THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE PROHIBITED BY APPLICABLE LAW. This announcement is for information purposes only and is not an offer to purchase or a solicitation of an offer to sell any Convertible Bonds (as defined below) in any jurisdiction.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS OF THE CONVERTIBLE BONDS. IF ANY BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE, IT IS RECOMMENDED TO SEEK ITS OWN FINANCIAL AND/OR LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. This notice is issued and directed only to the holders of the Convertible Bonds and no other person shall, or is entitled to, rely or act on, or be able to rely or act on, its contents, and it should not be relied upon by any holder of the Convertible Bonds for any other purpose.
9 June 2025
Recommended acquisition of Alphawave IP Group plc (“Alphawave”) by Aqua Acquisition Sub LLC (“Bidco”), an indirect wholly-owned subsidiary of Qualcomm Incorporated (“Qualcomm”)
Reference is made to the U.S.$150,000,000 3.75 per cent. senior unsecured convertible bonds due 1 March 2030 (the “Convertible Bonds”) issued by Alphawave on 18 December 2024 and constituted under a trust deed dated 18 December 2024 between Alphawave and U.S. Bank Trustees Limited (the “Trust Deed”).
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 acquisition by Bidco for the entire issued, and to be issued, ordinary share capital of Alphawave (the “Offer”).
We hereby notify the holders of the Convertible Bonds that a copy of the firm offer announcement pursuant to Rule 2.7 of the Code (the “Announcement”) has been made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Alphawave’s website at https://awavesemi.com/investors/offer-documentation.
The full text of the Announcement and all other information, documents and announcements relating to the Offer will remain available during the course of the offer period on Alphawave’s website at https://awavesemi.com/investors/offer-documentation. This document is not to be taken as a summary of the information in the Announcement and should not be regarded as a substitute for reading the Announcement in full.
Please contact Investor Relations at ir@awavesemi.com on +44 (0) 203 9669 684 for any administrative queries you may have.
Jan Frykhammar
Non-Executive Chairman
On behalf of Alphawave IP Group plc