the right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. This shall be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
6. Condition 1, Conditions 2(a), 2(b) and 2(c), and, if
applicable, any acceptance condition if the Acquisition is implemented by way
of an Offer, are not subject to Rule 13.5(a) of the Code.
7. The Alphawave Shares will be acquired pursuant to the
Acquisition fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights now or hereafter
attaching or accruing thereto, including, without limitation, voting rights
and the right to receive and retain in full all dividends, distributions
and/or other return of capital or value announced, declared, made, paid or
becomes payable in respect of the Alphawave Shares, with a record date on or
after the Effective Date.
If, on or after the date of this Announcement and on or before the Effective
Date, any dividend, distribution and/or other return of capital or value is
announced, declared, made, paid or becomes payable in respect of the Alphawave
Shares, Qualcomm and Bidco reserve the right (without prejudice to any right
of Bidco to invoke Condition 3(l)(ii) of Appendix I with the consent of the
Panel) to reduce the consideration payable under the terms of the Cash Offer
(and, if applicable, the consideration due under the terms of the Alternative
Offers) by an amount up to the amount of such dividend, distribution and/or
other return of capital or value (taking into account and subject to foreign
exchange rate adjustments). In these circumstances, the relevant eligible
Alphawave Shareholders will be entitled to receive and retain such dividend,
distribution and/or return of capital or value that is announced, declared,
made, paid or becomes payable, and any reference in this Announcement (or, as
applicable, the Scheme Document or the Offer Document) to the consideration
payable under the Cash Offer (and, if applicable, the consideration due under
the terms of the Alternative Offers) will be deemed to be a reference to the
consideration as so reduced. Any exercise by Qualcomm and Bidco of their
rights referred to in this paragraph will be the subject of an announcement
and, for the avoidance of doubt, will not be regarded as constituting any
revision or variation of the terms of the Scheme or the Acquisition.
If and to the extent any such dividend, distribution and/or other return of
capital or value has been announced or declared, but not made or paid, or is
not payable in respect of the Alphawave Shares on or before the Effective Date
and is or will be: (i) transferred pursuant to the Acquisition on a basis
which entitles Bidco to receive the dividend, distribution and/or other return
of capital or value and to retain it; or (ii) cancelled before payment, the
consideration payable under the Cash Offer (and, if applicable, the
consideration due under the terms of the Alternative Offers) shall not be
subject to change in accordance with this paragraph 7.
Bidco also reserves the right to reduce the consideration payable under the
Cash Offer (and, if applicable, the consideration due under the terms of the
Alternative Offers) in such circumstances as are, and by such amount as is,
permitted by the Panel.
Any exercise by Qualcomm and Bidco of their rights referred to in this
paragraph 7 shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
terms of the Scheme.
8. Bidco reserves the right to implement the Acquisition by way
of an Offer as an alternative to the Scheme (subject to the consent of the
Panel, where necessary, and the terms of the Co-operation Agreement). In such
event, the Offer will be implemented on the same terms and conditions, so far
as applicable, as those which would apply to the Scheme, subject to (if
applicable) the terms of the Co-operation Agreement and appropriate amendments
(including, without limitation, replacing Conditions 2(a), 2(b) and 2(c)) and
(subject to the terms of the Co-operation Agreement) an acceptance condition
set at not more than 75 per cent. (or such other percentage as Bidco and
Alphawave may agree in accordance with the terms of the Co-operation
Agreement, if applicable, or as required by the Panel, being in any case more
than 50 per cent.) of Alphawave Shares to which the Offer relates.
9. The availability of the Cash Offer and the Alternative Offers
to Alphawave Shareholders who are not resident in the United Kingdom may be
affected by the laws or regulatory requirements of the relevant jurisdictions
in which they are resident. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Alphawave Shares at the Court
Meeting or the General Meeting, or to appoint another person as proxy to vote
at the Court Meeting or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal and regulatory requirements. The New Qualcomm
Shares and the New Qualcomm Exchangeable Securities to be issued in connection
with the Alternative Offers under the Acquisition have not been and will not
be registered under the U.S. Securities Act nor under any of the relevant laws
of any Restricted Jurisdiction. 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, except pursuant to exemptions from applicable
requirements of any such Restricted Jurisdiction.
10. The New Qualcomm Shares will be issued credited as fully paid
and will rank pari passu in all respects with the existing Qualcomm Shares.
11. The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction.
12. The Acquisition will be governed by the laws of England and Wales
and subject to the jurisdiction of the courts of England and Wales and to the
Conditions and further terms set out in Appendix I to this Announcement and
the full terms and conditions to be set out in the Scheme Document. The
Acquisition shall be subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange, the FCA (including the UK Listing Rules) and
the Registrar of Companies.
13. Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. The value of US$2,391 million attributed to the entire
issued, and to be issued, ordinary share capital of Alphawave under the Cash
Offer has been calculated based on US$2.48 per Alphawave Share and the entire
issued, and to be issued, ordinary share capital of Alphawave (as set out in
paragraph 2 below).
2. As at the Latest Practicable Date, any references to the
entire issued, and to be issued, ordinary share capital of 964,159,760
Alphawave Shares are each based on:
(a) 763,424,412 Alphawave Shares in issue; plus
(b) a maximum of 102,935,325 Alphawave Shares which may be issued on
or after the date of this Announcement to satisfy the exercise of options or
vesting of awards or the acquisition of Alphawave Shares pursuant to the
Alphawave Share Plans (awards will be subject to any applicable performance
conditions and the treatment as set out in the Co-operation Agreement); 1
plus
(c) 20,571,995 Alphawave Shares that may be issued to satisfy the
exercise of the Alphawave Warrant Holder's rights at an exercise price of
£1.4236; plus
(d) 77,228,028 Alphawave Shares that may be issued to satisfy the
exercise of the conversion rights of all holders of the Alphawave Convertible
Bonds at the conversion price at issuance of US$1.9423 per Alphawave Share
(without adjustment for any change in the conversion price that may occur as a
result of the Scheme becoming Effective under the terms of the Alphawave
Convertible Bonds).
3. The Relevant Alphawave Share Capital has been calculated on
the basis of: (i) the existing issued ordinary share capital of Alphawave on
the Latest Practicable Date (as set out in paragraph 2(a) above); plus (ii)
7,707,773 Alphawave Shares to be issued on or around the date of this
Announcement in connection with the exercise of the Relevant Options; plus
(iii) 757,056 Alphawave Shares to be issued on or around the date of this
Announcement in connection with previously exercised options over Alphawave
Shares; plus (iv) 741,968 Alphawave Shares to be issued on or around the date
of this Announcement to satisfy the vesting of awards pursuant to the LTIP.
4. The Alphawave enterprise value of US$2,416 million has
been calculated by using the value attributed to the entire issued, and to be
issued, ordinary share capital of Alphawave implied by the Cash Offer (as set
and calculated in accordance with paragraph 2 above), plus the amount of net
debt calculated as follows:
(a) net borrowings of US$239 million as at 31 December 2024
calculated as total borrowings of US$352 million as at 31 December 2024 less
the balance sheet value of convertible debt of US$113 million as at 31
December 2024 (reflecting the assumption in paragraph 2(d) above that all
holders of the Alphawave Convertible Bonds exercise their conversion rights
over the full US$150 million principal amount of the Alphawave Convertible
Bonds); plus
(b) lease liabilities of US$20 million as at 31 December
2024; plus
(c) defined pension obligations of US$4 million as at 31
December 2024; less
(d) cash and cash equivalents totalling US$180 million as
at 31 December 2024; less
(e) an estimated US$18 million of cash proceeds from the exercise
of all dilutive options or vesting awards pursuant to the Alphawave Share
Plans; less
(f) an estimated US$40 million of cash proceeds from the exercise
of all Alphawave Warrants based on the exercise price of £1.4236 (or
approximately US$1.9258 based on the Announcement Exchange Rate) as at 28
September 2024.
5. The Closing Price of 94 pence per Alphawave Share on the
Unaffected Date is taken from the Daily Official List.
6. The Alphawave volume-weighted average prices (in pence)
have been derived from Bloomberg data based on volumes traded from 2 March
2025 (for 30 days) and 30 September 2024 (for six months) and have been
rounded down to the nearest whole number.
7. The implied value of Alternative Offer 1 per Alphawave Share of
183 pence has been calculated based on the Qualcomm Share Closing Price of
US$149.24 on the Latest Practicable Date and the Announcement Exchange Rate.
8. As at the Latest Practicable Date, Qualcomm had 1,087,503,078
shares of common stock, with a par value of US$0.0001 each, in issue.
9. Unless otherwise stated, the financial information relating
to Alphawave is extracted from the Alphawave Annual Report 2024, and the
audited consolidated financial statements contained therein have been prepared
in compliance with United Kingdom accounting standards, including IFRS and the
Companies Act.
