Following Qualcomm’s 1st April 2025 announcement stating it is considering making an offer to acquire the entire issued, and to be issued, share capital of Alphawave, please find below a listing a relevant documents.
© COPYRIGHT 2025 ALPHAWAVE SEMI
Recommended acquisition (the “Offer”) of Alphawave IP Group plc (“Alphawave”) by Aqua Acquisition Sub LLC (“Bidco”), an indirect wholly-owned subsidiary of Qualcomm Incorporated (“Qualcomm”)
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ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH ALPHAWAVE REGARDS AS UNDULY ONEROUS.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY QUALCOMM, BIDCO AND ALPHAWAVE RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Please read this notice carefully - it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at our sole discretion.
Nothing on the Microsite, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Offer will be set out in the formal Scheme Document. In deciding whether or not to vote in favour of the Offer, Alphawave shareholders should rely only on the information contained in the formal Scheme Document.
Terms defined in the announcement of the Offer dated 9 June 2025 (the “Announcement”) shall have the same meaning when used in this notice.
Access to the Microsite
To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.
Overseas Persons
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
The Information must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into any restricted jurisdiction, where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Alphawave regards as unduly onerous (a “Restricted Jurisdiction”).
If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
The New Qualcomm Shares 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.
Notice to U.S. Investors
The Offer is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules of the U.S. Exchange Act. Accordingly, the Offer is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules. Also, the financial information included in this Microsite has been prepared in accordance with International Financial Reporting Standards and thus 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. If Qualcomm and/or Bidco (as the case may be) exercises its right in the future to implement the Offer by way of a takeover offer, that offer will be made in compliance with the applicable U.S. laws and regulations.
It may be difficult for U.S. holders of Alphawave shares to enforce their rights and claims arising out of the U.S. federal securities laws, since Alphawave is located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Alphawave shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Qualcomm, Bidco or their nominees, 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 Offer, before or during the period in which the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, Goldman Sachs International will continue to act as an exempt principal trader in Alphawave shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases will not be made at prices higher than the price of the Offer provided in the Announcement unless the price of the Offer is increased accordingly. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the Financial Services Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com.
The New Qualcomm Shares have not been, and will not be, registered under the U.S. Securities Act, or applicable state securities laws. Accordingly, the New Qualcomm Shares may not be offered, sold, resold, taken up, transferred or delivered, directly or indirectly, in the United States absent registration or an available exemption or a transaction not subject to the registration requirements of the U.S. Securities Act.
The New Qualcomm Shares 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 High Court of Justice in England and Wales, and similar exemptions from registration under applicable state securities laws.
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.
Basis of access
The Information is made available in good faith and does not constitute an offer to sell or otherwise
dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities
pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Certain Information has been prepared for the purposes of complying with English and Welsh law
and the City Code on Takeovers and Mergers and therefore may not be the same as that which
would have been disclosed if this information had been prepared in accordance with the laws and
regulations of any jurisdiction outside of England and Wales.
The Information speaks only at the date of the relevant document or announcement reproduced on
this Microsite, and Alphawave has, and accepts, no responsibility or duty to update any such
information, document or announcement and reserves the right to add to, remove or amend any
information reproduced on this Microsite at any time.
Similarly, copies of the contents of the following pages (including documents posted thereon) are
not being, and must not be, released or otherwise forwarded, distributed, or sent in or into a
Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are
permitted to view these materials, please exit this Microsite and seek independent advice. Neither
Alphawave nor any of its advisers, assumes any responsibility for any violation by any person of any
of these restrictions.
Responsibility
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of Alphawave is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Alphawave, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for, or accepts any liability in respect of, any information contained on any other website which may be linked to this Microsite by a third party.
Forward-looking statements
The Information (including information incorporated by reference) in this Microsite may contain
forward-looking statements regarding Alphawave’s financial position, results of operations and
businesses of Alphawave and its group, the current expectations of the management of Alphawave,
business strategy, plans and objectives of management for future operations and are naturally
subject to uncertainty and changes in circumstances. Forward looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual results, performance
or achievements of Alphawave and its group, Bidco and its group or Qualcomm and its group to be
materially different from any future results, performance or achievements expressed or implied by
such forward-looking statements. All statements other than statements of historical facts included in
any document may be forward looking statements. Forward-looking statements also often use words
such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” and
words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances, and readers are cautioned not to place
undue reliance on such statements. These forward-looking statements speak only as of the date of
the respective documents. Alphawave expressly disclaims any obligation or undertaking to update
or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended
to be a profit forecast.
Other
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
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