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Commerce Online: Commerce Online Announces Binding Letter of Intent to Acquire Merchant Resource Association and Its TenderCard

^{Published on 2009-07-09 07:05:15, Last Modified on 2009-07-09 07:05:22 - Market Wire}
 

LOS ANGELES, CA--(Marketwire - July 9, 2009) - Commerce Online, Inc. (PINKSHEETS: [ CMIB ]) ("CMIB") today announced that the company has signed a binding letter of intent (LOI) with Quincy, MA-based Merchant Resource Association, Inc. ("MRA"), owner of TenderCorp LLC ("TenderCard"), a leading provider of stored value and gift and loyalty card programs to approximately 12,000 diverse merchant locations throughout the United States. The LOI contemplates a proposed merger of MRA as a wholly owned subsidiary of Commerce Online in which CMIB has agreed to acquire all of the issued and outstanding securities of MRA (the "Proposed Acquisition") upon completion of the proposed acquisition and pursuant to the contemplated merger and share exchange agreement.

MRA's principals have occupied senior executive positions in companies that have provided credit card payment processing and related products and services to over 200,000 business locations since 1990. During that time, the MRA management team has participated in several successful mergers and acquisitions. Through TenderCard, MRA currently provides processing of stored value products and gift and loyalty card programs to merchant customers through its exclusive distribution channel of over 650 resellers.

Following the closing of the anticipated merger, Commerce Online will emerge as the surviving holding company with a focus on the acquisition of merchant transaction and credit card processing divisions. The acquisition of MRA demonstrates Commerce Online's commitment to create immediate shareholder value through the addition of high quality operating companies.

"In 2008, TenderCard produced over $2 million in revenue on processing volume of approximately $93 million. The inclusion of TenderCard's gift and loyalty card platform immediately deems Commerce Online a meaningful player within the fast growing payments sector," stated B. Michael Friedman, president of business development for Commerce Online.

"We are extremely pleased to play a role in the development of Commerce Online," said Aaron Sorgman, president of TenderCard. "I have been impressed by the level of sophistication of the CMIB management team and the commitment they have demonstrated to creating a leading payments company. We are looking forward to fortifying TenderCard's presence in the marketplace while leveraging our extensive reseller network to add depth to CMIB's product offerings. At the same time, MRA's pipeline of acquisition candidates will enable CMIB to capitalize on attractive purchase opportunities."

The merger is subject to a number of conditions, including the signing of a definitive merger agreement by July 31, 2009, the completion of financing arrangements and due diligence requirements. Final details of the definitive agreement will be released subsequent to closing.

"It is my expectation that we will grow Commerce Online internally and accelerate our growth strategy through the addition of revenue streams from select retail, wireless and e-commerce merchant properties. We are excited about the MRA acquisition and view the transaction as our first significant step in the fulfillment of that plan," stated Kyle Gotshalk, CEO of Commerce Online. "Commerce Online has methodically grown its e-commerce and merchant processing business within the last year. I look forward to updating shareholders on our progress toward that goal in the near future."

About Commerce Online Inc.

Commerce Online Inc. ([ www.commerceonlinemedia.com ]) is positioned to become a market leader in both online and wireless merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing solutions using traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals. The Company's electronic payment processing suite of services enables merchants to accept all major credit and debit cards, as well as ATM cards and ACH check drafts for payment whether a retail, service, mail-order or Internet merchant. As an industry innovator, Commerce Online is dedicated to delivering comprehensive services, such as merchant account activation, gateway connections, Web development and social network engines to a worldwide client base.

Disclaimer:

This news release contains "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the closing of the Letter of Intent. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, (i) the numerous inherent uncertainties associated with completing a reverse merger transaction; (ii) obtaining regulatory approval in a timely manner; and (iii) changes in general economic and business conditions. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our future financial reports other periodic reports filed from time-to-time with the Securities and Exchange Commission.