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International Card Establishment (I.C.E.) to Acquire Gift & Loyalty Company Neos
Merchant Solutions for $5 Million
Acquisition to Accelerate I.C.E.’s Revenue Growth and Complement
Existing Gift and Loyalty Division
I.C.E. 2004 Pro forma Revenues Expected to Exceed $24 Million with Neos
Oxnard, California –March 19, 2004—International Card
Establishment, Inc. (I.C.E.) (OTCBB: ICRD) today announced that it
has entered into a Letter of Intent to acquire Neos Merchant
Solutions, Inc., an Irvine, California Gift and Loyalty provider
in exchange for the issuance of I.C.E. common stock and warrants
to purchase I.C.E. common stock valued at $5,000,000. The terms of
the Letter of Intent also call for I.C.E. to provide Neos with
expansion capital. The acquisition, which is subject to due
diligence and other factors, is scheduled to close no later than
June 30, 2004.
Founded in May 2002, Neos is a national provider of Gift and
Loyalty card processing, electronic payment, and Point-Of-Sale
(POS) equipment integration, providing all forms of non-cash
payment transactions, including credit and debit card and Gift and
Loyalty, and check-from merchant point-of-sale terminals.
Neos offers a comprehensive array of Gift and Loyalty card
services, providing superior service by designing, encoding,
printing and fulfilling all of its customer orders. This degree of
vertical integration allows the company to service its customers
in a fraction of the time that its competitors – who typically
outsource some or all of these processes – take to fill orders.
Currently, Neos has 45 employees providing a host of support
services to complement its 65 external sales agents who operate
through five agent offices nationwide in Baltimore, Maryland,
Charlotte, North Carolina, Tampa, Florida, and Los Angeles and
Irvine, California. Additionally, Neos has established a
relationship with a major Midwest diversified financial services
company that markets Neos’ Gift and Loyalty products to its
customers.
Although Neos has concentrated its sales and marketing efforts to
small and medium sized merchants, the company’s strong reputation
for superior service has attracted a leading worldwide hospitality
company and a national restaurant chain as customers, among
others.
Currently, Neos' annualized revenues are approximately $5 million.
Revenues are expected to increase to a range of between $7 million
and $14 million for 2004. The wide range of Neos’ projected revenues is due to
potential variations associated with certain large customers’
deployment of Gift and Loyalty products. The company is expected
to be profitable in 2004.
"We are delighted to welcome Neos to I.C.E.," said Jonathan
Severn, Chairman & President, I.C.E. "Immediately, Neos transforms
us into a national player in the rapidly growing Gift and Loyalty
card business and will provide us with a host of cross-selling
opportunities for our credit and debit card services, not to
mention the increase in leasing business that this relationship
could offer. As future significant shareholders in I.C.E., we are
confident that Neos’ management team, led by Wain Swapp, will
provide us with invaluable help to not only continue to build Neos,
but also to expand I.C.E. core competencies to help grow its
businesses."
"Growing rapidly from a start-up less than two years ago to our
current state has made us realize that we could reach our original
objective of becoming a leading independent U.S. Gift and Loyalty
company by joining forces with the right public company that could
offer us many synergistic opportunities and access to public
capital markets,” said H. Wain Swapp, President & CEO, Neos
Merchant Solutions.
For the year ended December 31, 2003, I.C.E. expects to report
revenues on a pro forma basis of $10 million, with revenues running at an
annualized rate of $12.5 million. Assuming the successful acquisition of Neos,
I.C.E. is projecting $24 million in total consolidated 2004 pro
forma revenues, absent any additional acquisitions.
About Neos Merchant Solutions
www.neosmerchant.com
Neos Merchant Solutions is full service payment processing company
offering a turnkey solution to today’s retail merchants. Neos
offers custom application development, electronic payment
processing, card personalization services, terminal integration &
deployment, and customer support. As an application developer,
Neos has developed a variety of scalable smart card and mag stripe
card applications utilizing all of the elements of stored value
and frequency/loyalty card programs and services. Neos integrates
its proprietary software to many of today’s POS terminal and cash
register interfaces. In addition, Neos offers one of the most
robust internet-based transaction collection and database
reporting systems in the marketplace today.
About I.C.E.
I.C.E. (http://www.cardnetone.com/) is a rapidly growing provider
of diversified products and services to the electronic transaction
processing industry. I.C.E. establishes merchant accounts for
businesses that enable them to accept credit cards, debit cards
and other forms of electronic payments; supplies point-of-sale
systems; facilitates processing; and markets a proprietary “Smart
Card"-based system – which allows gift and loyalty functions to be
stored on one card -- that enables merchants to offer
store-branded gift and loyalty cards.
Forward-Looking Statements
This press release may contain forward-looking statements that are
subject to risks and uncertainties. Important factors which could
cause actual results to differ materially from those in the
forward-looking statements, include but are not limited to: the
company's short operating history which makes it difficult to
predict its future results of operations; the company's initial
history of operating losses with possible future losses which
could impede its ability to address the risks and difficulties
encountered by companies in new and rapidly evolving markets; the
company's future operating results could fluctuate which may cause
volatility or a decline in the price of the company's stock; the
possibility that the company may not be able to price its services
above the overall cost causing its financial results to suffer;
and other factors detailed in this press release and in future
company filings with the Securities and Exchange Commission, at
such time as the company is required to report its results of
operations under the Securities Exchange Act of 1934, as amended.
Investor Relations Contact:
PAN Consultants, Ltd.
Philippe Niemetz,
toll-free: 800/477-7570
212/344-6464
email: p.niemetz@panconsultants.com
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