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IBD Stock Trading Halted, Forced to Acquire IBill

IBD Stock Trading Halted, Forced to Acquire IBill
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Jan 24, 2005 1:30 PM PST    Text size: 
DEERFIELD BEACH, Fla. — Trading on all stock of media holding company Interactive Brand Technologies, which had recently been informed of its imminent delisting from the American Stock Exchange, was halted last week after it was forced to complete its acquisition of third-party payment processor iBill.

Interactive had announced in early December that it intended to terminate its acquisition of iBill because of a variety of reasons, including a possible conflict of interest that would occur when Interactive acquired XTV Investments LLC, the majority shareholder in adult-only pay-television service XTV.

According to a December Securities and Exchange Commission filing, XTV Investment was “owned by entities and persons affiliated or associated with the Molina Vector Investment Trust,” which also happens to be the principal stockholder in iBill owner PHSL.

A mid-December letter sent by the advisor of a hedge fund that had purchased preferred stock in Interactive in order to help complete the iBill acquisition alleged that the company was in default of the stock subscription agreement. A month later, the group informed Interactive that it had exceeded its deadline in solving the problem, and must immediately redeem 32,500 shares of Series F preferred stock, which equates to about $3.25 million.

Shortly after that, Interactive said that it received a letter from Thomas Sandell, CEO of the investment company that controls the hedge fund, informing Interactive that it would refuse to give its shareholder consent to the iBill termination agreement.

Without Sandell’s consent, Interactive cannot execute the iBill termination agreement, and was forced to close the iBill transaction by Jan. 21 or risk being in breach of certain covenants set forth in the subscription agreements for a variety of preferred stock that Interactive had issued in order to raise money for the iBill purchase.

In a Jan. 21 proxy statement, Interactive said that it could not make an assurances about whether it would be able to close the iBill acquisition and it could lose most or all of its primary assets if it defaulted.

Interactive also said that the situation has called into question its ability to raise funds to complete the XTV acquisition.

After the company informed AMEX last week that it would be forced to acquire iBill, all trading on company stock was halted.

The stock remains at $.48 after dropping last week when Interactive revealed that AMEX intended to delist the company for a variety of reasons unconnected with the iBill merger, including selectively disclosing non-public information, having insiders trade securities while in possession of that information, and inaccurately reporting information to the SEC.

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