REG - Alphawave IP Group Qualcomm Inc - Publication of Scheme Document

QualcommAnnouncement

Mon 07:00

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RNS Number : 9600P  Alphawave IP Group PLC  07 July 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

FOR IMMEDIATE RELEASE

7 July 2025

 

RECOMMENDED ACQUISITON

of

Alphawave IP Group plc ("Alphawave")

by

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

Publication of Scheme Document in relation to the recommended acquisition of
Alphawave by an indirect wholly-owned subsidiary of Qualcomm

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

Publication of the Scheme Document

Alphawave is pleased to announce that a circular in relation to the Scheme
(the "Scheme Document") has been published today, setting out, amongst other
things, a letter from the Chair of Alphawave, the full terms and conditions of
the Scheme including the Alternative Offers and Currency Election, an
explanatory statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court Meeting and the
General Meeting and details of actions to be taken by Scheme Shareholders and
Alphawave Shareholders (as applicable).

The Scheme Document will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Alphawave's
website at https://awavesemi.com/investors/offer-documentation
(https://awavesemi.com/investors/offer-documentation) and Qualcomm's website
at https://investor.qualcomm.com/update-details/update-details-offer/
(https://investor.qualcomm.com/update-details/update-details-offer/) .

Hard copies of the Scheme Document, the Forms of Proxy for the Court Meeting
and the General Meeting and, for Alphawave Shareholders who hold their
Alphawave Shares in certificated form, a Form of Election for use in respect
of making an Alternative Offer Election or Currency Election are being sent to
Alphawave Shareholders, subject to any applicable restrictions relating to
persons resident in Restricted Jurisdictions. For information purposes only,
Alphawave is also making these documents available to persons with information
rights (including Alphawave Convertible Bondholders and the Alphawave
Warrantholder) and participants in the Alphawave Share Plans (subject to any
applicable restrictions relating to persons resident in Restricted
Jurisdictions) and details of the proposals being made to such individuals
will be sent to them separately as detailed below.

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

Action required and notices of the Court Meeting and General Meeting

As detailed in the Scheme Document, in order to become Effective, the Scheme
will require, amongst other things: (i) approval by a majority in number of
Scheme Shareholders present and voting (and entitled to vote) at the Court
Meeting (or any adjournment thereof), either in person or by proxy,
representing 75 per cent. or more in value of the Scheme Shares held and voted
by such Scheme Shareholders; and (ii) the passing of the Special Resolution by
a majority of Alphawave Shareholders representing at least 75 per cent. of the
votes cast, either in person or by proxy, at the General Meeting.

The Court Meeting to approve the Scheme and the General Meeting to approve the
steps contemplated by the Scheme are scheduled to be held at 10:00 a.m. and
10:15 a.m. (or as soon thereafter as the Court Meeting concluded or is
adjourned) respectively, each on 5 August 2025 at the offices of Linklaters
LLP, One Silk Street, London, EC2Y 8HQ, United Kingdom.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to the Scheme Shareholders and Alphawave Shareholders
before the relevant Meetings, through Alphawave's website at
https://awavesemi.com/investors/offer-documentation
(https://awavesemi.com/investors/offer-documentation) and by announcement
through a Regulatory Information Service.

Scheme Shareholders and Alphawave Shareholders (as applicable) are asked to
submit proxy appointments and instructions for the Court Meeting and General
Meeting (as applicable) as soon as possible, using any of the methods
described in the Scheme Document (by post, online or electronically, online or
electronically through CREST or Proxymity). Scheme Shareholders and Alphawave
Shareholders are also strongly encouraged to appoint "the Chair of the
meeting" as their proxy.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of Scheme Shareholder opinion. Whether or not they
intend to attend and/or vote at the Meetings, Scheme Shareholders and
Alphawave Shareholders are therefore strongly urged to complete, sign and
return their Forms of Proxy (by post, online or electronically through CREST
or Proxymity) as soon as possible and, in any event, so as to be received by
Alphawave's Registrar, Equiniti Limited, by not later than 10:00 a.m. on 1
August 2025 in the case of the Court Meeting and 10:15 a.m. on 1 August 2025
in the case of the General Meeting (or, in the case of any adjournment, not
later than 48 hours (excluding any part of such 48-hour period falling on a
non-working day) before the time appointed for the adjourned meeting). The
completion and return of a Form of Proxy (by post, online or electronically
through CREST or Proxymity) will not prevent Scheme Shareholders or Alphawave
Shareholders (as applicable) from attending, speaking and voting in person at
the relevant Meeting, or any adjournment thereof, if they are entitled to and
wish to do so.