10. Unless otherwise stated, the financial information relating
to Qualcomm is extracted from Qualcomm's Quarterly Report on Form 10-Q for the
quarterly period ended 30 March 2025, and the unaudited consolidated financial
statements contained therein have been prepared in accordance with U.S. GAAP,
as well as Qualcomm's Annual Report on Form 10-K for the fiscal year ended 29
September 2024, and the audited consolidated financial statements contained
therein have been prepared in accordance with U.S. GAAP.
11. Where amounts are shown in this Announcement in both USD
and GBP, or converted between the aforementioned currencies, an exchange rate
of US$0.74:£1.00 has been used, which has been derived from data provided by
Bloomberg as at the Latest Practicable Date.
Appendix III
IRREVOCABLE UNDERTAKINGS
1. Alphawave Directors' Irrevocable Undertakings
The following Alphawave Directors have each given an irrevocable undertaking
to vote (or procure the voting, as applicable) in favour of the Scheme at the
Court Meeting and the Resolution at the General Meeting (or, in the event that
the Acquisition is implemented by way of an Offer, to accept or procure
acceptance of such Offer) in respect of all of their (and their connected
persons') beneficial holdings of direct and indirect interests in Alphawave
Shares (including interests via the Alphawave Exchangeable Share Structure) or
those Alphawave Shares over which they have control:
Name of Alphawave Director giving undertaking Number of Alphawave Shares in respect of which undertaking is given Percentage of Relevant Alphawave Share Capital
Weili Dai 2 96,275,358 12.5
Michelle Senecal de Fonseca 44,316 0.0
Jan Frykhammar 48,780 0.0
Rahul Mathur 1,037,617 0.1
Tony Pialis 3 88,963,452 11.5
TOTAL 186,369,523 24.1
These irrevocable undertakings extend to: (i) any Alphawave Shares acquired by
the Alphawave Directors as a result of the vesting of awards or the exercise
or conversion of options under the Alphawave Share Plans, the exercise of
conversion rights under the Alphawave Convertible Bonds or the Alphawave
Warrants and the exercise of any other subscription, exchange, redemption,
retraction or call rights to subscribe for or acquire Alphawave Shares
(including in connection with the Alphawave Exchangeable Shares); (ii)
interests in Underlying Alphawave Exchangeable Shares held via the Alphawave
Exchangeable Share Structure, if any; and (iii) any interest in Alphawave
Shares held by entities associated with them, trustees of trusts associated
with them and/or close relatives of them.
Under the terms of these irrevocable undertakings, if the Acquisition is
implemented by way of an Offer and if requested by Qualcomm and/or Bidco, each
Alphawave Director shall be obliged, subject to the terms of the Alphawave
Share Plans and to any restrictions on dealing in such securities imposed by
applicable law and/or any bona fide code adopted by Alphawave from time to
time, to validly exercise the requested number of vested and exercisable
options under the Alphawave Share Plans.
David Reeder, an Alphawave Director, is not interested in any Alphawave Shares
(including via the Alphawave Exchangeable Share Structure) and has therefore
not entered into an irrevocable undertaking in connection with the
Acquisition.
Summary
The obligations of the Alphawave Directors under the irrevocable undertakings
will lapse and cease to have effect on and from the earlier of the following
occurrences:
· this Announcement is not released by 5.00 p.m. on the
date of the irrevocable undertaking (or such later time and/or date as Bidco,
Qualcomm and Alphawave may agree, with the consent of the Panel if required);
· following the release of this Announcement and before the
Scheme Document is published, Bidco or Qualcomm announces, with the consent of
the Panel, that it does not intend to proceed with the Acquisition and no new,
revised or replacement takeover offer or scheme of arrangement is announced by
or on behalf of Bidco or Qualcomm (or any person acting in concert with either
of them) in accordance with Rule 2.7 of the Code within ten Business Days of
such announcement;
· the Scheme lapses or is withdrawn in accordance with its
terms (or having announced its election to implement the Acquisition by way of
an Offer, that Offer is subsequently withdrawn or lapses in accordance with
its terms), provided that this shall not apply where such withdrawal or lapse:
- is a result of Bidco exercising its right, in accordance
with the Code, to elect to implement the Acquisition by way of an Offer rather
than by way of a Scheme; or
- is followed within ten Business Days by a new, revised or
replacement takeover offer or scheme of arrangement announced by or on behalf
of Bidco or Qualcomm (or any person acting in concert with either of them) in
accordance with Rule 2.7 of the Code; or
· any competing offer for the entire issued and to be
issued share capital of Alphawave is made which becomes or is declared wholly
unconditional (if implemented by way of a takeover offer) or otherwise becomes
effective (if implemented by way of a scheme of arrangement).
Such irrevocable undertakings will therefore remain binding in the event a
higher competing offer is made for Alphawave.
In addition, the irrevocable undertaking of Tony Pialis contains undertakings
to elect (or procure an election) for:
· in respect of all of his own beneficial holdings of and other
interests in Alphawave Exchangeable Shares, the Exchangeable Securities
Alternative Offer; and
· in respect of his remaining beneficial holdings of and
other interests in any other Alphawave Shares that are not Alphawave
Exchangeable Shares held within the Alphawave Exchangeable Share Structure,
Alternative Offer 2.
Tony Pialis has also undertaken, in his capacity as an Alphawave Shareholder
or Alphawave Exchangeable Shareholder (as applicable), not to exercise, or
permit the exercise, of any rights or discretions that would result in the
retraction or redemption of any Alphawave Exchangeable Shares from the
Alphawave Exchangeable Share Structure. If, prior to the consummation of the
Exchangeable Securities Alternative Offer and the issuance of the relevant New
Qualcomm Exchangeable Securities:
(a) any compulsory redemption, retraction, transfer, purchase or
cancellation of some or all of the Alphawave Exchangeable Shares occurs, or
any other step, action or event occurs which has a similar effect to the
aforementioned matters (including, without limitation, any failure to remove
any restriction on the ability to transfer Alphawave Exchangeable Shares under
the documentation governing the Alphawave Exchangeable Share Structure no
later than five Business Days prior to the publication of the Scheme Document
(or, if applicable, the Offer Document)) which, in each case, prevents or
frustrates the implementation of the Exchangeable Securities Alternative Offer
or which results in him otherwise failing to comply in all material respects
with his obligations under paragraphs 6 and 7 of such irrevocable undertaking;
(b) Qualcomm or Bidco notifies Alphawave that, having complied
in all material respects with its obligations under clause 10.2.1 of the
Co-operation Agreement, the Exchangeable Securities Alternative Offer cannot
be, or is not reasonably expected to be, implemented on or prior to the
relevant deadline for elections to be made in respect of Exchangeable
Securities Alternative Offer, in circumstances where either: (i) any of
Alphawave and/or JerseyCo has not acted in all material respects in accordance
with the Alphawave Direction or any applicable obligation under the
Co-operation Agreement relating to the Alphawave Exchangeable Share Structure
and/or the Exchangeable Securities Alternative Offer; and/or (ii) he has not
complied in all material respects with his obligations under his irrevocable
undertaking and, in each case, such non-compliance with the foregoing prevents
or frustrates the implementation of the Exchangeable Securities Alternative
Offer; or
(c) Qualcomm or Bidco notifies Alphawave that the Exchangeable
Securities Alternative Offer cannot be, or is not reasonably expected to be,
implemented on or prior to the relevant deadline for elections to be made in
respect of the Exchangeable Securities Alternative Offer, in circumstances
other than those referenced in paragraphs (a) and (b) above,
certain undertakings have been provided by Tony Pialis, as follows:
· in the circumstances described in paragraphs (a) and (b)
above, Tony Pialis has undertaken to: (i) to the extent he has received
Alphawave Shares in exchange for the Alphawave Exchangeable Shares or in
connection with any of the foregoing circumstances, elect for Alternative
Offer 2 in respect of his own beneficial holdings of and other interests in
such Alphawave Shares; and (ii) to the extent he has received cash in exchange
for the Alphawave Exchangeable Shares or in connection with any of the
foregoing circumstances, reinvest all such cash sums (in each case, without
any deduction for any applicable tax or dealing costs or other costs and
expenses) by purchasing either or both Alphawave Shares or Qualcomm Shares in
such manner and amount and on such terms as Qualcomm or Bidco may direct, so
as to ultimately achieve a similar economic position (disregarding taxes,
dealing costs and other costs and expenses incurred as a result of such
circumstances) as regards his interest in Qualcomm Shares as would have been
the case had the relevant circumstances described in paragraphs (a) to (b)
above not occurred;
· in the circumstances described in paragraph (c) above,
Tony Pialis has undertaken to: (i) to the extent he has received Alphawave
Shares in exchange for the Alphawave Exchangeable Shares or in connection with
any of the foregoing circumstances, elect for Alternative Offer 2 in respect
of his own beneficial holdings of and other interests in such Alphawave
Shares; and (ii) to the extent he has received cash in exchange for the
Alphawave Exchangeable Shares or in connection with any of the foregoing
circumstances, reinvest all such cash sums (in each case, net of all
applicable tax, dealing costs and other reasonable costs and expenses) by
purchasing either or both Alphawave Shares or Qualcomm Shares in such manner
and amount and on such terms as Qualcomm or Bidco may direct, so as to
ultimately achieve a similar economic position (taking into account the
applicable taxes, dealing costs and other reasonable costs and expenses
incurred as a result of such circumstances and applying such amounts so as to
reduce his holding of New Qualcomm Exchangeable Securities proportionally in
accordance with the ratio set out in the Qualcomm Exchangeable Securities Term
Sheet) as regards his interest in Qualcomm Shares as would have been the case
had the relevant circumstances described in paragraph (c) above not occurred;
and
· in any of the circumstances described in paragraphs (a),
(b) and (c) above, Tony Pialis has undertaken to co-operate with Qualcomm and
Bidco in good faith and on a timely basis and provide (or procure the
provision of) all requested assistance to ensure that an equivalent portion of
any Qualcomm Shares (as applicable) received as a result of the steps and
actions taken set out above are made subject to equivalent lock-up, transfer
restrictions, clawback conditions and other arrangements set out in or
otherwise contemplated by the Qualcomm Exchangeable Securities Term Sheet set
out in Appendix IV and Tony Pialis' Clawback Agreement.
