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Montreal, Canada
November 25, 2004
Mamma.com Inc., (the "Company"), (NASDAQ: MAMA) 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 Fauré,
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. Fauré 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™ 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 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.
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