Recommendation

Cash Offer

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 and Rule 15 of
the Code.

Accordingly, the Alphawave Directors unanimously recommend that Scheme
Shareholders and Alphawave Shareholders (as applicable) vote (or procure
voting) in favour of the Scheme at the Court Meeting and the Special
Resolution proposed 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 and other 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 issued ordinary share
capital as at the Latest Practicable Date).

The Alternative Offers

As an alternative to the Cash Offer, eligible Scheme Shareholders may elect,
in respect of all (but not part) of their holding of Scheme Shares, to receive
one of the Alternative Offers. For the reasons set out in the Scheme Document,
the Alphawave Directors are not making any recommendation to Scheme
Shareholders as to whether or not they should elect for either Alternative
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 and Rule 15 of the Code.

The Alphawave Directors have reviewed the terms of Alternative Offer 2 but,
for the reasons described in the Scheme Document, 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 the Scheme Document, for individual
Scheme Shareholders.

In addition to the advantages and disadvantages set out in the Scheme
Document, the Alphawave Directors note that whilst Alternative Offer 2 enables
all Scheme 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 section 11 of
Part I (Letter from the Chair of Alphawave) of the Scheme Document 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 and Rule 15 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 Scheme Shareholder, make no
recommendation to Scheme Shareholders in relation to either Alternative Offer
1 or Alternative Offer 2. Scheme Shareholders are strongly encouraged to take
into account such advantages and disadvantages (as set out in the Scheme
Document), as well as their particular circumstances, when deciding whether to
elect for Alternative Offer 1 or Alternative Offer 2.

Eligible Scheme Shareholders are strongly encouraged to take into account the
terms of the Alternative Offers, the key advantages and disadvantages of
Alternative Offer 1 and Alternative Offer 2, the terms of the New Qualcomm
Shares and New Qualcomm Exchangeable Securities as summarised in the Scheme
Document, and also the risk factors and other investment considerations
relating to the Alternative Offers set out in section 2 of Part II
(Explanatory Statement). Eligible Scheme Shareholders should consider their
own 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. Eligible Scheme Shareholders are, therefore, strongly
recommended to seek their own independent financial, tax and legal advice and
to read the Scheme Document in full before deciding whether to elect to
receive either Alternative Offer 1 or Alternative Offer 2.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, and other matters which is also set out in the
Appendix to this Announcement. The Scheme remains conditional on the approval
by the requisite majority of eligible Scheme Shareholders at the Court
Meeting, the requisite majority of Alphawave Shareholders at the General
Meeting and the satisfaction or waiver of the other Conditions set out in the
Scheme Document, including the sanction of the Court, as well as further
terms, as described more fully in the Scheme Document.

Subject to approval at the relevant meetings, Court approval and the
satisfaction or waiver of the other Conditions set out in 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,
the Scheme is expected to become Effective during the first calendar quarter
of 2026. An update to the expected timetable is expected to be announced
following receipt of the relevant regulatory approvals upon which the
Acquisition is conditional. Alphawave will make further announcements through
a Regulatory Information Service, with such announcements also being made
available on Alphawave's website at
https://awavesemi.com/investors/offer-documentation.

Information for Alphawave Shareholders

If the Scheme is sanctioned by the Court as outlined above, the last day of
dealings in, and registration of transfers of Alphawave Shares on the London
Stock Exchange is expected to be the Business Day prior to the Effective Date
and no transfers shall be registered after 6.00 p.m. on that date, following
which Alphawave Shares will be suspended from the Official List and from the
London Stock Exchange's main market for listed securities on the Effective
Date.

Prior to the Scheme becoming Effective, application shall be made to the FCA
and London Stock Exchange for the cancellation of trading of the Alphawave
Shares on the London Stock Exchange's main market for listed securities and
for the cancellation of the listing of the Alphawave Shares on the Official
List, in each case, to take effect on or shortly after the Business Day
following the Effective Date.

From the Scheme Effective Time: (i) Alphawave will procure that entitlements
to Scheme Shares with CREST will be cancelled; and (ii) share certificates in
respect of Scheme Shares held in certificated form will cease to be valid
documents of title and should be destroyed or, at the request of Alphawave,
delivered up to Alphawave, or any person appointed by Alphawave to receive the
same. Entitlements to Scheme Shares shall cease to be valid and entitlements
to Scheme Shares held within the CREST system shall be cancelled.

It is also intended that, following the Scheme becoming Effective, Alphawave
will be re-registered as a private limited company under the relevant
provisions of the Companies Act 2006.