In connection with Alternative Offer 2 and subject to JerseyCo acting in
accordance with the terms of the JerseyCo Irrevocable Undertaking and the
Alphawave Direction, Tony Pialis has also undertaken to make and issue (or
procure the making and issuance of) all required requests to JerseyCo (as the
registered holder of the Underlying Alphawave Exchangeable Shares) and
otherwise take all such actions and do all such things as are necessary or
desirable to ensure that JerseyCo (as registered holder of the Underlying
Alphawave Exchangeable Shares): (i) validly and unconditionally waives any
entitlement to receive the consideration otherwise due in respect of his own
beneficial holdings of and other interests in Underlying Alphawave
Exchangeable Shares under the Scheme or the Offer (including, for the
avoidance of doubt, the cash consideration payable in connection with the Cash
Offer and the New Qualcomm Shares or New Qualcomm Exchangeable Securities due
under the terms of Alternative Offer 1 or Alternative Offer 2 (as
applicable)); and (ii) does not elect to receive Alternative Offer 1 or
Alternative Offer 2 in respect of his own beneficial holdings of and other
interests in Underlying Alphawave Exchangeable Shares.
The irrevocable undertakings from each of Tony Pialis and Weili Dai have been
provided in respect of certain Alphawave Shares or interests therein
(including, where applicable via the Alphawave Exchangeable Share Structure)
that are held by the trustees of trusts and/or entities associated with them
and/or close relatives of them, the details of which are provided above. Each
of Tony Pialis and Weili Dai has agreed to procure that the relevant trustee
of such trust and (where applicable) the relevant entity and (where
applicable) the relevant close relative complies with the provisions of the
irrevocable undertaking to which they are a party.
2. Non-Director Alphawave Shareholder Irrevocable
Undertakings
In addition to the Alphawave Directors, the Alphawave Shareholders set out in
the below table (the "Non-Director Alphawave Shareholders") have each given an
irrevocable undertaking to vote (or procure the voting, as applicable) in
favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting (or, in the event that the Acquisition is implemented by way of an
Offer, to accept or procure acceptance of such Offer) in respect of their
entire beneficial holdings of direct and indirect interests in Alphawave
Shares (including interests via the Alphawave Exchangeable Share Structure):
Name of Non-Director Alphawave Shareholder giving undertaking Number of Alphawave Shares in respect of which undertaking is given Percentage of Relevant Alphawave Share Capital
Rajeevan Mahadevan 4 88,963,452 11.5
Jonathan Rogers 5 88,963,432 11.5
Alphawave Undertaking Employees 6 22,689,592 2.9
TOTAL 200,616,476 26.0
The irrevocable undertakings of the Non-Director Alphawave Shareholders extend
to: (i) any Alphawave Shares acquired by them as a result of the vesting of
awards or the exercise or conversion of options under the Alphawave Share
Plans, the exercise of conversion rights under the Alphawave Convertible Bonds
or the Alphawave Warrants and the exercise of any other subscription,
exchange, redemption, retraction or call rights to subscribe for or acquire
Alphawave Shares (including in connection with the Alphawave Exchangeable
Shares); (ii) in respect of Rajeevan Mahadevan and Jonathan Rogers only,
interests in Underlying Alphawave Exchangeable Shares held via the Alphawave
Exchangeable Share Structure; and (iii) any interest in Alphawave Shares held
by entities associated with them, trustees of trusts associated with them
and/or close relatives of them.
Under the terms of these irrevocable undertakings, if the Acquisition is
implemented by way of an Offer and if requested by Qualcomm and/or Bidco, each
of the Non-Director Alphawave Shareholders shall be obliged, subject to the
terms of the Alphawave Share Plans and to any restrictions on dealing in such
securities imposed by applicable law and/or any bona fide code adopted by
Alphawave from time to time, to validly exercise the requested number of
vested and exercisable options under the Alphawave Share Plans.
Non-Director Alphawave Shareholders
Summary
The obligations of the Non-Director Alphawave Shareholders under the
irrevocable undertakings will lapse and cease to have effect on and from the
earlier of the following occurrences:
· this Announcement is not released by 5.00 p.m. on the
date of the irrevocable undertaking (or such later time and/or date as Bidco,
Qualcomm and Alphawave may agree, with the consent of the Panel if required);
· following the release of this Announcement and before the
Scheme Document is published, Bidco or Qualcomm announces, with the consent of
the Panel, that it does not intend to proceed with the Acquisition and no new,
revised or replacement takeover offer or scheme of arrangement is announced by
or on behalf of Bidco or Qualcomm (or any person acting in concert with either
of them) in accordance with Rule 2.7 of the Code within ten Business Days of
such announcement;
· the Scheme lapses or is withdrawn in accordance with its
terms (or having announced its election to implement the Acquisition by way of
an Offer, that Offer is subsequently withdrawn or lapses in accordance with
its terms), provided that this shall not apply where such withdrawal or lapse:
- is a result of Bidco exercising its right, in accordance
with the Code, to elect to implement the Acquisition by way of an Offer rather
than by way of a Scheme; or
- is followed within ten Business Days by a new, revised or
replacement takeover offer or scheme of arrangement announced by Bidco or
Qualcomm (or any person acting in concert with either of them) in accordance
with Rule 2.7 of the Code; or
· any competing offer for the entire issued and to be
issued share capital of Alphawave is made which becomes or is declared wholly
unconditional (if implemented by way of a takeover offer) or otherwise becomes
effective (if implemented by way of a scheme of arrangement).
Such irrevocable undertakings will therefore remain binding in the event a
higher competing offer is made for Alphawave.
In addition, the irrevocable undertakings of Rajeevan Mahadevan and Jonathan
Rogers contain undertakings to elect (or procure an election) for:
· in respect of all of their own beneficial holdings of and other
interests in Alphawave Exchangeable Shares, the Exchangeable Securities
Alternative Offer; and
· in respect their remaining beneficial holdings of and other
interests in any other Alphawave Shares that are not Alphawave Exchangeable
Shares held within the Alphawave Exchangeable Share Structure, Alternative
Offer 2.
Rajeevan Mahadevan and Jonathan Rogers have also undertaken, in each case in
their capacity as an Alphawave Shareholder or Alphawave Exchangeable
Shareholder (as applicable), not to exercise, or permit the exercise, of any
rights or discretions that would result in the retraction or redemption of any
Alphawave Exchangeable Shares from the Alphawave Exchangeable Share Structure.
