Filed by Chadmoore Wireless Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Chadmoore Wireless Group, Inc.
Commission File No.: 000-20999
CHADMOORE WIRELESS GROUP, INC. TO SELL WIRELESS COMMUNICATIONS
BUSINESS TO NEXTEL
LAS VEGAS, Nevada, August 21, 2000 -- Chadmoore Wireless Group, Inc., (OTC:
MOOR) a provider of specialized mobile radio (SMR) communications services under
the "PTT" (Power to Talk) trade name, announced today that it has agreed to sell
substantially all of its assets to Nextel Communications, Inc. (NASDAQ: NXTL) in
a tax-free reorganization in which Nextel Class A common shares valued at $160
million will be issued to Chadmoore. The number of Nextel shares issued at the
closing may be adjusted in accordance with a collar of plus or minus 20%,
depending on the price of Nextel shares prior to the closing, and other
potential adjustments as set forth in the definitive agreement. Following the
payment of its liabilities and the expenses of the transaction, Chadmoore
intends to distribute the Nextel shares to its shareholders, which shares are
currently anticipated to be valued at approximately $113.5 million. The closing
is expected to occur during the first half of 2001, following satisfaction of
several conditions, including premerger notification under the Hart-Scott-Rodino
Antitrust Improvements Act and approval by the Federal Communications Commission
and the shareholders of Chadmoore.
The number of outstanding shares of Chadmoore stock on a fully-diluted basis
(including all options, warrants and other securities that are expected to be
converted into shares of Chadmoore stock prior to the closing) is currently
estimated to be approximately 80,500,000, although this number may change
significantly prior to the closing based on the actual number of shares that are
issued with respect to those equity equivalents.
Chadmoore Wireless Group, Inc. together with its subsidiaries has an operating
territory which covers approximately 55 million people in 180 markets, primarily
in secondary and tertiary cities throughout the United States. Nextel
Communications, Inc. is a leading provider of fully integrated wireless
communications services.
The matters discussed in this release contain forward-looking statements within
the meaning of Section 21E of the securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, that involve risks
and uncertainties. All statements other than statements of historical
information provided herein may be deemed to be forward-looking statements. The
forward-looking statements in this release address a variety of subjects
including, for example, the expected date of closing of the transaction, the tax
treatment of that transaction, and the potential benefits of that transaction.
Although Chadmoore believes that the expectations reflected in such
forward-looking statements are reasonable, the forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected. The reader is cautioned that any forward-looking
statements made by Chadmoore are not guarantees of future performance and that
actual results may differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ materially from
those reflected in the forward-looking statements include, but are not limited
to, the inability to obtain the approval of Chadmoore's shareholders, the
inability to obtain the approval of the Federal Communications Commission and
other regulatory authorities, matters arising in connection with Chadmoore's
efforts to comply with applicable regulatory and tax requirements relating to
the transaction, costs associated with the transaction, changes in the trading
price of Nextel stock and the other risks discussed in Chadmoore's Form 10-KSB
for the year ended December 31, 1999, as amended, and other filings with the
Securities and Exchange Commission.
<PAGE>
Contact:
Bob Schechter
Equity Communications
(203) 952-5947
Ben Banta
Nextel Communications, Inc.
(703) 433-4700
THIS PRESS RELEASE IS BEING FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT
OF 1933 AND IS DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES
EXCHANGE ACT OF 1934. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES. WE URGE SHAREHOLDERS OF CHADMOORE WIRELESS GROUP, INC. AND OTHER
INVESTORS TO READ THE PROXY STATEMENT-PROSPECTUS WHICH WILL BE INCLUDED IN THE
REGISTRATION STATEMENT ON FORM S-4 TO BE FILED BY NEXTEL COMMUNICATIONS, INC. IN
CONNECTION WITH THIS TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
AFTER SUCH DOCUMENT IS FILED, IT WILL BE AVAILABLE FREE OF CHARGE ON THE SEC WEB
SITE AT WWW.SEC.GOV AND FROM CHADMOORE WIRELESS GROUP THROUGH THE CONTACT LISTED
ABOVE.
