Care Concepts I, Inc. (AMEX:IBD), a media and marketing holding company, announced today it has entered into an agreement to acquire 100% of Media Billing, LLC and Internet Billing Company(R) (collectively “iBill”) from Penthouse International (Pink Sheets:PHSL).
iBill provides online payment technologies enabling the purchase and sale of content and other downloadable services over the Internet. Currently, approximately 78% of its revenues are from adult entertainment content. Through a registered iBill account, more than 27.0 million online consumers have used iBill to purchase restricted access to various online content and services. In 2003, iBill averaged 1.2 million transactions per month and completed approximately $330.00 million in gross transactions.
More recently, the company has focused on various growing Internet content categories such as online subscriptions, music, dating and video games and is implementing an expansion into categories like online travel and online auctions.
Penthouse International will receive for the sale of iBill, Care Concepts securities valued at approximately $55.0 million paid through the issuance of a newly authorized Series D convertible preferred stock and 3.89 million common shares of Care Concepts. As a result of the transaction, Penthouse will initially own 19.9% of Care Concepts. The percentage of the fully-diluted Care Concepts common shares into which the Series D preferred stock may be converted will depend upon the EBITDA of the iBill subsidiary in fiscal 2004 or 2005, and the maximum number of Care Concepts common shares issued and issuable to Penthouse in the transaction will not exceed 49.9% of the fully-diluted Care Concepts common stock. The day-to-day operations of iBill will be continued by its current management.