If, prior to the consummation of the Exchangeable Securities Alternative Offer
and the issuance of the relevant New Qualcomm Exchangeable Securities:
(a) any compulsory redemption, retraction, transfer, purchase or
cancellation of some or all of the Alphawave Exchangeable Shares occurs, or
any other step, action or event occurs which has a similar effect to the
aforementioned matters (including, without limitation, any failure to remove
any restriction on the ability to transfer Alphawave Exchangeable Shares under
the documentation governing the Alphawave Exchangeable Share Structure no
later than five Business Days prior to the publication of the Scheme Document
(or, if applicable, the Offer Document)) which, in each case, prevents or
frustrates the implementation of the Exchangeable Securities Alternative Offer
or which results in them otherwise failing to comply in all material respects
with their obligations under paragraphs 6 and 7 of such irrevocable
undertaking;
(b) Qualcomm or Bidco notifies Alphawave that, having complied
in all material respects with its obligations under clause 10.2.1 of the
Co-operation Agreement, the Exchangeable Securities Alternative Offer cannot
be, or is not reasonably expected to be, implemented on or prior to the
relevant deadline for elections to be made in respect of the Exchangeable
Securities Alternative Offer, in circumstances where either: (i) any of
Alphawave and/or JerseyCo has not acted in all material respects in accordance
with the Alphawave Direction or any applicable obligation under the
Co-operation Agreement relating to the Alphawave Exchangeable Share Structure
and/or the Exchangeable Securities Alternative Offer; and/or (ii) Rajeevan
Mahadevan and Jonathan Rogers (as applicable) (respectively) has not complied
in all material respects with their obligations under their irrevocable
undertaking and, in each case, such non-compliance with the foregoing prevents
or frustrates the implementation of the Exchangeable Securities Alternative
Offer; or
(c) Qualcomm or Bidco notifies Alphawave that the Exchangeable
Securities Alternative Offer cannot be, or is not reasonably expected to be,
implemented on or prior to the relevant deadline for elections to be made in
respect of the Exchangeable Securities Alternative Offer, in circumstances
other than those referenced in paragraphs (a) and (b) above,
certain undertakings have been provided by Rajeevan Mahadevan and Jonathan
Rogers, as follows:
· in the circumstances described in paragraphs (a) and (b)
above, Rajeevan Mahadevan and Jonathan Rogers have each undertaken to: (i) to
the extent they have received Alphawave Shares in exchange for the Alphawave
Exchangeable Shares or in connection with any of the foregoing circumstances,
elect for Alternative Offer 2 in respect of their own beneficial holdings of
and other interests in such Alphawave Shares; and (ii) to the extent they have
received cash in exchange for the Alphawave Exchangeable Shares or in
connection with any of the foregoing circumstances, reinvest all such cash
sums (in each case, without any deduction for any applicable tax or dealing
costs or other costs and expenses) by purchasing either or both Alphawave
Shares or Qualcomm Shares in such manner and amount and on such terms as
Qualcomm or Bidco may direct, so as to ultimately achieve a similar economic
position (disregarding taxes, dealing costs and other costs and expenses
incurred as a result of such circumstances) as regards their interest in
Qualcomm Shares as would have been the case had the relevant circumstances
described in paragraphs (a) to (b) above not occurred;
· in the circumstances described in paragraph (c) above,
Rajeevan Mahadevan and Jonathan Rogers have each undertaken to: (i) to the
extent they have received Alphawave Shares in exchange for the Alphawave
Exchangeable Shares or in connection with any of the foregoing circumstances,
elect for Alternative Offer 2 in respect of their own beneficial holdings of
and other interests in such Alphawave Shares; and (ii) to the extent they have
received cash in exchange for the Alphawave Exchangeable Shares or in
connection with any of the foregoing circumstances, reinvest all such cash
sums (in each case, net of all applicable tax, dealing costs and other
reasonable costs and expenses) by purchasing either or both Alphawave Shares
or Qualcomm Shares in such manner and amount and on such terms as Qualcomm or
Bidco may direct, so as to ultimately achieve a similar economic position
(taking into account the applicable taxes, dealing costs and other reasonable
costs and expenses incurred as a result of such circumstances and applying
such amounts so as to reduce their holding of New Qualcomm Exchangeable
Securities proportionally in accordance with the ratio set out in the Qualcomm
Exchangeable Securities Term Sheet) as regards their interest in Qualcomm
Shares as would have been the case had the relevant circumstances described in
paragraph (c) above not occurred; and
· in any of the circumstances described in paragraphs (a),
(b) and (c) above, Rajeevan Mahadevan and Jonathan Rogers have each undertaken
to co-operate with Qualcomm and Bidco in good faith and on a timely basis and
provide (or procure the provision of) all requested assistance to ensure that
an equivalent portion of any Qualcomm Shares (as applicable) received as a
result of the steps and actions taken set out above are made subject to
equivalent lock-up, transfer restrictions, clawback conditions and other
arrangements set out in or otherwise contemplated by the Qualcomm Exchangeable
Securities Term Sheet set out in Appendix IV and their respective Clawback
Agreement.
In connection with Alternative Offer 2 and subject to JerseyCo acting in
accordance with the terms of the JerseyCo Irrevocable Undertaking and the
Alphawave Direction, Rajeevan Mahadevan and Jonathan Rogers have also
undertaken to make and issue (or procure the making and issuance of) all
required requests to JerseyCo (as the registered holder of the Underlying
Alphawave Exchangeable Shares) and otherwise take all such actions and do all
such things as are necessary or desirable to ensure that JerseyCo (as
registered holder of the Underlying Alphawave Exchangeable Shares): (i)
validly and unconditionally waives any entitlement to receive the
consideration otherwise due in respect of their own beneficial holdings of and
other interests in Underlying Alphawave Exchangeable Shares under the Scheme
or the Offer (including, for the avoidance of doubt, the cash consideration
payable in connection with the Cash Offer and the New Qualcomm Shares or New
Qualcomm Exchangeable Securities due under the terms of Alternative Offer 1 or
Alternative Offer 2 (as applicable)); and (ii) does not elect to receive
Alternative Offer 1 or Alternative Offer 2 in respect of their own beneficial
holdings of and other interests in Underlying Alphawave Exchangeable Shares.
The irrevocable undertakings from each of Rajeevan Mahadevan and Jonathan
Rogers have been provided in respect of certain Alphawave Shares held by the
trustees of trusts and/or entities associated with them and/or certain close
relatives of them, the details of which are provided above. Each of Rajeevan
Mahadevan and Jonathan Rogers has agreed to procure that the relevant trustee
of such trust and (where applicable) the relevant entity and (where
applicable) the relevant close relative complies with the provisions of the
irrevocable undertaking to which they are a party.
Alphawave Undertaking Employees
The irrevocable undertakings of two Alphawave Undertaking Employees include an
irrevocable commitment for each of them to exercise the Relevant Options held
by them on the date of their respective irrevocable undertaking, conditional
only on the release of this Announcement. Following the exercise of the
Relevant Options, Alphawave will issue to the two Alphawave Undertaking
Employees, in aggregate, a total of 7,707,773 Alphawave Shares.
3. JerseyCo Irrevocable Undertaking and Alphawave
Direction
JerseyCo Irrevocable Undertaking
JerseyCo has given an irrevocable undertaking under which it has confirmed and
undertaken that, for so long as Qualcomm and/or Bidco (or any person acting in
concert with either of them) is an offeror for the purposes of the
Acquisition, upon receipt of a Receiving Agent Certificate from any Receiving
Agent (each as defined in the Alphawave Direction) of Qualcomm and/or Bidco
(or any person acting in concert with either of them), JerseyCo will comply
with (and take or procure the taking of all steps and actions required to act
upon and give full effect to) Alphawave's instructions and directions under
the Alphawave Direction (including, for the avoidance of doubt, the actions to
be taken by JerseyCo upon receipt of a Receiving Agent Certificate, as set out
in paragraph 2 of the Alphawave Direction) (the "JerseyCo Irrevocable
Undertaking").
The obligations of JerseyCo under the JerseyCo Irrevocable Undertaking will
lapse and cease to have effect upon the same events as the irrevocable
undertakings given by the Non-Director Alphawave Shareholders, as described
above.
Alphawave Direction
Alphawave has entered into the Alphawave Direction under which it has
irrevocably instructed and directed JerseyCo to act in accordance with
instructions relating to any Elections, Acceptances or Rejections (each as
defined in the Alphawave Direction) of Alphawave Exchangeable Shareholders
(other than Alphawave CallCo) upon JerseyCo receiving a Receiving Agent
Certificate from an offeror's Receiving Agent setting out such instructions
relating to Elections, Acceptances or Rejections. Alphawave has further
undertaken not to object to any Receiving Agent Certificate made to JerseyCo
by the relevant Receiving Agent.
Appendix IV
QUALCOMM EXCHANGEABLE SECURITIES TERM SHEET
Set out below is a summary of certain key terms relating to the New Qualcomm
Exchangeable Securities that: (i) eligible Alphawave Shareholders may elect to
receive, in respect of all (but not part) of their holding of Alphawave
Shares, pursuant to Alternative Offer 2; and (ii) eligible Alphawave
Exchangeable Shareholders may elect to receive, in respect of all (but not
part) of their holding of Alphawave Exchangeable Shares, pursuant to the
Exchangeable Securities Alternative Offer.
