Mamma.Com Inc. Issues Update on Plan to Acquire Copernic Technologies Inc.
September 29 2005 - 4:15PM
Business Wire
Mamma.com Inc., (NASDAQ:MAMA) (the "Company"), today stated that
negotiations to acquire Copernic Technologies Inc. are ongoing and
that the Company's evaluation of due diligence materials is nearing
completion. Both parties expect to close the transaction before
November 30th, 2005. It was previously expected that the parties
would close the transaction in the third quarter of 2005. "Although
our schedule for completing due diligence was very aggressive, we
are now evaluating due diligence results and our review is
progressing satisfactorily. Our discussions with Copernic continue
to move forward and we are satisfied with the intensity of the
exchanges. We are focused on working with Copernic towards the
completion of this deal," said Guy Faure, President and CEO of
Mamma.com Inc. "We strongly believe that the synergies created with
Copernic in the search space combined with Mamma's Ad Network
business will make us a stronger contender in the on-line
advertising industry," added Faure. "Our team is putting forth all
of its efforts in connection with this transaction," said Martin
Bouchard, Chairman of Copernic Technologies. "We are eager to bring
our expertise together with Mamma's and build a stronger and more
competitive player in the Internet search sector," added Bouchard.
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 between Mamma.com and Copernic, including the
proposed purchase price, are not being disclosed at this time due
to the confidentiality restrictions in the LOI and our ongoing
evaluation of due diligence, which could materially alter such
terms and conditions, including the purchase price. 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
review of due diligence results now in hand. Although Mamma.com and
Copernic are discussing the terms and conditions of a definitive
purchase agreement in good faith, there is no guarantee 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(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. 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 Securities and Exchange Commission and include but are not
limited to whether the 2004 financial statements will be issued and
filed and if so when. Mamma.com Inc. (NASDAQ:MAMA)
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