Alphawave IP Group plc’s (LON:AWE) proposed acquisition by Aqua Acquisition Sub LLC, a wholly-owned subsidiary of Qualcomm Incorporated, continues to progress, with key regulatory approvals now received. The transaction is being executed through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
As of 22 October 2025, the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act expired without objection. In Germany, the Federal Cartel Office confirmed on 24 November 2025 that the transaction does not meet the prohibition criteria under the German Act against Restraints of Competition. In Canada, the applicable waiting period under section 123 of the Competition Act expired on 14 November 2025. These outcomes have satisfied Conditions 3(b), 3(d), 3(e) and part of Condition 3(a) in the scheme documentation.
The final outstanding regulatory condition remains the actual or deemed merger control approval in South Korea. Bidco and Alphawave expect this condition to be satisfied or waived prior to the scheduled Sanction Hearing on 16 December 2025.
Should the South Korean regulatory condition not be satisfied or waived in time, the Sanction Hearing will be postponed. This will also result in revised dates for related events, including the deadlines for Alternative Offer Elections, Currency Elections and the Exchangeable Securities Offer. Any previously submitted elections will remain valid unless withdrawn before the updated Election Return Time.
Assuming all conditions are met, the scheme is expected to become effective on 18 December 2025. Trading in Alphawave shares will be suspended by 7:30 a.m. that day, and the listing will be cancelled by 8:00 a.m. on 19 December 2025. New Qualcomm shares and exchangeable securities will be issued by 1 January 2026, with cash consideration payments processed by the same date.
The deadline for submitting Exchangeable Securities Offer forms is 1:00 p.m. on 9 December 2025. For Alternative Offer or Currency Elections, the deadline is 1:00 p.m. on 15 December 2025. Elections must cover an entire shareholding and cannot be split between different offers or currencies unless specific criteria for CREST nominees with pooled accounts are met.
Nominees operating pooled CREST accounts must submit elections from separate CREST member accounts to reflect single, whole shareholding elections for one of the options. If these conditions are not met, such elections will be deemed invalid and shareholders will receive cash consideration in U.S. dollars.
Beneficial owners are advised to liaise promptly with their nominees if they intend to make an election and to ensure all necessary arrangements are in place before the relevant deadlines.
In accordance with Rule 19.6(b) of the Takeover Code, Bidco has announced a revision to the post-offer intentions. While it was initially stated that all non-executive directors would step down following completion of the acquisition, it has now been confirmed that Alphawave’s Chief Executive Officer, Tony Pialis, Chief Financial Officer, Rahul Mathur, and Interim Executive Director, Weili Dai, will also resign from the board.
Tony Pialis and Rahul Mathur will continue their employment with Alphawave post-acquisition, although they will no longer serve as directors. Weili Dai will leave the company entirely upon completion.
The long-stop date for the acquisition to become effective is 11:59 p.m. on 9 June 2026. Further updates will be issued via Regulatory Information Services as necessary.
The full update reads:
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 is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme“).
Alphawave published the scheme document in relation to the Scheme on 7 July 2025 (the “Scheme Document“) and announced on 5 August 2025 that the relevant resolutions had been passed by the requisite majorities of Scheme Shareholders and Alphawave Shareholders to approve the Scheme and to authorise the Alphawave Directors to take the necessary steps to carry the Scheme into effect at the Court Meeting and General Meeting held on that day. 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.
1. Update on Regulatory Conditions
On 5 August 2025, Alphawave announced that clearance from the UK government had been received in respect of the notification made under the National Security and Investment Act 2021 for the Acquisition.
Alphawave and Bidco are pleased to confirm that the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations thereunder expired on 22 October 2025. Additionally, the German Federal Cartel Office (Bundeskartellamt) issued a decision on 24 November 2025 that the prohibition criteria in the German Act against Restraints of Competition 1957, as amended (Gesetz gegen Wettbewerbsbeschrankungen 1957) are not met. Accordingly, Conditions 3(b), 3(d) and 3(e) set out in Part A of Part III of the Scheme Document have been satisfied.
The applicable waiting period under section 123 of the Competition Act, RSC 1985, c. C-34, as amended (the “Canadian Competition Act“) also expired on 14 November 2025, which satisfies limb (y) of Condition 3(a) set out in Part A of Part III of the Scheme Document. This entitles Bidco and Alphawave to proceed with completion of the Acquisition in accordance with the Canadian Competition Act. Bidco currently intends to waive Condition 3(a) to the extent that it has not been fully satisfied before the Sanction Hearing.