Information on Qualcomm CallCo and Qualcomm CanCo Qualcomm CallCo will be a direct or indirect wholly-owned subsidiary of
Qualcomm formed under the laws of Canada, which will function as an
intermediary holding company situated between Qualcomm and Qualcomm CanCo.
Qualcomm CanCo will be a direct wholly-owned subsidiary of Qualcomm CallCo and
an indirect wholly-owned subsidiary of Qualcomm. Qualcomm CanCo will be formed
under the laws of Canada for the purpose of implementing Alternative Offer 2
and the Exchangeable Securities Alternative Offer and will issue the New
Qualcomm Exchangeable Securities.
Alternative Offer 2; Exchangeable Securities Alternative Offer; New Qualcomm Under the terms of the Acquisition, as an alternative to the Cash Offer and
Exchangeable Securities Alternative Offer 1, eligible Alphawave Shareholders may elect, in respect of
all (but not part) of their holding of Alphawave Shares, to receive:
for each Alphawave Share: 0.00964 of a New Series A Qualcomm Exchangeable
Security and 0.00698 of a New Series B Qualcomm Exchangeable Security
("Alternative Offer 2").
Under the terms of the Exchangeable Securities Offer, if made, Alphawave
Exchangeable Shareholders will be entitled to receive:
for each Alphawave Exchangeable Share: US$2.48 in cash, being the equivalent
cash consideration payable under the Cash Offer (the "Exchangeable Securities
Cash Offer").
In addition, as an alternative to the Exchangeable Securities Cash Offer,
eligible Alphawave Exchangeable Shareholders may elect, in respect of all (but
not part) of their holding of Alphawave Exchangeable Shares, to receive:
for each Alphawave Exchangeable Share: 0.00964 of a New Series A Qualcomm
Exchangeable Security and 0.00698 of a New Series B Qualcomm Exchangeable
Security (the "Exchangeable Securities Alternative Offer"),
the exchange ratio for the Exchangeable Securities Alternative Offer being the
same as for Alternative Offer 2 (calculated as a total of the New Series A
Qualcomm Exchangeable Securities and New Series B Qualcomm Exchangeable
Securities receivable). All New Qualcomm Exchangeable Securities will,
ultimately, be exchangeable into Qualcomm Shares.
The New Qualcomm Exchangeable Securities will be issued in two series:
· "New Series A Qualcomm Exchangeable Securities"
that will be freely exchangeable into Qualcomm Shares from and after the
Effective Date on a one-for-one basis, subject to applicable laws and the
"Exchange Procedures" described below; and
· "New Series B Qualcomm Exchangeable Securities"
that will be convertible into New Series A Qualcomm Exchangeable Securities on
a one-for-one basis, subject to the "Lock-up" and "Release" provisions
described below.
Both series of New Qualcomm Exchangeable Securities will be subject to the
"Transfer Restrictions" described below.
Qualcomm CanCo will make a joint election under section 85 of the Income Tax
Act (Canada) (the "Tax Act") and the corresponding provisions of any
applicable provincial tax legislation with each Alphawave Exchangeable
Shareholder who elects to receive such New Qualcomm Exchangeable Securities
pursuant to the Exchangeable Securities Alternative Offer (subject to the
provision of all relevant information and documentation by such Alphawave
Exchangeable Shareholder), at an agreed amount selected by such Alphawave
Exchangeable Shareholder subject to the limitations under the Tax Act.
If the Exchangeable Securities Offer is not made for any reason, or if any
Alphawave Exchangeable Shareholders do not accept the Exchangeable Securities
Offer and accordingly retain their Alphawave Exchangeable Shares, it is
expected that a compulsory redemption of all Alphawave Exchangeable Shares
will be triggered by Alphawave CallCo on or after the Effective Date,
resulting in all holders receiving a cash payment equivalent to the Cash
Offer.
Transfer Restrictions New Qualcomm Exchangeable Securities: Except for Permitted Transfers (as
defined in the Appendix to the Qualcomm Exchangeable Securities Term Sheet),
holders of New Qualcomm Exchangeable Securities shall not, directly or
indirectly:
· offer, sell, contract to offer or sell, pledge,
charge, encumber, grant any option (or other right) to purchase, lend or
otherwise transfer or dispose of in connection with the legal and/or
beneficial interest in (or any economic consequences or voting rights
associated with) any New Qualcomm Exchangeable Securities, or permit or make
any other form of agreement or arrangement in connection therewith;
· engage in any hedging or other transaction or
arrangement (including, without limitation, any short sale or the purchase or
sale of, or entry into, any put or call option, or combination thereof,
forward, swap or any other derivative transaction or instrument, however
described or defined) which is designed to or which reasonably could be
expected to lead to or result in a sale, loan, charge, encumbrance, pledge or
other disposition or grant of a right (whether by the holder or someone other
than the holder), or transfer of any of the economic consequences of ownership
or voting rights associated with ownership, in whole or in part, directly or
indirectly, of the legal or beneficial interest in any New Qualcomm
Exchangeable Securities, whether any such transaction or arrangement (or
instrument provided for thereunder) would be settled by delivery of New
Qualcomm Exchangeable Securities or other securities, in cash or otherwise
(any such sale, loan, charge, pledge, grant of right or other disposition, or
transfer of economic consequences or legal or beneficial interest referenced
in this bullet or the bullet above, a "Transfer");
· instruct or arrange for, or otherwise procure or
permit, any other person to engage in or cause any Transfer; or
· otherwise publicly announce any intention to
engage in or cause any of the foregoing.
Qualcomm Shares: Following any exchange of New Series A Qualcomm Exchangeable
Securities for Qualcomm Shares, the Qualcomm Shares received in such exchange
will be freely transferrable, subject to applicable insider trading
restrictions and/or market abuse laws.
Lock-up; Release From the Effective Date until the Final Release Date (as defined below) (the
"Lock-up Period"), holders of New Series B Qualcomm Exchangeable Securities
shall not, directly or indirectly, exchange any New Series B Qualcomm
Exchangeable Securities for New Series A Qualcomm Exchangeable Securities or
Qualcomm Shares, save that 6.25 per cent. of the total amount of New Series B
Qualcomm Exchangeable Securities received by an Alphawave Shareholder or an
Alphawave Exchangeable Shareholder upon the Acquisition becoming Effective
shall be automatically converted into New Series A Qualcomm Exchangeable
Securities on a one-for-one basis on 20 February, 20 May, 20 August and 20
November of each year (the "Quarterly Release Dates" and each a "Quarterly
Release Date"), starting on the first Quarterly Release Date that occurs
following the Effective Date and ending on the sixteenth Quarterly Release
Date following the Effective Date (such date being the "Final Release Date").
Qualcomm shall, at its sole discretion, be entitled to accelerate the release
and conversion of all or part of any or all holders' New Series B Qualcomm
Exchangeable Securities from lock-up and into New Series A Qualcomm
Exchangeable Securities by increasing the size of any tranche of New Series B
Qualcomm Exchangeable Securities being released and converted on any given
Quarterly Release Date by notice in writing to such holder(s).
Upon release, those New Series B Qualcomm Exchangeable Securities subject to
release and automatic conversion into New Series A Qualcomm Exchangeable
Securities on any applicable Quarterly Release Date will no longer be subject
to the Lock-up Period and related restrictions described above.
Dividend Rights on New Exchangeable Shares From and after the Effective Date:
· each holder of New Series A Qualcomm Exchangeable
Securities will be entitled to receive, on a current basis, the pro-rata
portion of any cash dividends that have been declared and paid by Qualcomm in
respect of Qualcomm Shares (in such manner as such holder would be entitled
had they exchanged all of their New Series A Qualcomm Exchangeable Securities
for Qualcomm Shares on or prior to the record date for such cash dividends),
net of applicable U.S. withholding tax, in each case payable by Qualcomm
CanCo; and
· the pro-rata portion of any cash dividends that each
holder of New Series B Qualcomm Exchangeable Securities would be entitled to
receive if it had exchanged (and had been permitted to exchange) all of their
New Series B Qualcomm Exchangeable Securities for Qualcomm Shares on or prior
to the record date for such cash dividends, will accrue and, solely with
respect to any New Series B Qualcomm Exchangeable Securities that are subject
to release and automatic conversion into New Series A Qualcomm Exchangeable
Securities on any given Quarterly Release Date, be delivered in cash to such
holder, on or promptly following the applicable Quarterly Release Date, net of
applicable U.S. withholding tax, in each case payable by Qualcomm CanCo.
Voting Rights No voting rights will attach to any New Qualcomm Exchangeable Securities
(however, upon exchange for Qualcomm Shares, holders of such Qualcomm Shares
shall be free to vote, in their sole discretion, all such Qualcomm Shares).