Shareholder helpline

Alphawave Shareholders who have any queries about this Announcement, the
Scheme Document, the Court Meeting or the General Meeting, how to complete the
Forms of Proxy or Form of Election or how to submit their proxies online or
electronically should contact the Shareholder Helpline operated by Equiniti,
Alphawave's Registrar, between 8:30 a.m. and 5:30 p.m. Monday to Friday
(excluding English and Welsh public holidays) on +44 (0) 371 384 2946. Calls
from outside the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones. Please note that
calls may be monitored or recorded and Equiniti cannot provide advice on the
merits of the Acquisition or the Scheme or give any legal, business, financial
or tax advice.

 

Alphawave Share Plans

Participants in the Alphawave Share Plans will be contacted separately to
inform them of the effect of the Scheme on their rights under the Alphawave
Share Plans, including details of any appropriate proposals being made and
dates and times relevant to them.

Alphawave Exchangeable Share Structure

Alphawave Exchangeable Shareholders will be contacted separately by Qualcomm
and Bidco to inform them of the Exchangeable Securities Offer being made to
them, the terms and conditions of such offer and the dates and times relevant
to them, through the Exchangeable Securities Offer Communication and the
related Form of Acceptance.

Alphawave Warrants

The Alphawave Warrantholder will be contacted separately regarding the effect
of the Acquisition on its rights under the Alphawave Warrant Instrument and an
appropriate proposal will be made to the Alphawave Warrantholder consistent
with its rights under the Alphawave Warrant Instrument.

Alphawave Convertible Bonds

The Alphawave Convertible Bondholders will be contacted separately regarding
the effect of the Acquisition on their rights under the Alphawave Convertible
Bonds and an appropriate proposal will be made to the Alphawave Convertible
Bondholders consistent with their rights under the Alphawave Convertible
Bonds.

Alphawave Current Trading

In the Alphawave Trading Statement Q1 2025, Alphawave stated that whilst it is
executing on its strategy and remains excited about the growth potential of
the business, due to economic and tariff regime uncertainty it was not in a
position to provide guidance for full year 2025 or beyond. Alphawave remains
exposed to these headwinds, which include customer uncertainty since early
April 2025 arising from the announcement of a possible offer for the Company
that has resulted in certain customers deferring some purchase decisions.
Alphawave's recent financial performance has been in line with management
expectations in light of these headwinds.

On 30 June 2025, Alphawave entered into an amended Credit Agreement which
suspends the testing of the minimum interest coverage ratio and secured net
leverage ratio covenants until 31 March 2026, whilst maintaining the existing
US$50 million minimum liquidity requirement through the same period. This
amendment was entered into as a precautionary measure in recognition of the
headwinds described above, to support Alphawave's ongoing ordinary course
operations through to the expected completion of the Acquisition in the first
calendar quarter of 2026.

 

Enquiries:

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

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

 Clare Conley, Media Relations                                                  ire@qualcomm.com

                                                                                +1 858 845 5959

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

 Ed Banks

 Preston Comey

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

 

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Alphawave's and Qualcomm's
current expected dates for the implementation of the Scheme and is subject to
change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to Alphawave Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange, with such announcement being made available on Alphawave's website
at https://awavesemi.com/investors/offer-documentation/
(https://awavesemi.com/investors/offer-documentation/) .

