Some Pollination in the Flower Biz

IOS Brands Corp., the parent company of Florists’ Transworld Delivery Inc.
(FTD as well as FTD.com Inc., has engineered a deal by which its two units
will be once again combined into one company.


Downers Grove, Ill.-based FTD.com is the online and
telemarketing operation of old-economy company FTD, which has a network of
48,000 florists.


The deal is structured such that a newly-formed, wholly-owned subsidiary of
FTD would merge with and into FTD.com. Each outstanding share of FTD.COM
common stock not currently owned by FTD will be converted into 0.26 shares of
Class A common stock of IOS. FTD.com closed Friday at $9.


Privately held IOS said it will change its name to FTD Inc. and trade
publicly on the Nasdaq market under the symbol “FTDI.” About the time of the
merger, IOS said it would pay a stock dividend to IOS stockholders such that
FTD.com shareholders will hold one share of IOS Class A common stock for each
share of FTD.com common stock they own at the time of the merger.


The public shareholders of FTD.com will then own approximately 8.2 million
shares or 12.7 percent of IOS’ capital stock.


IOS said the deal is aimed at increasing liquidity and allowing the combined
company to raise more capital and explore acquisitions.


FTD.com’s biggest online competitor is 1-800-Flowers.com Inc., currently
trading around $13.


“The transaction will create a unified company with one of the world’s most
powerful global brands, a strong balance sheet with minimal net debt and a
more flexible structure that will allow us to fully develop the FTD brand
across all merchandising categories and distribution channels,” said Robert
Norton, president, CEO and chairman of the board of IOS and FTD.

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