REG - Qualcomm Inc - Prevailing Market Exchange Rate

QualcommAnnouncement

23/12/2025 07:00

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RNS Number : 5507M  Qualcomm Inc  23 December 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

 

23 December 2025

 

RECOMMENDED ACQUISITION

of

Alphawave IP Group plc ("Alphawave")

by

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

 

 

Announcement of Prevailing Market Exchange Rate

 

On 9 June 2025, in accordance with the UK City Code on Takeovers and Mergers
(the "Code"), the boards of Qualcomm, Bidco and Alphawave announced that they
had reached agreement on the terms and conditions of a recommended acquisition
by Bidco of the entire issued, and to be issued, ordinary share capital of
Alphawave (the "Acquisition").

 

The Acquisition was implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The
circular in relation to the Scheme was published on 7 July 2025 (the "Scheme
Document"). Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out in the
Scheme Document. All references to time in this Announcement are to the time
in London, United Kingdom unless otherwise stated.

 

On 18 December 2025, Qualcomm, Bidco and Alphawave announced that the Scheme
had become Effective.

 

As further described in the Scheme Document, a Foreign Exchange Facility was
made available to Scheme Shareholders, pursuant to which they were entitled to
elect (subject to the terms and conditions of such Foreign Exchange Facility)
to receive the cash consideration pursuant to the Cash Offer in Sterling
(after, if applicable, deduction of any transaction or dealing costs
(including any taxes) associated with the currency conversion) in respect of
all (but not part) of their holding of Scheme Shares at the Prevailing Market
Exchange Rate.

 

Bidco hereby confirms that the Prevailing Market Exchange Rate determined by
the FX Agent on behalf of Bidco is $1.00:£0.7417. Accordingly, the aggregate
Sterling amount payable to Scheme Shareholders who have made a valid Currency
Election is £1,404,261.58 (rounded to two decimal places) and the Sterling
amount payable to each Scheme Shareholder who has made a valid Currency
Election is £1.83 (rounded to two decimal places) for each Scheme Share.

 

Scheme Shareholders who did not make a valid Currency Election (or a valid
Alternative Offer Election) by the Election Return Time (being 1:00 p.m. on 15
December 2025) will receive the cash consideration pursuant to the Cash Offer
in U.S. dollars, with the U.S. dollar amount payable to each such Scheme
Shareholder being US$2.48 for each Scheme Share.

 

Settlement of the consideration to which Scheme Shareholders are entitled
under the terms of the Scheme will be effected in the manner set out in the
Scheme Document within 14 days of the Effective Date.

 

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

 

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

 

Important notices relating to financial advisers

 

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.

 

Further information

 

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

 

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

 

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

 

Overseas Shareholders

 

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

 

To the fullest extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has been
prepared for the purposes of complying with English law and the Code and the
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared with the laws of
jurisdictions outside the United Kingdom.

 

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

 

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

 

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

 

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

 

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

 

Further details in relation to Overseas Shareholders are included in the
Scheme Document.

 

Additional information for U.S. investors in Alphawave

 

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

 

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

 

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

 

The receipt of consideration by a U.S. Holder for the transfer of its
Alphawave Shares pursuant to the Scheme may have tax consequences in the
United States. Each Alphawave 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 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 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 was
authorised to conduct a hearing at which the substantive and procedural
fairness of the terms and conditions of the Scheme were considered. For the
purposes of qualifying for the exemption provided by Section 3(a)(10) of the
U.S. Securities Act, Alphawave advised the Court before the hearing that the
Court's approval of the Scheme constituted the basis for an exemption from the
registration requirements of the U.S. Securities Act, pursuant to Section
3(a)(10).

 

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

 

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

 

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 on 24 December 2025. For the
avoidance of doubt, the contents of these websites are not incorporated into
and do not form part of this Announcement.

 

Rounding

 

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

 

General

 

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

 

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

 

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