ClearWorks.net and Eagle Wireless Merge to Create Broadband Telecommunications Powerhouse.Business Editors & High Tech Writers HOUSTON--(BUSINESS WIRE)--Aug. 15, 2000 ClearWorks.net (AMEX AMEX See: American Stock Exchange :CLW CLW Council for a Livable World CLW Cloud Liquid Water CLW Chittaranjan Locomotive Works (India) CLW Child-Led Weaning CLW Crystal Lake Wizards (youth wrestling club, Crystal Lake, Ilinois) ) announced today that it has signed a letter of intent with Eagle Wireless International Inc. (AMEX:EAG EAG - Extended Affix Grammar ) to merge the two companies under the Eagle corporate structure as soon as SEC, American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. and stockholder approvals can be acquired. Michael McClere, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of ClearWorks.net, and Dr. H. Dean Cubley, president and CEO of Eagle Wireless, stated, "The combination of ClearWorks.net and Eagle Wireless will create one of the most advanced broadband telecommunications companies in existence with an unprecedented opportunity to quickly capture market share in key markets both domestically and internationally." According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Dr. Cubley, "The proposed merger of Eagle Wireless International and ClearWorks.net represents a unique opportunity to increase value for shareholders of both companies. Eagle has a strong R&D, manufacturing and product background and has developed a leading-edge array of Convergent Set-Top Boxes (CSTBs) and wireless products. In addition, Eagle has a significant capability in "last mile" cable and fiber through its recent acquisitions of atlanticpacific communications and ComTel Communications. By combining Eagle's products, services and existing contracts with the signed contracts ClearWorks.net has through its Fiber-to-the-Home (FTTH (Fiber To The Home) See FTTP. ) program, we have created the potential of capturing a substantial base of recurring revenues from several hundred thousand homes over the next few years." Mr. McClere went on to note, "ClearWorks.net has already installed its BDS BDS abbr. Bachelor of Dental Surgery BDS Bachelor of Dental Surgery BDS n abbr (= Bachelor of Dental Surgery) → tÃtulo universitario BDS in over one thousand of these new homes and is starting to build its recurring revenue stream. The company's current contracts for 60,000 new homes represents potentially over $100 million dollars in recurring revenue each year after installation for the 25-year life of the contracts. Of course, each BDS subscriber will now give Eagle an opportunity to add its Convergent Set-Top Box and other convergent technology products to the contract. With the combined technical, financial and managerial capabilities of the two companies, our new company will be able to quickly and efficiently install the BDS requirements of the current ClearWorks.net contracts, ramp-up full production of the Eagle CSTBs and accelerate our combined marketing programs." McClere also stated, "The combined company will address the emerging broadband market with products and services designed to meet the growing needs of consumers and their appetite for bandwidth. The increased value and technology of the combined companies will allow us to move into the coming broadband market at even greater speed. The merger will provide for a major step forward in capturing market share. I believe our shareholders will be rewarded by the increased size of the company and its improved ability to penetrate the market as a turnkey provider." Terms of the merger call for each ClearWorks.net shareholder to receive four Eagle common shares for each five ClearWorks.net common shares surrendered. Dr. H. Dean Cubley will hold the position of chairman of the board and will serve as co-CEO with Michael McClere. Additional details of the deal were not disclosed, however, Eagle Wireless company officials indicated that the due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. process has already begun and it was hoped that the deal could be closed within the next three to six weeks. 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 Services (BDS) which includes high-speed Internet See broadband. 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 Web site at www.clearworks.net. 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 See SMR. , 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 NASA: see National Aeronautics and Space Administration. NASA in full National Aeronautics and Space Administration Independent U.S. Johnson Space Center. Further news updates on Eagle and its products are available at www.eglw.com, www.broadbandmagic.com, www.atlanticpacific.net, www.etoolz.com and www.otcfn.com/eglw. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement Under Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: The above statements in regard to ClearWorks.net Inc. and Eagle Wireless International and their affiliates and subsidiaries which are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including ClearWorks.net Inc.'s and Eagle Wireless International Inc's beliefs, expectation, hopes or intentions regarding the future. All forward-looking statements are made as of the date hereof and are based on information available to the parties as of such date. It is important to note that actual outcome and the actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially include risks and uncertainties such as technological, legislative, corporate and marketplace changes. For more information on ClearWorks.net, please visit the company's Web site at www.clearworks.net. |
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