Alphawave IP Group Advances Towards Qualcomm Acquisition
Alphawave IP Group just unveiled an update.
Alphawave IP Group has announced the progress of its acquisition by Aqua Acquisition Sub LLC, a subsidiary of Qualcomm. The acquisition has cleared several regulatory hurdles, including approvals from the UK government, the U.S., Germany, and Canada, with the final regulatory condition expected to be satisfied before the Sanction Hearing on December 16, 2025. The completion of the acquisition is anticipated to strengthen Alphawave’s market position and align with Qualcomm’s strategic goals, potentially impacting stakeholders positively.
tipranks.com
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 Any previously submitted elections will remain valid unless withdrawn before the updated Election Return Time.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 awavesemi.com and Qualcomm’s and Bidco’s website at investor.qualcomm.com.
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.
http://directorstalkinterviews.com/update-on-acquisition-of-alphawave-by-qualcomm-subsidiary/4121227246 |
