iVillage

(IVIL)

said Monday that it's buying

Women.com

(WOMN) - Get Report

for about $26 million in stock and cash.

iVillage is paying 0.322 of its shares for each Women.com share, plus about $250,000 in cash. iVillage closed Monday up 3 cents at $1.72 a share, putting the price its offering at about 55 cents a share. Women.com closed up 3 cents at 72 cents a share.

But the complicated deal also involves an agreement under which

Hearst

, a major shareholder in Women.com, basically agreed to inject as much as $20 million into iVillage. The infusion involves a rights offering that will allow Hearst and other public shareholders in Women.com to invest $20 million in iVillage in exchange for approximately 9.3 million shares and warrants to buy an additional 2.1 million shares. If other shareholders don't step in, Hearst will buy any remaining rights.

Hearst also agreed to buy $15 million to $21 million in production and advertising services over three years.

In after-hours trading, Women.com was trading at 75 cents a share on

Island

, while iVillage was trading at $1.75 a share.

As their share prices indicate, both companies have struggled. And iVillage said Monday it expects first-quarter revenue of $12 million to $14 million, down 25% to 35% from the fourth quarter. It blamed the weak online advertising market. For the year, iVillage expects single-digit percentage revenue growth.