IBill Acquisition Falls Through

Jeff Berg
DEERFIELD BEACH, Fla. — Media holding company Interactive Brand Development Inc., formerly known as Care Concepts, has called off its acquisition of beleaguered third-party billing company iBill, according to company filings obtained by XBiz.

According to a proxy statement dated Dec. 3, 2004, the company made a mutual agreement with PHSL, the corporation that owns iBill, to withdraw from the binding letter of intent signed earlier this year because of a possible conflict of interest that may have arisen regarding one of Interactive’s proposed acquisitions.

The possible conflict of interest stems from Interactive’s contemplated acquisition of a company called XTV Investments LLC, created by David Koenig of Holio.net and “owned by entities and persons affiliated or associated with the Molina Vector Investment Trust, the principal stockholder of PHSL,” according to the filing.

XTV markets a brand of set-top devices that offer adult-oriented pay-per-view, video-on-demand and subscriptions services. The company also owns 100 percent equity in a company called Nexcend Marketing, which operates an online debit card called “Gkard,” and also markets a variety of other consumer products and services online.

“Because certain of the XTV-related business activities may be perceived as similar to, or compete with, clients of iBill that utilize the iBill transaction processing system, the board of directors of PHSL determined that it would not be in the best interests of either PHSL or its iBill subsidiary to sell the iBill business to our company given our proposed ownership of XTV,” the company said in its filing.

However, during a call to Gkard customer service on Thursday, XBiz was told that Gkard and iBill were the same company.

“When you see Gkard on the bill, it really means iBill,” said the customer service agent, who finished the call by saying, “Thank you for calling iBill. Have a good day.”

Calls to Interactive’s spokespeople were not returned by deadline.

Also mentioned in the filing were possible reasons for the threatened de-listing of Interactive common stock that occurred in September.

“The American Stock Exchange objected to the closing of the iBill transaction and cited, among other factors, concerns that iBill may be inadvertently engaging in transactions with web merchants that offer pornographic materials on the Internet in violation of federal and state laws,” said Interactive.

According to press releases filed with the SEC, though, the American Stock Exchange felt that the company did not comply with several listing standards – not fully furnishing information requested by the exchange related to the iBill acquisition; the acquisition raised public interest concerns; the company had issued or authorized the issue of additional shares of stock with AMEX approval; the company had issued 20 percent or more of its currently outstanding shares of common stock without obtaining shareholder approval; the company’s 8-KA statement regarding the amount of stock issued to Penthouse in the iBill acquisition contained material omissions and inconsistencies; and Interactive was involved in an acquisition that would essentially mean that Interactive would have been acquired by another company because of the amount of stock it issued.

Possible violations of federal and state laws related to online adult businesses were not listed.

Interactive was scheduled to purchase iBill before the end of January 2005.