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BIB Holdings Announces Agreement to Acquire Incode Corporation.


NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 -- BIB Holdings Ltd. ("BIB") (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:BIBO BIBO Bounded Input, Bounded Output
BIBO Beer In, Beer Out
BIBO Blood in - Blood Out (gangs)
BiBo Bulk In, Bags Out (shipping) 
), today announced its execution of an agreement to acquire Incode Corporation ("Incode"), a privately held technology services company whose business model is the acquisition, development and commercialization of innovative subscription-based eBusinesses.

Incode's goal is to sequentially develop numerous subscription-based eBusinesses that are capable of generating recurring revenue streams and above-average operating margins Operating Margin

A ratio used to measure a company's pricing strategy and operating efficiency.

Calculated by:
. Its tactical plan is to develop and/or acquire these businesses sequentially, driving each to critical mass and leveraging their respective earnings into the continued development of additional subscription-based eBusinesses. The first of these eBusinesses will be in the lucrative online personals industry.

The Online Personals Industry

The increased cultural acceptance and growth of online personals has translated into an attractive business opportunity. In October 2003, Nielsen//NetRatings published a report on online dating services A Net dating service, also known as online dating or Internet dating, is an example of a dating system and allows individuals, couples and groups to meet online and possibly develop a romantic or sexual relationship.  which reported "in the past year, the personals sub-category has increased 54% in unique audience," while, in contrast, "the total digital media universe has only increased 5%." In November 2003, Jupiter Research estimated that 2003 revenues for the U.S. online personals industry would be $313 million, growing to $642 million in 2008. 21% of Internet users browsed online personals in the last year and 13% posted their own profiles" (Nov. 2003) Similarly, Hitwise, in February 2004, reported the market share of visits to online dating web sites in the U.S. has grown over 52% from January 2003 to January 2004, making online dating one of the fastest growing categories on the web.

Restructuring Plan

The acquisition of Incode is expected to be the vehicle for the first stage of a BIB restructuring plan. The restructuring plan will include efforts to complete: (1) the acquisition and development of strategic technologies and assets that drive improvement in the relative financial strength of BIB; (2) the disposition of assets and operating divisions that are dilutive to BIB's earnings and overall financial strength; and, (3) the refinancing of BIB's various financing arrangements.

Gail Binder, chief executive officer of BIB Holdings, said, "We are very excited about the expected Incode acquisition, which we expect to be but the first step in the reinvention of our business. We believe that our proposed restructuring is and will be critical to maximizing the long-term wealth of our shareholders and we look forward to executing our plans in the near term."

The acquisition agreement calls for BIB to acquire 100% of the capital stock of Incode for one million shares of a new class of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 in BIB that is convertible into two hundred million shares of common stock eighteen months after closing. The Incode acquisition is subject to various conditions which must be satisfied prior to closing. More information regarding either of Incode's or BIB's plans was not disclosed at the time of this release.

About Incode Corporation

Incode is a private company whose business model is the acquisition, development and commercialization of innovative subscription-based eBusinesses. Additional information is available online at www.incodetech.com.

About BIB Holdings Ltd.

BIB Holdings Ltd. designs, manufactures, imports, sells and markets branded and non-branded apparel. The company has a showroom in New York, a distribution center in Pennsylvania and a distribution center in Las Vegas Las Vegas (läs vā`gəs), city (1990 pop. 258,295), seat of Clark co., S Nev.; inc. 1911. It is the largest city in Nevada and the center of one of the fastest-growing urban areas in the United States. , within a Foreign Trade Zone. The company designs, sources and markets a brand of high quality apparel under the m.Sasson, Elk Canyon and New Terrain labels as well as private label. Product lines have included underwear, loungewear lounge·wear  
n.
Clothing suitable for relaxing.

Noun 1. loungewear - clothing suitable for relaxation
article of clothing, clothing, habiliment, wearable, vesture, wear - a covering designed to be worn on a person's
 and outerwear, as well as accessories such as ties, hats, scarves, gloves, jewelry jewelry, personal adornments worn for ornament or utility, to show rank or wealth, or to follow superstitious custom or fashion.

The most universal forms of jewelry are the necklace, bracelet, ring, pin, and earring.
, backpacks and small leather goods as well as apparel. BIB Holdings Ltd. distributes its clothing via leading retailers throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and abroad. Additional information is available online at www.msasson.com.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

This press release contains statements, which may constitute "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Those statements include statements regarding the intent, belief or current expectations of BIB Holdings Ltd., and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Aug 30, 2004
Words:782
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