お知らせ • Dec 18
QUALCOMM Incorporated (NasdaqGS:QCOM) completed the acquisition of Alphawave IP Group plc (LSE:AWE) from a group of shareholders.
QUALCOMM Incorporated (NasdaqGS:QCOM) proposed to acquire Alphawave IP Group plc (LSE:AWE) from a group of shareholders for approximately $1.9 billion on April 1, 2025. Qualcomm Incorporated by no later than 29 April 2025 must either announce a firm intention to make an offer for Alphawave or announce that it does not intend to make an offer for Alphawave. As of April 29, 2025, Alphawave and Qualcomm are now engaged in discussions. Accordingly, the Board of Alphawave and the Panel on Takeovers and Mergers have consented to an extension of the PUSU Deadline. Qualcomm is now required, by not later than May 12, 2025, to either announce a firm intention to make an offer for Alphawave. As of May 12, 2025, the Board of Alphawave and the Panel on Takeovers and Mergers have consented to an extension of the PUSU Deadline until May 27, 2025, to either announce a firm intention to make an offer for Alphawave or to announce that it does not intend to make an offer. This deadline can be extended by the Board of Alphawave with the consent of the Takeover Panel. There can be no certainty that any firm offer will be made, nor as to the terms on which any firm offer might be made.
Alphawave and Qualcomm remain engaged in discussions in respect of a possible offer. Accordingly the Board of Alphawave and the Panel on Takeovers and Mergers have consented to an extension of the PUSU Deadline. Consequently, in accordance with Rule 2.6(c) of the Code, Qualcomm is now required, by not later than 5.00 p.m. (London time) on June 2, 2025, to either announce a firm intention to make an offer for Alphawave in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended by the Board of Alphawave with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code. As of June 5, 2025, the deadline by which Qualcomm was required either to announce a firm intention to make an offer for Alphawave is for April 29, 2025, now the deadline has been extended to June 9, 2025.
QUALCOMM Incorporated entered into an agreement to acquire Alphawave IP Group plc for $2.4 billion on June 9, 2025. Under the terms of the Acquisition, each Alphawave Shareholder will be entitled to receive for each Alphawave Share $2.48 in cash.
The Acquisition is conditional on, amongst other things: (i) the approval of Alphawave Shareholders of the Scheme at the Court Meeting; (ii) the approval of Alphawave Shareholders of the Resolution to be proposed at the General Meeting; (iii) the satisfaction or waiver of the relevant antitrust approvals, including in the U.S., Germany, South Korea and Canada, and foreign direct investment approvals, including in the UK, in each case if and to the extent required; (iv) the sanction of the Scheme by the Court; and (v) the delivery of a copy of the Court Order to the Registrar of Companies. The Conditions to the Acquisition are set out in full in Appendix I along with certain other terms. The full terms and conditions to the Acquisition will be set out in the Scheme Document. The Acquisition is currently expected to complete during the first calendar quarter of 2026, subject to the satisfaction or waiver (where applicable) of the Conditions.
Prior to the Scheme becoming Effective, it is intended that Alphawave will make an application to the London Stock Exchange for the cancellation of the admission to trading of Alphawave Shares on the Main Market of the London Stock Exchange and for the cancellation of the listing of Alphawave Shares on the Official List, in each case to take effect on or shortly after the Effective Date. It is expected that the last day of dealings in Alphawave Shares on the Main Market of the London Stock Exchange will be the Business Day immediately prior to the Effective Date and that no transfers will be registered after 6.00 p.m. on that date. As of August 05, 2025, the transaction has been approved by the Alphawave IP Group shareholders and by the court. The Scheme remains conditional on the satisfaction (or, if applicable, waiver) of the other Conditions set out in the Scheme Document, including the sanction of the Scheme by the Court, as well as further terms, as described more fully in the Scheme Document. As on August 5, 2025, clearance from the UK government had been received. The applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act has been expired and on October 22, 2025, the waiting period under the "Canadian Competition Act" also expired on 14 November 2025. As on November 27, 2025, clearance from the Korea Fair Trade Commission has been received and all applicable regulatory clearances have been satisfied. The transaction is expected to close on June 9, 2026.
Stuart Francis, Ed Banks, Preston Comey and Harrison George of Evercore Partners International LLP acted as financial advisor for QUALCOMM Incorporated. Kyle Seifried, Dan Schuster-Woldan, Matthew Hearn and Scott Barshay of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for QUALCOMM Incorporated. 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 financial adviser to Alphawave and Linklaters LLP is acting as legal adviser to Alphawave. Morgan Stanley (NYSE:MS) acted as financial advisor to Alphawave IP Group plc.
QUALCOMM Incorporated (NasdaqGS:QCOM) completed the acquisition of Alphawave IP Group plc (LSE:AWE) from a group of shareholders on December 18, 2025.