Filed by Eagle Wireless International, Inc. pursuant to
Rule 425 under the Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of the Securities Exchange
Act of 1934.
Subject Company: Eagle Wireless International, Inc.
Commission File No. 0-20011
FOR IMMEDIATE RELEASE:
EAGLE WIRELESS INTERNATIONAL AND CLEARWORKS.NET SIGN
DEFINITIVE MERGER AGREEMENT
"NEW COMPANY TO FEATURE A FULL COMPLEMENT OF BROADBAND PRODUCTS AND SERVICES"
LEAGUE CITY, TX - SEPTEMBER 18, 2000: Eagle Wireless International, Inc. (AMEX:
EAG) and ClearWorks.net (AMEX: CLW) jointly announced today that they have
signed a definitive merger document that completes the agreement between the two
companies. According to Dr. H. Dean Cubley, President and CEO of Eagles
Wireless, "I believe this merger is creating a new company that will have the
ability to provide a full complement of broadband products and services to a
wide range of customers and applications in a manner that currently is not being
provided by any other competitor."
Due to the size of the transaction, as well as to comply with SEC and American
Stock Exchange requirements, both companies are currently preparing proxy
materials. It is anticipated that both companies will hold their special
stockholder meetings on the same day, but in different locations in the Houston,
Texas, area. The exact timing of the mailing of the proxy materials and the
shareholder meetings will depend on SEC review, as well as other related
timelines. Both companies indicated that it is their intention to expedite all
aspects of this merger to insure a transition to full operation as the new
combined company at the earliest possible time.
Dr. Cubley commented, "This merger will initially require a great deal of extra
effort on the part of both companies to guarantee a smooth and efficient
transition, while assuring that neither company looses any momentum in their
current business plan. To this end, even as the final approvals of the merger
are being sought, our merger agreement calls for Eagle Wireless to provide
bridge financial assistance to ClearWorks.net to enhance the rate at which
Bundled Digital Services can be installed under existing contracts, as well as
the active pursuit of additional new contracts. I firmly believe that any extra
effort now will be well worth expending when one considers the potential
benefits that can be gained in the longer term by our combined shareholder base.
I look forward to working side by side with Michael McClere and believe that
together we will provide the leadership and direction to create a highly
successful new company."
Michael McClere, CEO of ClearWorks.net, stated, "By joining forces with Eagle
Wireless, ClearWorks.net will have the opportunity to quickly deploy the
materials and manpower required to complete installation of our Bundled Digital
Services (BDS) in the 60,000 new homes we currently have under contract. Eagle's
financial strength will also allow us to expedite services to the projected
100,000 additional new homes we anticipate putting under contract over the next
12 months. In addition, Eagle currently can supply many of the products that are
needed in support of our BDS contracts. There also appears to be other areas
where Eagle is currently working that ClearWorks.net technology can be readily
applied. In my opinion, this merger is a natural fit for the two companies and I
am confident that our new company, with its full complement of broadband
products and
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services, will be a formidable competitor in the marketplace just as soon as the
required SEC and stockholder approvals can be obtained. In particular, as
co-CEO, among other new responsibilities, I anticipate taking a very active role
in the overall operations of our new company, as well as focusing on getting our
message out to the Wall Street community."
Dr. Cubley further noted, "Each BDS subscriber gives the new company an
opportunity to create a long-term recurring revenue stream and to generate
up-front product revenue by adding a number of current and future hardware and
software and service products, such as our Convergent Set-Top Box (CSTB) to the
existing ClearWorks.net contracts. This balance of near-term and long-term
recurring revenue is a combination that will be hard to beat. Hardware,
installation and home wiring for the current BDS contracts alone have the
potential to generate more than $100 million in additional near-term revenue for
the new company in the next 24 months. And, since these same contracts are
expected to generate in excess of $2 billion over the next twenty-five years in
recurring revenue, the new company is looking forward to establishing this
revenue stream as soon as possible. We are also looking forward to applying the
BDS concept to some of the current Eagle contract applications in the near
future. The combination of our convergent hardware products, BDS, "last mile"
cable and fiber installation, network services, wireless products, wireless
network and spectrum services, CLEC status and strong manufacturing and R&D
capabilities should provide a well-balanced revenue mix as we provide a full
complement of broadband products and services to our customers."
