Mamma.Com Inc. Issues Update on Plan to Acquire Copernic Technologies Inc.
Montreal, Canada -- March 31, 2005 -- Mamma.com Inc. (the "Company") (NASDAQ: MAMA) today stated that negotiations to acquire Copernic Technologies Inc. are ongoing and that the process of due diligence is nearing completion. Both parties expect to close the transaction before May 31st, 2005. It was previously expected that the parties would close the transaction in the first quarter of 2005.
Discussions continue to move forward and we are focused on working with Copernic towards the completion of this deal, said Guy Faur, President and CEO of Mamma.com Inc. As we said on announcement of this transaction, the synergy between Mamma's search network and Copernic's user base will significantly increase our ability to reach a much broader demographic for our advertisers. We are working very hard to make this transaction a reality and are very much looking forward to making Copernic a part of Mamma.com.
On November 25, 2004 Mamma.com signed a letter of intent whereby the Company announced its plan to acquire all of the shares of Copernic 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 the ongoing due diligence, which could alter such terms and conditions. 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 has commenced on signing of the LOI. Although the 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. Merriman Curhan Ford & Co, an investment bank headquartered in San Francisco, is acting as M&A advisor to Mamma.com in this potential acquisition.
About Mamma.com Inc.
Mamma Media Solutions is focused on providing quality information retrieval on the Internet through its metasearch engine and is a leading provider of integrated marketing solutions to online advertisers. For more information, visit www.mammamediasolutions.com.
About Copernic Technologies Inc.
Copernic 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.
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 filing with the Securities and Exchange Commission and also include but are not limited to whether the Company will appoint a new auditor, whether 2004 financial statements will be issued and filed and if so when, whether prior year audit reports will be withdrawn and whether the investigation being carried out under the Audit Committee's supervision will be completed.
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