Completion of the Acquisition remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in Part III of the Scheme Document, including (amongst others), actual or deemed merger control approval in South Korea (the “Outstanding Regulatory Condition“), the sanction of the Scheme by the Court at the Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.
Bidco and Alphawave currently expect the Outstanding Regulatory Condition to be satisfied (or, where applicable, waived) before the Sanction Hearing, which has been scheduled to take place on 16 December 2025 at the Companies Court (the Insolvency and Companies Court) located at 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, United Kingdom.
The holding of the Sanction Hearing and, therefore, the other events referred to in the expected timetable of principal events set out below occurring on the dates indicated, are dependent on the satisfaction (or, where applicable, waiver) of the Outstanding Regulatory Condition set out in Part A of Part III of the Scheme Document.
If the Outstanding Regulatory Condition has not been satisfied (or, where applicable, waived) on or before the Sanction Hearing:
· the date of the Sanction Hearing will be postponed and the other dates referred to in the expected timetable of principal events set out below will change;
· the Election Return Time in respect of an Alternative Offer or a Currency Election, being the latest time for eligible Scheme Shareholders to make an Alternative Offer Election or a Currency Election in respect of their entire holding of Scheme Shares, will be postponed to a later date;
· the Election Return Time for the Exchangeable Securities Offer, being the latest time for Alphawave Exchangeable Shareholders to accept the Exchangeable Securities Offer (and, if applicable, elect to receive the Exchangeable Securities Alternative Offer) in respect of all of their holding of Alphawave Exchangeable Shares, will be postponed to a later date; and
· Alphawave will make a further announcement regarding the expected timetable of principal events for the implementation of the Scheme.
For the avoidance of doubt, any valid Form of Election that has been delivered, or valid TTE Instruction that has been submitted, prior to any further announcement regarding the expected timetable of principal events for the implementation of the Scheme will remain valid, unless withdrawn by notice to the Receiving Agent or through CREST, in either case so as to be received or settled by the Receiving Agent by no later than the revised Election Return Time.
Alphawave will make further announcements with respect to the Outstanding Regulatory Condition and the expected timetable of principal events as appropriate through a Regulatory Information Service, with any such announcements being made available on Alphawave’s website at https://awavesemi.com/investors/offer-documentation and Qualcomm’s and Bidco’s website at https://investor.qualcomm.com/update-details/update-details-offer/.
2. Next Steps and Expected Timetable
Subject to the satisfaction (or, where applicable, waiver) of the Outstanding Regulatory Condition set out in Part A of Part III of the Scheme Document, the Sanction Hearing has been scheduled to take place on 16 December 2025 and subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions, the Effective Date of the Scheme is expected to be 18 December 2025.
Accordingly, the Election Return Time in respect of an Alternative Offer Election or a Currency Election has been set for 1:00 p.m. on 15 December 2025 and the Election Return Time for the Exchangeable Securities Offer has been set for 1:00 p.m. on 9 December 2025.
Alternative Offer Elections and Currency Elections
Eligible Scheme Shareholders who wish to elect for an Alternative Offer or make a Currency Election in respect of their entire holding of Scheme Shares must submit an Alternative Offer Election or a Currency Election (as applicable) by the applicable Election Return Time.
Scheme Shareholders are reminded that they may only make an Alternative Offer Election: (i) for one Alternative Offer; (ii) if they have not made a Currency Election; and (iii) in respect of their entire holding of Scheme Shares. Any purported Alternative Offer Election for both Alternative Offers, for both an Alternative Offer Election and a Currency Election and/or in relation to part only of a Scheme Shareholder’s holding of Scheme Shares, shall be deemed to be void and invalid and the consideration in respect of all Scheme Shares held by such Scheme Shareholder shall be settled by way of cash consideration in U.S. dollars pursuant to the Cash Offer.
A Scheme Shareholder may only make a Currency Election: (i) if they have not made an Alternative Offer Election; and (ii) in respect of their entire holding of Scheme Shares. Any purported Currency Election in relation to part only of a Scheme Shareholder’s holding of Scheme Shares, or for both an Alternative Offer and a Currency Election, shall be deemed to be void and invalid and the consideration in respect of all Scheme Shares held by such Scheme Shareholder shall be settled by way of cash consideration in U.S. dollars pursuant to the Cash Offer.
For these purposes, each portion of a Scheme Shareholder’s holding which is recorded in the register of members of Alphawave by reference to a separate designation at the Scheme Record Time, whether in certificated or uncertificated form, shall be treated as a separate holding.