Tax Holders of the New Qualcomm Exchangeable Securities shall economically bear
any tax (other than Canada Part VI.1 tax) which arises in connection with the
New Qualcomm Exchangeable Securities and shall make any required customary tax
elections reasonably requested by Qualcomm.
Exchange Procedures Full mandatory exchange: Upon the earlier to occur of: (i) the Final Release
Date; and (ii) any change of control (as defined in the Appendix to the
Qualcomm Exchangeable Securities Term Sheet) of Qualcomm, Qualcomm shall have
the right to cause holders of any New Qualcomm Exchangeable Securities to
exchange all of their remaining New Qualcomm Exchangeable Securities, if any,
for Qualcomm Shares.
Partial mandatory exchange: If, at any time following the Effective Date, a
holder of New Qualcomm Exchangeable Securities holds solely New Series A
Qualcomm Exchangeable Securities and no New Series B Qualcomm Exchangeable
Securities, Qualcomm shall have the right, at its sole discretion, to cause
such holder to exchange all of its remaining New Qualcomm Exchangeable
Securities for Qualcomm Shares.
Election periods: Holders of New Series A Qualcomm Exchangeable Securities may
exercise any available exchange rights once every six months and only during
the first 12 calendar days of March or September of the applicable year.
Qualcomm obligation to effect exchange: Qualcomm shall have 10 Business Days
from the last day of the applicable election period to complete any applicable
exchange; provided that each such exchange will be effective as of the 15th
day of the applicable month.
Minimum lot size: Any exercise of exchange rights by a holder of New Series A
Qualcomm Exchangeable Securities must be for a minimum of the lesser of: (i)
500,000 New Series A Qualcomm Exchangeable Securities; or (ii) all of such
holder's remaining New Series A Qualcomm Exchangeable Securities.
Governing Law Delaware
Appendix to the Qualcomm Exchangeable Securities Term Sheet
Permitted Transfers
Each holder of New Qualcomm Exchangeable Securities may only Transfer New
Qualcomm Exchangeable Securities as follows (each, a "Permitted Transfer"):
· for estate or personal tax planning purposes, to an
immediate family member, a family holding corporation, a trust whose sole
beneficiaries are such holder, a family holding corporation or immediate
family members of such holder; provided that any such Transfer shall not
involve a disposition for value; or
· upon the death of such holder, to any beneficiary of or
estate of a beneficiary of such holder pursuant to a trust, will or other
testamentary document or applicable laws of descent; provided that: (i) any
such Transfer shall not involve a disposition for value; and (ii) no filing
under Section 16(a) of the U.S. Exchange Act, other than a Form 5, reporting a
reduction in beneficial ownership of Qualcomm common stock shall be required
or shall be voluntarily made during the Lock-up Period.
Any New Qualcomm Exchangeable Securities Transferred pursuant to a Permitted
Transfer will remain subject to the "Lock-up" and other "Transfer
Restrictions" set out in the Qualcomm Exchangeable Securities Term Sheet, as
applicable.
Notwithstanding the above, no holder may Transfer any New Qualcomm
Exchangeable Securities if such Transfer or attempted Transfer would, as
determined by Qualcomm in its reasonable discretion, create a risk that
Qualcomm CanCo would be required to register the New Qualcomm Exchangeable
Securities pursuant to Section 12(g)(1) of the U.S. Exchange Act.
Certain Definitions
For purposes of this Qualcomm Exchangeable Securities Term Sheet:
· "immediate family" means any relationship by blood,
marriage or adoption;
· "change of control" means any bona fide third-party
tender offer, merger, consolidation or other similar transaction approved by
the board of directors of Qualcomm the result of which is that any person, or
group of persons, other than Qualcomm, shall become, after the closing of such
transaction, the beneficial owner (as defined in Rule 13d-3 and 13d-5 of the
U.S. Exchange Act) of more than 50 per cent. of the total voting power of the
voting stock of Qualcomm; and
· "family holding corporation" means a corporation wholly
owned, directly or indirectly through other corporations by the holder,
immediate family members of the holder, trusts (the only beneficiaries of
which are the holder), immediate family members of the holder or corporations
that otherwise qualify as family holding corporations. If, following a
Transfer of New Qualcomm Exchangeable Securities to an entity that qualifies
as a family holding corporation, such family holding corporation ceases to
qualify as a family holding corporation for the purposes of this definition
(whether as a result of any change in ownership of the relevant family holding
corporation or otherwise), the relevant entity shall be required to Transfer
such New Qualcomm Exchangeable Securities back to the relevant holder of New
Qualcomm Exchangeable Securities.
Appendix V
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition" the proposed acquisition by Bidco of the entire issued, and to be issued,
ordinary share capital of Alphawave not already directly or indirectly owned
by Bidco, by means of the Scheme, or should Bidco so elect (subject to the
consent of the Panel, where necessary, and the terms of the Co-operation
Agreement) by means of an Offer and, where the context admits, any subsequent
revision, variation, extension or renewal thereof;
"Adjusted EBITDA" earnings before interest, taxation, depreciation and amortisation, adjusted to
remove share-based payment charges and non-recurring operating expenses such
as advisory costs associated with acquisitions;
"AI" artificial intelligence;
"Alphawave" Alphawave IP Group plc;
"Alphawave Annual Report 2024" the consolidated annual report and accounts of the Alphawave Group for the
financial year ended 31 December 2024;
"Alphawave Board" the board of directors of Alphawave as at the date of this Announcement, or,
where the context so requires, the board of directors of Alphawave from time
to time;
"Alphawave CallCo" Alphawave Call Inc.;
"Alphawave Convertible Bonds" has the meaning given in paragraph 17;
"Alphawave Direction" the deed of direction and undertaking relating to the Alphawave Exchangeable
Share Structure addressed to JerseyCo and executed by Alphawave on 9 June
2025;
"Alphawave Directors" the directors of Alphawave at the time of this Announcement or, where the
context so requires, the directors of Alphawave from time to time;
"Alphawave Exchangeable Shareholders" the holders of Alphawave Exchangeable Shares;
"Alphawave Exchangeable Shares" the non-voting exchangeable shares in the capital of Alphawave ExchangeCo
having substantially the rights, privileges, restrictions and conditions set
out in the Alphawave ExchangeCo Articles;
"Alphawave Exchangeable Share Structure" has the meaning given in paragraph 14;
"Alphawave ExchangeCo" Alphawave Exchange Inc.;
"Alphawave ExchangeCo Articles" the articles of incorporation of Alphawave ExchangeCo, as the same may be
amended from time to time;
"Alphawave Group" Alphawave and its subsidiary undertakings and, where the context permits, each
of them;
"Alphawave Share Plans" the LTIP and the ESPP;
"Alphawave Shareholders" the holders of Alphawave Shares;
"Alphawave Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
of £0.01 each in the capital of Alphawave and any further shares which are
unconditionally allotted or issued before the Scheme becomes Effective;
"Alphawave Undertaking Employees" has the meaning given to it in paragraph 7;
"Alphawave Warrant Certificate" the warrant certificate executed by Alphawave and issued to the Alphawave
Warrant Holder pursuant to the Alphawave Warrant Instrument;
"Alphawave Warrant Holder" a North American hyperscaler who has been issued Alphawave Warrants pursuant
to the Alphawave Warrant Instrument and the Alphawave Warrant Certificate;
"Alphawave Warrant Instrument" the warrant instrument executed by Alphawave on or around 28 September 2024
constituting the Alphawave Warrants;
"Alphawave Warrants" the 20,571,995 equity warrants of Alphawave constituted by the Alphawave
Warrant Instrument, which are convertible into an aggregate of 20,571,995
ordinary shares of £0.01 each in Alphawave, each with an initial exercise
price of £1.4236, subject to adjustment in the event of certain dilutive
corporate actions undertaken by Alphawave;
"Alternative Offer 1" has the meaning given to it in paragraph 2;
"Alternative Offer 2" has the meaning given to it in paragraph 2;
"Alternative Offer" or "Alternative Offers" has the meaning given to it in paragraph 2;
"Announcement" this announcement under Rule 2.7 of the Code;
"Announcement Exchange Rate" the exchange rate of US$0.74:£1.00 derived from Bloomberg as at 4.30 p.m. on
the Latest Practicable Date;
"Annual Report on Form 10-K" an annual report filed with the SEC on Form 10-K pursuant to Section 13 or
15(d) of the U.S. Exchange Act;
"Articles" the articles of association of Alphawave from time to time;
"ASICs" has the meaning given to it in paragraph 6;
"Authorisations" regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions or approvals;
"Banias Labs" the trade name of Solanium Labs Ltd;
"Barclays" Barclays Bank PLC, acting through its Investment Bank;
"Bidco" Aqua Acquisition Sub LLC;
"Blocking Law" (i) any provision of Council Regulation (EC) No. 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union); or (ii) any provision of Council Regulation (EC) No