 Event                                                                           Time and/or date((1))
 Publication of the Scheme Document                                              7 July 2025
 Latest time for lodging Forms of Proxy for the:
            Court Meeting (blue Form of Proxy)                                   10:00 a.m. on 1 August 2025 ((2))
 General Meeting (yellow Form of Proxy)                                          10:15 a.m. on 1 August 2025 ((3))
 Voting Record Time                                                              6:30 p.m. on 1 August 2025 ((4))
 Court Meeting                                                                   10:00 a.m. on 5 August 2025 ((5))
 General Meeting                                                                 10:15 a.m. on 5 August 2025 ((6))
 The following dates and times associated with the Scheme are subject to change
 and will depend on, amongst other things, the date on which the Conditions to
 the Scheme are satisfied or, if capable of waiver, waived, and the date on
 which the Court sanctions the Scheme. Alphawave will give adequate notice of
 all of these dates and times, when known, by issuing an announcement through a
 Regulatory Information Service, with such announcement being made available on
 Alphawave's website at https://awavesemi.com/investors/offer-documentation/
 (https://awavesemi.com/investors/offer-documentation/) . Further updates and
 changes to these times will be notified in the same way. See also note (1).
 Election Return Time in respect of an Alternative Offer or a Currency           1:00 p.m. on D-1 Business Day
 Election, being the latest time to lodge the green Form of Election (for
 certificated holders) or settlement of TTE Instructions (for CREST
 holders)((7))
 Sanction Hearing                                                                a date expected to be during the first calendar quarter of 2026 and as soon as
                                                                                 reasonably practicable after Bidco confirms the satisfaction (or, if
                                                                                 applicable, waiver) of the Conditions (other than Conditions 1 and 2(c)) ("D")
 Last day for dealings in, and for the registration of transfers of, Alphawave   D+1 Business Day
 Shares
 Scheme Record Time                                                              6:00 p.m. on D+1 Business Day
 Disablement of CREST in respect of Alphawave Shares                             6:00 p.m. on D+1 Business Day
 Suspension of dealings in Alphawave Shares                                      by 7:30 a.m. on D+2 Business Days
 Effective Date of the Scheme                                                    D+2 Business Days ((8))
 Cancellation of listing of Alphawave Shares                                     by 8:00 a.m. on D+3 Business Days
 Issue of New Qualcomm Shares and New Qualcomm Exchangeable Securities           within 14 days of the Effective Date
 Admission of, and commencement of dealings in, New Qualcomm Shares on NASDAQ    within 14 days of the Effective Date
 New Qualcomm CDIs issued and credited to the relevant CREST account(s) (in      within 14 days of the Effective Date
 respect of uncertificated Scheme Shareholders that have validly elected for
 Alternative Offer 1)
 Latest date for despatch of statements of entitlement relating to New Qualcomm  within 14 days of the Effective Date
 Shares held through DRS (in respect of certificated Scheme Shareholders that
 have validly elected for Alternative Offer 1)
 Latest date for despatch of share certificates in respect of New Qualcomm       within 14 days of the Effective Date
 Exchangeable Securities (in respect of Scheme Shareholders that have validly
 elected for Alternative Offer 2)
 Latest date for despatch of cheques, crediting of CREST accounts and            within 14 days of the Effective Date
 processing electronic transfers for cash consideration pursuant to the Cash
 Offer
 Long-Stop Date                                                                  11:59 p.m. on 9 June 2026 ((9))
 The dates and times given are indicative only and are based on current
 expectations and are subject to change (including, amongst other things, the
 date on which the regulatory (and other) Conditions to the Scheme are
 satisfied or, if capable of wavier, waived and the date on which the Court
 sanctions the Scheme, as well as the date on which the Court Order sanctioning
 the Scheme is delivered to the Registrar of Companies).

 (1)          References to times are to London, United Kingdom time
 unless otherwise stated. If any of the times and/or dates above change, the
 revised times and/or dates will be notified to Alphawave Shareholders by
 announcement through a Regulatory Information Service.

 Participants in the Alphawave Share Plans, the Alphawave Exchangeable
 Shareholders, the Alphawave Warrantholder and the Alphawave Convertible
 Bondholders will be contacted separately to inform them of the effect of the
 Scheme on their rights under the Alphawave Share Plans and relevant
 instruments, respectively, including details of any appropriate proposals
 being made and dates and times relevant to them.

 (2)          It is requested that the blue Form of Proxy for the
 Court Meeting be lodged by 10:00 a.m. on 1 August 2025 (not later than 48
 hours prior to the time appointed for the Court Meeting or, if the Court
 Meeting is adjourned, any adjourned Court Meeting (excluding, in each case,
 any part of such 48-hour period falling on a non-working day)). If the blue
 Form of Proxy is not lodged by this time, it may be: (i) scanned and emailed
 to Equiniti at the following email address: proxyvotes@equiniti.com; or (ii)
 handed to the Chair, or Equiniti on behalf of the Chair, in each case prior to
 the commencement of the Court Meeting.

 (3)          In order to be valid, the yellow Forms of Proxy for the
 General Meeting must be received by 10:15 a.m. on 1 August 2025 or, if the
 General Meeting is adjourned, 48 hours prior to the time appointed for the
 adjourned General Meeting (excluding any part of such 48-hour period falling
 on a non-working day). If the yellow Form of Proxy is not lodged by the
 relevant time, it will be invalid.

 (4)          If either the Court Meeting or the General Meeting is
 adjourned, the Voting Record Time for the relevant adjourned meeting will be
 6:30 p.m. on the day which is two Business Days prior to the date of the
 adjourned meeting.

 (5)          To commence at 10:00 a.m. The Court Meeting and the
 General Meeting will each be held at the offices of Linklaters LLP, One Silk
 Street, London EC2Y 8HQ.