Important notes for CREST nominees and beneficial owners of Scheme Shares
Any Scheme Shareholder that is a CREST nominee that operates a pooled account shall be permitted to make an Alternative Offer Election or a Currency Election in respect of part (but not all) of their holding of Scheme Shares, but only if such partial Alternative Offer Election or Currency Election: (i) reflects an instruction given to such Scheme Shareholder (being a CREST nominee that operates a pooled account) by a beneficial owner of such Scheme Shares to elect for either Alternative Offer 1 or Alternative Offer 2 or make a Currency Election in respect of all (and not part only) of such beneficial owner’s beneficial holding of Scheme Shares; and (ii) such Scheme Shareholder (being a CREST nominee that operates a pooled account) only makes an Alternative Offer Election for one Alternative Offer or makes a Currency Election.
For the avoidance of doubt, a CREST nominee that operates a pooled account shall not be permitted to make: (i) both a Currency Election and an Alternative Offer Election; (ii) an election for both Alternative Offers and a Currency Election; or (iii) an election for both Alternative Offers, in respect of all or part of their registered holding of Scheme Shares. Any such election shall be deemed void and invalid and the consideration in respect of all Scheme Shares held by such Scheme Shareholder (being the CREST nominee that operates a pooled account) shall be settled by way of cash consideration in U.S. dollars pursuant to the Cash Offer.
Important actions required for beneficial owners of Scheme Shares and CREST nominees operating pooled accounts
Any beneficial owner of Scheme Shares, whose Scheme Shares are held in uncertificated form in a pooled CREST account operated by a nominee or similar registered holder of Scheme Shares, and who wishes to elect for either Alternative Offer 1 or Alternative Offer 2 or make a Currency Election, should contact their nominee or similar registered holder of the Scheme Shares. Such persons may need to first arrange with such nominee or similar registered holder for the transfer of such Scheme Shares into, and then make an Alternative Offer Election or Currency Election in, their own name as the registered holder of the relevant Scheme Shares as soon as possible and by the Election Return Time. Alternatively, any such beneficial owner of Scheme Shares should ensure its CREST nominee or similar registered holder has made the relevant arrangements (as detailed below) to ensure its election will be deemed valid.
Any CREST nominee that operates a pooled account must ensure that:
· it has at least three separate member accounts in CREST (so as to appear as three separate designations in the register of members of Alphawave) to enable TTE Instructions relating to Alternative Offer 1, Alternative Offer 2 or a Currency Election to each be submitted from separate member accounts. If a CREST nominee that operates a pooled account only has a single designation in the register of members of Alphawave, it must create new member account IDs in CREST as soon as possible; and
· all elections from beneficial owners for Alternative Offer 1 or Alternative Offer 2 or a Currency Election are submitted by the CREST nominee through TTE Instructions from separate member accounts of the CREST nominee, each such separate member account reflecting a single election in respect of Scheme Shares for Alternative Offer 1, Alternative Offer 2 or a Currency Election, and settle in CREST by the Election Return Time. Any member account of a CREST nominee that submits a partial election in respect of Scheme Shares for more than one of Alternative Offer 1, Alternative Offer 2 or a Currency Election will be deemed invalid.
If it is not possible to set up separate member accounts for elections for Alternative Offer 1, Alternative Offer 2 and a Currency Election, any such CREST nominee must make arrangements with any beneficial owner who wishes to elect for either Alternative Offer 1 or Alternative Offer 2 or make a Currency Election for the transfer of such Scheme Shares into the name of such beneficial owner as the registered holder of the relevant Scheme Shares as soon as possible and in any event before the Election Return Time.
Scheme Shareholders should consult Parts VIII (Notes on Making an Alternative Offer Election) and IX (Notes on Making a Currency Election) of the Scheme Document for further instructions on how to make an Alternative Offer Election or Currency Election, respectively, and details on what actions to take in respect of their certificated and/or uncertificated holdings of Scheme Shares. Scheme Shareholders who wish to receive the cash consideration pursuant to the Cash Offer in U.S. dollars do not need to make an election, as any Scheme Shareholders who do not make an Alternative Offer Election or Currency Election will automatically receive such cash consideration in U.S. dollars.