2271/1996 of 22 November 1996, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018;
"BMO" BMO Capital Markets Limited;
"Business Day" (save as otherwise specified in this Announcement) a day, other than
Saturdays, Sundays and public holidays in London, New York or California;
"Canadian Competition Act" has the meaning given to it in Condition 3(a) of Appendix I;
"Cash Offer" has the meaning given to it in paragraph 2;
"Clawback Agreements" has the meaning given to it in paragraph 19;
"Clean Team Agreement" the clean team agreement dated 17 April 2025 between Qualcomm and Alphawave
relating to the Acquisition, as described in paragraph 20;
"Closing Price" the closing middle market price of a Alphawave Share on a particular trading
day as derived from the Daily Official List;
"Code" the City Code on Takeovers and Mergers (as amended from time to time);
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Conditions" the conditions to the implementation of the Acquisition, as set out in
Appendix I to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement dated 14 April 2025 between Qualcomm and
Alphawave relating to the Acquisition, as described in paragraph 20;
"Confidentiality and Joint Defense Agreement" the confidentiality and joint defense agreement dated 17 April 2025 between
Qualcomm, Alphawave and their respective external legal counsel relating to
the Acquisition, as described in paragraph 20;
"Co-operation Agreement" the agreement dated 9 June 2025 between Qualcomm, Bidco and Alphawave relating
to, amongst other things, the implementation of the Acquisition, as described
in paragraph 20;
"Court Meeting" the meeting of Alphawave Shareholders to be convened pursuant to an order of
the Court under the Companies Act for the purpose of considering and, if
thought fit, approving the Scheme (with or without amendment), including any
adjournment thereof, notice of which is to be contained in the Scheme
Document;
"Court Order" the order of the Court sanctioning the Scheme;
"Court" the High Court of Justice in England and Wales;
"CPU" Central Processing Unit;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Current Report on Form 8-K" a current report filed with the SEC on Form 8-K pursuant to Section 13 or
15(d) of the U.S. Exchange Act;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;
"Disclosed" the information fairly disclosed by, or on behalf of, Alphawave: (i) in the
Alphawave Annual Report 2024; (ii) in this Announcement; (iii) in any other
Announcement to a Regulatory Information Service made by, or on behalf of,
Alphawave; or (iv) in the virtual data room operated by or on behalf of
Alphawave for the purposes of the Acquisition on or prior to 3 June 2025
(which Qualcomm, Bidco and/or their advisers were able to access prior to the
date of this Announcement);
"EBT" earnings before tax;
"Effective Date" the date on which either: (i) the Scheme becomes Effective; or (ii) if Bidco
elects (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,
the date on which such Offer becomes or is declared unconditional;
"Effective" in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the
Scheme having become effective pursuant to its terms; or
(b) if the Acquisition is implemented by way of an Offer, such
Offer having been declared and become unconditional in accordance with the
Code;
"Election Deadline" the relevant deadline for elections to be made in respect of Alternative Offer
1;
"Enlarged Group" the combined Alphawave Group and Qualcomm Group following completion of the
Acquisition;
"ESPP" the Alphawave Employee Stock Purchase Plan 2021 (as amended from time to
time);
"Euroclear" Euroclear UK & International Limited;
"Evercore" Evercore Partners International LLP;
"Exchangeable Securities Alternative Offer" has the meaning given to it in paragraph 14;
"Exchangeable Securities Cash Offer" has the meaning given to it in paragraph 14;
"Exchangeable Securities Offer" has the meaning given to it in paragraph 2;
"Exchangeable Securities Offer Communication" has the meaning given to it in paragraph 14;
"FCA" the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000;
"Final Release Date" has the meaning given to it in paragraph 12;
"Foreign Exchange Facility" has the meaning given to it in paragraph 2;
"Form(s) of Election" the form(s) of election for use by eligible Alphawave Shareholders electing to
receive either Alternative Offer 1 or Alternative Offer 2 or the Foreign
Exchange Facility;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which shall accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"General Meeting" the general meeting of Alphawave Shareholders (including any adjournment
thereof) to be convened in connection with the Scheme;
"Goldman Sachs" Goldman Sachs International;
"GWB" has the meaning given to it in Condition 3(b) of Appendix I;
"IFRS" International Financial Reporting Standards;
"IP" intellectual property;
"JerseyCo Irrevocable Undertaking" has the meaning given to it in Appendix III;
"JerseyCo" Project AuroraIP Limited;
"KYC and Tax Election Form(s)" the forms(s) for completion of any "know your customer" checks and/or tax
elections or information requests in connection with the New Qualcomm
Exchangeable Securities, which (if any) will accompany (or be made available
with) the Scheme Document;
"Latest Practicable Date" 6 June 2025, being the last business day on which banks are open for business
in London and New York before the date of this Announcement;
"Lock-up Period" has the meaning given to it in paragraph 12;
"London Stock Exchange" London Stock Exchange plc;
"Long-Stop Date" 9 June 2026, or such later date: (i) as may be agreed by Qualcomm, Bidco and
Alphawave (with the Panel's consent, if required); (ii) in a competitive
situation, as Bidco may specify with the Panel's consent; or (iii) as the
Panel may direct under the Note on Section 3 of Appendix 7 to the Code (or,
where the Acquisition is implemented by way of an Offer, under Rule
12.1(a)(ii)), and in each case as the Court may approve (if such approval(s)
are required);
"LTIP" the Alphawave Long Term Incentive Plan 2021 (as amended from time to time);
"Meetings" the Court Meeting and General Meeting;
"NASDAQ" Nasdaq Stock Market LLC;
"New Qualcomm Exchangeable Securities" the New Series A Qualcomm Exchangeable Securities and the New Series B
Qualcomm Exchangeable Securities;
"New Qualcomm Shares" the new Qualcomm shares of common stock with a par value of US$0.0001 per
share, proposed to be issued in connection with Alternative Offer 1;
"New Series A Qualcomm Exchangeable Security" new exchangeable shares issued by Qualcomm CanCo exchangeable for Qualcomm
Shares from and after the Effective Date, proposed to be issued in connection
with Alternative Offer 2 and the Exchangeable Securities Alternative Offer;
"New Series B Qualcomm Exchangeable Security" new exchangeable shares issued by Qualcomm CanCo, convertible into New Series
A Qualcomm Exchangeable Security, proposed to be issued in connection with
Alternative Offer 2 and the Exchangeable Securities Alternative Offer;
"Non-Director Alphawave Shareholders" has the meaning given to it in Appendix III;
"NPU" Neural Processing Unit;
"NSI Act" has the meaning given to it in Condition 3(e) of Appendix I;
"Offer Document" should the Acquisition be implemented by way of an Offer, the document to be
sent to Alphawave Shareholders which will contain, amongst other things, the
terms and conditions of the Offer;
"Offer Period" the offer period (as defined by the Code) relating to Alphawave, which
commenced on 1 April 2025;
"Offer" should the Acquisition be implemented by way of a takeover offer as defined in
Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on
behalf of Bidco to acquire the entire issued, and to be issued, ordinary share
capital of Alphawave and, where the context admits, any subsequent revision,
variation, extension or renewal of such takeover offer;
"Official List" the Official List of the London Stock Exchange;
"OpenFive" OpenFive business unit of SiFive, Inc.;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code;
"Overseas Shareholders" Alphawave Shareholders (or nominees of, or custodians or trustees for
Alphawave Shareholders) not resident in, or nationals or citizens of the
United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Permitted Transfer" has the meaning given to it in the Qualcomm Exchangeable Securities Term Sheet
set out in Appendix IV;
"PRA" the Prudential Regulatory Authority;
"Precise-ITC" Precise-ITC, Inc.;
"Qualcomm" Qualcomm Incorporated;
"Qualcomm Awards" has the meaning given to it in paragraph 11;
"Qualcomm CallCo" a direct or indirect wholly-owned Canadian subsidiary of Qualcomm, and direct
parent company of Qualcomm CanCo, to be formed in connection with the
Acquisition and the Qualcomm Exchangeable Share Structure;
"Qualcomm CanCo" an indirect wholly-owned Canadian subsidiary of Qualcomm to be formed in
connection with the Acquisition and the Qualcomm Exchangeable Share Structure;
"Qualcomm Constitutional Documents" each of the amended and restated certificate of incorporation of Qualcomm, as
amended from time to time, and the amended and restated bylaws of Qualcomm, as
amended, from time to time;
"Qualcomm Exchangeable Securities Term Sheet" the term sheet set out in Appendix IV in relation to the New Qualcomm
Exchangeable Securities;
"Qualcomm Exchangeable Share Structure" means an exchangeable share structure within the Qualcomm Group that is
consistent in all material respects with the parties' discussions with, and
submissions to, the Panel in this regard and, where applicable, the terms of
