REG - Alphawave IP Group Qualcomm Inc - Extension of PUSU deadline

Alphawave IPAnnouncement

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RNS Number : 5113G  Alphawave IP Group PLC  29 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
WILL BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

29 April 2025

 

Alphawave IP Group plc ("Alphawave" or the "Company")

Extension of Rule 2.6 deadline

 

LONDON (United Kingdom) and TORONTO (Ontario, Canada) - On 1 April 2025,
Qualcomm Incorporated ("Qualcomm") announced that it was considering making an
offer to acquire the entire issued and to be issued share capital of
Alphawave.

 

The announcement stated that Qualcomm was required, by not later than 5.00
p.m. (London time) on 29 April 2025 (the "PUSU Deadline"), to either announce
a firm intention to make an offer for Alphawave in accordance with Rule 2.7 of
the Code or 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.

 

Alphawave and Qualcomm are now engaged in discussions. Accordingly the Board
of Alphawave and the Panel on Takeovers and Mergers (the "Takeover Panel")
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 12 May 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.

 

There can be no certainty that a firm offer will be made, nor as to the terms
on which it will be made. A further announcement will be made as and when
appropriate.

This announcement has been made by Alphawave with the consent of Qualcomm.

 

 Enquiries

 Alphawave IP Group plc  Tel: +44 (0) 20 7717 5877

 Tony Pialis, CEO

 Rahul Mathur, CFO

 

Important notices

 

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to this announcement or otherwise.

 

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with the restrictions
may constitute a violation of the securities law of any such jurisdiction.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) on Alphawave's website at
https://awavesemi.com/investors/offer-documentation and on Qualcomm's website
at https://investor.qualcomm.com/, in each case by no later than 12 noon
(London time) on 30 April 2025. The content of the websites referred to in
this announcement are not incorporated into and do not form part of this
announcement.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Takeover Panel's Market Surveillance
Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Additional information

 

The person responsible for arranging for the release of this announcement on
behalf of Alphawave is Rahul Mathur, Alphawave's CFO.

 

Inside information

 

This announcement contains inside information for the purpose of Article 7 of
the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018). Upon publication
of this announcement, this inside information will be considered to be in the
public domain.

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