Exchangeable Securities Offer
Eligible Alphawave Exchangeable Shareholders who wish to accept the Exchangeable Securities Offer (and, if applicable, elect to receive the Exchangeable Securities Alternative Offer) in respect of all of their holding of Alphawave Exchangeable Shares must submit a Form of Acceptance by the Election Return Time for the Exchangeable Securities Offer. Such Alphawave Exchangeable Shareholders should consult the Exchangeable Securities Offer Communication (in particular, the procedure for acceptance and making an election set out in paragraph 10 of the Exchangeable Securities Offer Communication) and the Form of Acceptance.
Expected Timetable
An updated expected timetable of principal events for the implementation of the Scheme is set out below. These dates and times are indicative only and are subject to change. As noted above, if the Outstanding Regulatory Condition has not been satisfied (or, where applicable, waived) on or before the Sanction Hearing, it is expected that the date of the Sanction Hearing will be postponed and the other dates referred to in the expected timetable of principal events set out below will change.
If any of the dates and/or times set out in the timetable change, Alphawave will give notice of the change 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/ and Qualcomm’s and Bidco’s website at https://investor.qualcomm.com/update-details/update-details-offer/.
A further announcement will be made following the satisfaction of the Outstanding Regulatory Condition and the Sanction Hearing to sanction the Scheme.
| Event | Time and/or date |
| Election Return Time in respect of the Exchangeable Securities Offer, being the latest time to lodge the Form of Acceptance | 1:00 p.m. on 9 December 2025 |
| Election Return Time in respect of an Alternative Offer or a Currency Election, being the latest time to lodge the green Form of Election (for certificated holders) or settlement of TTE Instructions (for CREST holders) | 1:00 p.m. on 15 December 2025 |
| Sanction Hearing | 16 December 2025 |
| Last day for dealings in, and for the registration of transfers of, Alphawave Shares | 17 December 2025 |
| Scheme Record Time | 6:00 p.m. on 17 December 2025 |
| Disablement of CREST in respect of Alphawave Shares | 6:00 p.m. on 17 December 2025 |
| Suspension of dealings in Alphawave Shares | by 7:30 a.m. on 18 December 2025 |
| Effective Date of the Scheme | 18 December 2025(1) |
| Cancellation of listing of Alphawave Shares | by 8:00 a.m. on 19 December 2025 |
| Issue of New Qualcomm Shares and New Qualcomm Exchangeable Securities | By 1 January 2026 |
| Admission of, and commencement of dealings in, New Qualcomm Shares on NASDAQ | By 1 January 2026 |
| New Qualcomm CDIs issued and credited to the relevant CREST account(s) (in respect of uncertificated Scheme Shareholders that have validly elected for Alternative Offer 1) | By 1 January 2026 |
| Latest date for despatch of statements of entitlement relating to New Qualcomm Shares held through DRS (in respect of certificated Scheme Shareholders that have validly elected for Alternative Offer 1) | By 1 January 2026 |
| Latest date for despatch of share certificates in respect of New Qualcomm Exchangeable Securities (in respect of Scheme Shareholders that have validly elected for Alternative Offer 2) | By 1 January 2026 |
| Latest date for despatch of cheques, crediting of CREST accounts and processing electronic transfers for cash consideration pursuant to the Cash Offer | By 1 January 2026 |
| Long-Stop Date | 11:59 p.m. on 9 June 2026(2) |
| (1) The Scheme will become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.(2) This is the latest date by which the Scheme may become Effective unless Bidco and Alphawave, with the consent of the Panel and, if required, the approval of the Court, agree a later date. | |
3. Rule 19.6(b) update
In accordance with Rule 19.6(b) of the Code, Bidco announces that, following the Effective Date, Qualcomm and Bidco intend to take a different course of action from those described in the statements of intent made pursuant to Rules 2.7(c)(viii) and 24.2(a)(ii) of the Code (the “Stated Intentions“), as set out in the announcement dated 9 June 2025 and the Scheme Document (together, the “Offer Documentation“).
The relevant Stated Intention was that each of the non-executive directors of the Alphawave Board will resign upon the Acquisition becoming Effective. It has now been agreed that, in addition to the non-executive directors of the Alphawave Board, each of Tony Pialis (President and Chief Executive Officer), Rahul Mathur (Chief Financial Officer) and Weili Dai (Interim Executive Director) will step down from the Alphawave Board upon the Acquisition becoming Effective. Although Tony Pialis and Rahul Mathur will cease to be directors of Alphawave, they will each continue to support, and will remain employed by, Alphawave upon the Acquisition becoming Effective. Weili Dai will leave the Alphawave Group and cease to be employed by Alphawave upon the Acquisition becoming Effective.
