MONTREAL -- Nov. 25, 2004 -- Mamma.com Inc., (NASDAQ: MAMA) (the "Company"), and Copernic Technologies Inc. is pleased to announce that the Company has signed a letter of intent ("LOI") whereby Mamma.com would acquire all of the shares of 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 the ongoing due diligence, which could alter such terms and conditions. The parties expect to close this transaction in the first quarter of 2005. 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.
"This significant transaction will result in a company which is at the forefront of the Internet Search industry and a stronger provider of integrated on-line marketing services," said Guy Faure, President and CEO of Mamma.com Inc., "As a result of the combination, Mamma intends to reach both web-based and desktop-based search users, utilizing Copernic's award winning desktop search (CDS) product." Copernic recently received the Editor's Choice award from CNET. Faure also noted, "The synergy between Mamma's search network and Copernic's Agent user base will significantly increase our ability to reach a much broader demographic for our advertisers."
About Mamma.com Inc.
Mamma Media Solutions(TM) 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(R) (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(TM) 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(TM) 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.
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.