the Qualcomm Exchangeable Securities Term Sheet;
"Qualcomm Group" Qualcomm and its subsidiary undertakings and where the context permits, each
of them;
"Qualcomm Share Closing Price" the closing sale price of a Qualcomm Share on NASDAQ on a particular trading
day, as derived from Bloomberg L.P.;
"Qualcomm Shares" shares of common stock in Qualcomm with a par value of US$0.0001;
"Quarterly Release Date" or "Quarterly Release Dates" has the meaning given to it in paragraph 12;
"Quarterly Report on Form 10-Q" a quarterly report filed with the SEC on Form 10-Q pursuant to Section 13 or
15(d) of the U.S. Exchange Act;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Authority" any central bank, ministry, governmental, quasi-governmental, supranational,
statutory, court, regulatory, administrative or investigative body, agency or
authority, including, but not limited to, those exercising powers in relation
to anti-trust, competition or merger control, regulatory (including financial
regulatory), taxing, importing or foreign investment matters, or any other
authority, trade agency, association, institution or professional or
environmental body, in any relevant jurisdiction (including, but not limited
to, the Financial Conduct Authority, the Prudential Regulation Authority, the
SEC and NASDAQ) and any other regulatory authority (in each case) whose
consent, or with whom a submission, filing or notification, is necessary in
order to satisfy any of the Regulatory Conditions, and Regulatory Authorities
means all of them;
"Regulatory Conditions" Conditions 3(a) to 3(j)(inclusive) (if and to the extent that, in the case of
paragraphs 3(h) and 3(j), the relevant "Third Party" under those Conditions is
a Regulatory Authority);
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
"Relevant Alphawave Share Capital" (i) the existing issued ordinary share capital of Alphawave on the Latest
Practicable Date; plus (ii) 7,707,773 Alphawave Shares to be issued on or
around the date of this Announcement in connection with the exercise of the
Relevant Options; plus (iii) 757,056 Alphawave Shares to be issued on or
around the date of this Announcement in connection with previously exercised
but unallotted options over Alphawave Shares; plus (iv) 741,968 Alphawave
Shares to be issued on or around the date of this Announcement to satisfy the
vesting of awards pursuant to the LTIP;
"Relevant LTIP Awards" has the meaning given to it in paragraph 11;
"Relevant Options" options over 7,707,773 Alphawave Shares granted to two Alphawave Undertaking
Employees, to be exercised on the date of this Announcement pursuant to the
terms of such Alphawave Undertaking Employees' irrevocable undertakings and
resulting in the issuance of 7,707,773 Alphawave Shares in aggregate to such
Alphawave Undertaking Employees;
"Resolution" the resolution to be proposed at the General Meeting in connection with the
implementation of the Acquisition;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Alphawave Shareholders;
"SAMR" has the meaning given to it in Condition 3(f);
"Sanction Hearing" the hearing by the Court of the application to sanction the Scheme under Part
26 of the Companies Act;
"Scheme Document" the document to be sent to Alphawave Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and the General
Meeting;
"Scheme Record Time" the time and date to be specified as such in the Scheme Document, expected to
be 6.00 p.m. on the day of the Sanction Hearing, or such other time as
Qualcomm, Bidco and Alphawave may agree;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Alphawave and the Alphawave Shareholders in connection with the Acquisition,
with or subject to any modification, addition or condition approved or imposed
by the Court and agreed by Alphawave, Bidco and Qualcomm;
"SEC" the U.S. Securities and Exchange Commission;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 30 per cent.
or more of the total voting rights conferred by the equity share capital of
such undertaking;
"Specified Regulatory Condition" Conditions 3(a) to 3(g) (inclusive);
"Tax Act" has the meaning given to it in the Qualcomm Exchangeable Securities Term Sheet
set out in Appendix IV;
"Third Party" each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction;
"Transfer" has the meaning given to it in the Qualcomm Exchangeable Securities Term Sheet
set out in Appendix IV;
"UK Listing Rules" the rules and regulations made by the FCA under the Financial Services and
Markets Act 2000 (as amended), and contained in the publication of the same
name (as amended from time to time);
"UK MAR" Regulation (EU) 596/2014 as it forms part of the domestic laws of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018;
"Unaffected Date" 31 March 2025, being the last business day on which Alphawave Shares traded on
the London Stock Exchange prior to the commencement of the Offer Period;
"Underlying Alphawave Exchangeable Shares" the Alphawave Shares that are registered in the name of JerseyCo and held
within and subject to the terms of the Alphawave Exchangeable Share Structure;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "U.S." the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"U.S. Exchange Act" the United States Securities Exchange Act 1934 (as amended);
"U.S. GAAP" the generally accepted accounting principles of the United States of America;
"U.S. Holder" a holder of the applicable security who is resident in the United States,
where securities held of record by persons resident in the United States shall
be determined as provided in Rule 12g5-1 of the U.S. Exchange Act, except that
securities held of record by a broker, dealer, bank or nominee for any of them
for the accounts of customers resident in the United States shall be counted
as held in the United States by the number of separate accounts for which the
securities are held;
"U.S. Person" a U.S. person as defined in Regulation S under the U.S. Securities Act and any
nominee thereof;
"U.S. Securities Act" the United States Securities Act of 1933 (as amended);
"Wider Alphawave Group" Alphawave and associated undertakings and any other body corporate,
partnership, joint venture or person in which Alphawave and such undertakings
(aggregating their interests) have a Significant Interest; and
"Wider Qualcomm Group" Qualcomm and associated undertakings and any other body corporate,
partnership, joint venture or person in which Qualcomm and all such
undertakings (aggregating their interests) have a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "Sterling", "GBP", "£" and "pence" are to the lawful
currency of the United Kingdom.
All references to "US$", "USD" and "U.S. Dollars" are to the lawful currency
of the United States.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
1 For the avoidance of doubt, this figure does not include any Alphawave
Shares that may be issued under the ESPP following the Latest Practicable Date
or any LTIP awards that could be granted after the annual LTIP grant cycle in
May 2025 / June 2025 (for Alphawave executive directors).
2 Weili Dai's interests in Alphawave Shares are held solely through
Sutardja Family LLC (of which Weili Dai is the sole manager). Sutardja Family
LLC is an "affiliated person" (within the meaning of the Code) and a "person
closely associated" with Weili Dai (within the meaning of UK MAR).
3 Tony Pialis, together with his connected persons, holds 85,404,573
Alphawave Exchangeable Shares and 3,558,879 Alphawave Shares. Tony Pialis'
direct and indirect interests in Alphawave Shares are held through The Tony
Pialis (2017) Family Trust (of which Tony Pialis is the sole trustee and
discretionary beneficiary) and Pitech Investments Inc. Pitech Investments Inc.
is an "affiliated person" (within the meaning of the Code) and a "person
closely associated" with Tony Pialis (within the meaning of UK MAR).
4 Rajeevan Mahadevan's interests in Alphawave Shares are held through The
Rajeevan Mahadevan (2017) Family Trust (of which Rajeevan Mahadevan is the
sole trustee and (through a wholly-owned company, Jeevan Capital Inc., is a
discretionary beneficiary, and Jeevan Capital Inc. Jeevan Capital Inc. is an
"affiliated person" (within the meaning of the Code) and a "person closely
associated" with Rajeevan Mahadevan (within the meaning of UK MAR).
5 Jonathan Rogers' interests in Alphawave Shares are held solely through
2641239 Ontario Inc., a company whose voting shares are solely owned and
controlled by The Jonathan Rogers (2018) Family Trust of which Jonathan is the
sole trustee and a discretionary beneficiary. 2641239 Ontario Inc. is an
"affiliated person" (within the meaning of the Code) and a "person closely
associated" with Jonathan Rogers (within the meaning of UK MAR).
6 Two of the Alphawave Undertaking Employees hold, in aggregate, an
interest in 7,707,773 Alphawave Shares through the Relevant Options granted to
them by Alphawave that, pursuant to the terms of their irrevocable
undertakings, will be exercised on the date of this Announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OFBBKLBBEQLBBBFRecent news on Alphawave IP
See all newsREG-Verition Fund Management LLC Form 8.3 - Alphawave IP Group plc
AnnouncementREG-BOUSSARD & GAVAUDAN INVESTMENT MANAGEMENT LLP Form 8.3 - Alphawave IP Group plc
AnnouncementREG-Millennium Partners, L.P. Form 8.3 - Alphawave IP Group plc
AnnouncementREG - FIL Limited Alphawave IP Group Qualcomm Inc - Form 8.3 - QUALCOMM INC
AnnouncementREG - State Street Global Alphawave IP Group Qualcomm Inc - Form 8.3 - QUALCOMM Inc
Announcement