iVillage to buy Women.com

iVillage agreed to buy Women.com Monday in a deal that would combine the two largest Web sites geared specifically toward women.

After market close Monday, the companies said iVillage (Nasdaq: IVIL) would exchange 0.322 shares of iVillage stock for each share of Women.com (Nasdaq: WOMN). The purchase also includes about $250,000 cash.

The deal is expected to close in the second quarter.

Shares of iVillage traded at $1.75 in after-hours activity on the Island ECN, following the news.

At Monday's closing price of $1.7185 for iVillage stock, the agreement is worth more than $47 million. Women.com closed Monday's regular trading with a market capitalization of about $33.8 million.

Also Monday, iVillage said The Hearst Corp. would spend $20 million in return for a stake in iVillage. Hearst would get 9.3 million shares, and warrants to purchase an additional 2.1 million.

iVillage currently has about 29.7 million shares outstanding, according to MarketGuide.

Hearst, which will get seats on the iVillage board, agreed to buy $15 million to $21 million in production and advertising services from iVillage over a three-year period. Hearst already owns 46 percent of Women.com and has agreed to the merger, the companies said.

Also Monday, iVillage posted a narrower-than-expected loss for the fourth quarter and lowered first quarter targets.

The company reported a fourth-quarter loss of $9.8 million, or 33 cents per share. A three analysts surveyed by earnings tracking firm First Call predicted a fourth-quarter loss of 38 cents per share.

Fourth-quarter revenue of $18.7 million from continuing operations was roughly in line with analyst expectations, which ranged from $18.6 million to $19.4 million, according to First Call.

iVillage sees first-quarter revenue of $12 million to $14 million. Analysts' revenue estimates ranged from $19.5 million to $20.3 million, according to First Call.

Revenue growth for the full 2001 should be in the single-digits on a percentage basis, as the company tries to expand paid content, newsletters and subscription services, iVillage said.>