As indicated above, it is expected that Eagle Wireless will file a registration
statement on SEC Form S-4 and Eagle Wireless and ClearWorks.net will file a
joint proxy statement/prospectus with the SEC in connection with the
transaction, and that Eagle Wireless and ClearWorks.net will mail a joint proxy
statement/prospectus to stockholders of Eagle Wireless and ClearWorks.net
containing information about the transaction. Investors and security holders of
both Eagle Wireless and ClearWorks.net are strongly urged to read the definitive
joint proxy statement/prospectus regarding the proposed merger contained in the
Form S-4 because it will contain important information about the transaction.
Investors and security holders may obtain a free copy of the definitive joint
proxy statement/prospectus when it becomes available and other documents filed
by Eagle Wireless and ClearWorks.net with the SEC at the SEC's web site at
www.sec.gov. The definitive joint proxy statement/prospectus and these other
documents may also be obtained for free from Eagle Wireless and ClearWorks.net.
Eagle Wireless and ClearWorks.net, and their executive officers and directors,
may be deemed to be participants in the solicitation of proxies from the
stockholders of Eagle Wireless and ClearWorks.net, respectively with respect to
the transactions contemplated by the merger agreement. Information regarding
Eagle Wireless' officers and directors is included in the Form SB-2 filed by
Eagle Wireless with the SEC on July 14, 2000. This document is available free of
charge at the SEC's web site at www.sec.gov and from Eagle Wireless on request.
Information regarding ClearWorks.net's officers and directors is included in
Clearworks.net's amended Form 10-KSB filed with the SEC on July 3, 2000. This
document is available free of charge at the SEC's web site at www.sec.gov and
from ClearWorks.net on request.
Eagle Wireless International, Inc. and its subsidiaries are leading suppliers of
broadband wired and wireless equipment and services for the Internet, multimedia
set-top box, one- and two-way wireless messaging, specialized mobile radio,
remote data acquisition and meter reading, and integrated wired and wireless
convergence product markets. The company is headquartered in League City, Texas,
south of Houston, near the NASA Johnson Space Center. Further news updates on
Eagle, its products and services are available at WWW.EGLW.COM,
WWW.BROADBANDMAGIC.COM, WWW.ATLANTICPACIFIC.NET, WWW.ETOOLZ.COM, and
WWW.OTCFN.COM/EGLW.
ClearWorks.net is one of the leading providers of Fiber-to-the-Home (FTTH),
often referred to as "the last mile" solution, for neighborhoods and businesses
utilizing the company's Bundled Digital
<PAGE>
Services (BDS) which includes high-speed Internet connectivity, dial-tone,
digital multi-channel video, on-demand video rental, a community Intranet and
other digital services. For more information on ClearWorks.net, please visit the
company's website at WWW.CLEARWORKS.NET.
FORWARD-LOOKING STATEMENTS IN THIS RELEASE ARE MADE PURSUANT TO THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
INVESTORS ARE CAUTIONED THAT SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, CONTINUED ACCEPTANCE OF THE
COMPANY'S PRODUCTS, INCREASED LEVELS OF COMPETITION, NEW PRODUCTS AND
TECHNOLOGICAL CHANGES, THE COMPANY'S DEPENDENCE UPON THIRD-PARTY SUPPLIERS,
INTELLECTUAL PROPERTY RIGHTS, AND OTHER RISKS DETAILED FROM TIME TO TIME IN THE
COMPANY'S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
Clareen O'Quinn
Investor Relations
Eagle Wireless International, Inc.
800-628-3910
281-538-6000
[email protected]
Mario "Ike" Iacoviello
Investor Relations
OTC Financial Network
800-649-0983
760-931-9211
[email protected]
