Mamma.com and Copernic Technologies Sign New Letter of
Intent
Montreal, Canada, August 17, 2005 -- Mamma.com Inc. (NASDAQ: MAMA)
and Copernic Technologies Inc. today announced a new letter of
intent (LOI) whereby Mamma.com would acquire Copernic Technologies
for a combination of cash and shares of Mamma.com Inc.
The closing of the acquisition will be effected by the parties
pursuant to a definitive purchase agreement, when and if negotiated
and entered into by Mamma.com and Copernic. The specific terms and
conditions of the LOI, including the proposed purchase price are
not being disclosed at this time due to the confidentiality
restrictions in the LOI and ongoing due diligence, which could
materially alter such terms and conditions. If a definitive
purchase agreement is signed, the parties expect to close this
transaction in the third quarter of 2005.
Laptop Battery According to the LOI, the acquisition would be subject to, among
other conditions, approval by the directors of Mamma.com Inc., the
shareholders of Copernic Technologies Inc. and the satisfactory
completion of due diligence which had commenced on signing of the
previous letter of intent between Mamma.com and Copernic
Technologies announced November 25th, 2004. Although the current
LOI provides that the parties will negotiate the terms and
conditions of a definitive purchase agreement in good faith,
Mamma.com cannot assure that the parties will successfully
negotiate and enter into a definitive acquisition agreement, or,
that if entered into, the parties will be able to satisfy the
conditions prerequisite to closing.
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Thinkpad Guy Faur, President and CEO of Mamma.com Inc., said, "We are
pleased that discussions resumed with Copernic and that we have
been able to achieve this significant milestone towards a completed
transaction. We believe the obvious synergies between both
organizations will result in a company that is at the forefront of
the search and on-line marketing industry. As our previous
discussions resulted in a significant amount of due diligence being
completed, we expect that a short update will be sufficient to move
to a closing within a relatively brief time frame."
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Microsoft Added Faur , "As a result of the combination, Mamma will be able
to reach both web-based and desktop-based search users, utilizing
Copernics award winning desktop search (CDS) product. In addition,
the synergy between Mammas search network and Copernics Agent user
base will significantly increase our ability to reach a much
broader demographic for our advertisers."
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Laptop Computers Martin Bouchard, Executive Chairman of Copernic Technologies
Inc., said, "Based on further due diligence, we are now confident
that Mamma.com is a strong and very well managed company. We are
positive about closing this transaction which will create a new
organization capable of competing with the best of breed in the
search engine sector of the Internet."
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Laptop Computer Merriman Curhan Ford & Co, an investment bank headquartered
in San Francisco, is acting as M&A advisor to Mamma.com in this
potential acquisition.
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Desktop Computer About Mamma.com Inc.
Mamma Media
Solutions is focused on providing
first-rate quality information retrieval on the Internet through
its metasearch engine and is a leading provider of integrated
marketing
solutions to online advertisers.
Mamma.com The Mother of All Search Engines (www.mamma.com) is
one of the most popular metasearch engines on the Internet, as
it makes it easier and faster for people to find information by
gathering the most relevant results from the best search engines
on the Internet. Mamma Media Solutions is equally focused on
being one of the leading providers of online marketing solutions
to advertisers as its integrated offer includes keyword search
listings, numerous sizes of graphic ad units and opt-in email
marketing solutions. Mamma Media Solutions maintains a large
publisher network on which it distributes search and graphic ad
units for its advertisers. The Company also holds minority
interests in analog integrated circuit products, and in the new
media and telecommunications sectors. For more information,
visit www.mammamediasolutions.com.
Notebooks About Copernic Technologies Inc.
Copernic (www.copernic.com) develops cutting-edge search and
information management solutions that enable
home and
business PC users to maximize
their information assets and become more efficient and proactive
in their daily lives. The company is dedicated to providing its
customers with cost-effective Web and desktop search technology
that enables better decision-making and increased productivity.
All Copernic products feature simple fast downloading, automatic
installation, and the most ease-of-use in the industry. With
unique and powerful product features, Copernic is the name that
consumers and professionals trust to deliver the highest quality
search products. For more information, visit
www.copernic.com.
Lenovo Statements contained in this press release, which are not
historical facts, are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and
uncertainties that can cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed
in the Company's filings with the United States Securities and
Exchange Commission and the Ontario Securities Commission and
include but are not limited to the extent to which the results of
the SEC investigation or the purported securities class action
lawsuits negatively impact the Company. The Company expressly
disclaims any intent or obligation to update any description of the
scope, focus or subject matter of the statements in this press
release.
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