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Montreal, Canada Mamma.com Inc., (the "Company"), (NASDAQ: MAMA) announces that the Company's board of directors and the board and shareholders of Copernic Technologies Inc. ("Copernic") have approved definitive purchase agreements to acquire 100% of the issued and outstanding securities of Copernic (the "Transaction"). Unless otherwise stated, all figures in this release are in US dollars. The Company has agreed to acquire 100% of the issued and outstanding securities of Copernic, including an amount to cover Copernic's outstanding stock appreciation rights obligations, for $15,900,000 and the issuance of 2,380,000 common shares of the Company. Copernic had approximately $5.9 million of revenue and EBITDA of approximately $1.8 million in their fiscal year ended June 30, 2005. The Transaction closed today, December 22, 2005. Merriman Curhan Ford & Co, an investment bank headquartered in San Francisco, is acting as M&A advisor to Mamma.com in this acquisition. Copernic's Chairman, Martin Bouchard will join the Company as Executive Vice-President and Chief Strategist and Technology Officer. As part of the Transaction, it has been agreed that the Company will recommend to the Company's shareholders that the Company's board of directors be increased to seven members with the appointment of Martin Bouchard and an independent director. Shareholders will be asked to approve this either at a Special Shareholders' meeting or the next Annual General Meeting of the Company. As well, Eric Bouchard, Copernic's Executive Vice-President, Products will join the Company as Vice-President of Research and Development and Albert Dang-Vu, Copernic's Vice-President, Technology will join the Company, as Vice-President of Technology. Guy Fauré, Mamma.com's President and CEO stated: "With this acquisition, we are now at the forefront of the search and on-line marketing industry. With the addition of Copernic's award winning desktop search (CDS) product, we now have a formidable portfolio to satisfy the growing need for integrated search of both web-based and desk-top based users. We intend to move quickly to realize the obvious synergies and benefits by integrating Mamma's and Copernic's web based search capabilities and extending the penetration of Copernic's award-winning desk-top search technology. The combined resources of the Company and Copernic will now offer a much broader demographic for our advertisers and will provide our Company with both stronger business development capabilities and world-class product development capabilities. We welcome the joining of the Mamma and Copernic teams and look forward to a dynamic and effective approach to offering a superior value proposition to advertisers and developing cutting edge technology that would provide a unique user experience in Internet search applications." About Mamma.com Inc. About Copernic Technologies Inc. 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 lawsuits negatively impact 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. |
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