Mamma.com Inc.
NASDAQ : MAMA

Mamma.com Inc.

August 17, 2005 16:15 ET

Mamma.com and Copernic Technologies Sign New Letter of Intent

MONTREAL, QUEBEC--(CCNMatthews - Aug. 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.

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.

Guy Faure, 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."

Added Faure, "As a result of the combination, Mamma will be able to reach both web-based and desktop-based search users, utilizing Copernic's award winning desktop search (CDS) product. In addition, 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."

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."

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 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.

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.

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 law suits negatively affect 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.

Contact Information

  • Mamma.com Inc.
    Guy Faure
    President and Chief Executive Officer
    (888) 844-2372 (ext.146) or (514) 908-4346
    www.mammainc.com
    or
    Copernic Technologies Inc.
    Martin Bouchard
    Executive Chairman
    (418) 527- 0528 (ext. 1013)
    www.copernic.com