 (6)          To commence at 10:15 a.m. or as soon thereafter as the
 Court Meeting concludes or is adjourned.

 (7)          The Election Return Time in respect of an Alternative
 Offer or a Currency Election will be 1:00 p.m. (London time) on the Business
 Day prior to the date of the Sanction Hearing (which remains to be set but is
 currently expected to be a date during the first calendar quarter of 2026).
 Once the date of the Sanction Hearing is set and the expected Effective Date
 is known, Alphawave will announce the Election Return Time via a Regulatory
 Information Service not later than 10 Business Days before the Election Return
 Time (with such announcement being made available on Alphawave's website at
 https://awavesemi.com/investors/offer-documentation/
 (https://awavesemi.com/investors/offer-documentation/) ).

 (8)          The Scheme will become Effective as soon as a copy of
 the Court Order has been delivered to the Registrar of Companies. This is
 expected to occur following suspension of trading in Alphawave Shares and the
 Scheme Record Time. The events which are stated as occurring on subsequent
 dates are conditional on the Scheme Effective Date and operate by reference to
 this date.

 (9)          This is the latest date by which the Scheme may become
 Effective. However, the Long-Stop Date may be extended to such later date as:
 (i) 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). It is expected that the Scheme will become
 Effective during the first calendar quarter of 2026.

 

 

 

Notes relating to Financial Advisers

 

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

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

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

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

Important Notices

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

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

Overseas Shareholders

The release, publication or distribution of this Announcement and/or any
accompanying documents (in whole or in part) in or into or from certain
jurisdictions other than the United Kingdom, United States or Canada 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 Bidco, Qualcomm and/or Qualcomm CanCo or
required by the Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Cash Offer and the Alternative Offers to Alphawave
Shareholders and the availability of the Exchangeable Securities Offer to
Alphawave Exchangeable Shareholders who are not resident in the United
Kingdom, United States or Canada 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, United States or Canada 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, United States or Canada should inform themselves of, and
observe, any applicable legal and regulatory requirements.

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

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

The Acquisition will be subject to the laws of England and Wales, the
jurisdiction of the Court and the applicable requirements of the Code, the
Panel, the UK Listing Rules, the London Stock Exchange and the FCA.

Additional information for U.S. investors in Alphawave

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

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

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

The Acquisition may, in the circumstances provided for in the Scheme Document,
instead be carried out by way of an Offer under the laws of England and Wales.
If Bidco exercises its right to elect (subject to the consent of the Panel,
where necessary, and the terms of the Co-operation Agreement) to implement the
Acquisition by way of an Offer, such Offer will be made in compliance with all
applicable 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 U.S. state, federal and local,
as well as overseas and other tax laws.

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

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

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

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

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

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

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

Cautionary note regarding forward-looking statements

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

The forward-looking statements contained in this Announcement relate to
Qualcomm's 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's
and Bidco's, Alphawave's, any member of the Qualcomm Group's or any member of
the Alphawave Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Qualcomm's and Bidco's, Alphawave's, any other
member of the Qualcomm Group's or any other member of the Alphawave Group's
business.

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

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

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

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

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

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

Disclosure requirements of the Code

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

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

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

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

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

No profit forecasts, estimates or quantified financial benefits statement

No statement in this Announcement, the Scheme Document, or incorporated by
reference in the Scheme Document, is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement or the Scheme Document 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

 

 

A copy of this Announcement will be made available on Alphawave's website and Qualcomm's and Bidco's website at
https://awavesemi.com/investors/offer-documentation (https://awavesemi.com/investors/offer-documentation)
 and
https://investor.qualcomm.com/update-details/update-details-offer/ (https://investor.qualcomm.com/update-details/update-details-offer/)
 respectively by no later than 12 noon (London time) on 8 July 2025. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

Availability of hard copies

In accordance with Rule 30.3 of the Code, Alphawave Shareholders, holders of
convertible instruments, persons with information rights and participants in
the Alphawave Share Plans may request a hard copy of this Announcement, free
of charge, by contacting Equiniti at Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA, United Kingdom or by telephone on +44 (0) 371 384 2946
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. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. In accordance with
Rule 30.3 of the Code, such persons may also request that all future
documents, announcements and information to be sent to them 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, holders of convertible
instruments, persons with information rights, participants in the Alphawave
Share Plans and other relevant persons for the receipt of communications from
Alphawave may be provided to Bidco during the Offer Period as required under
Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Rounding

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

General

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

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

 

 

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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