Mamma.com 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.
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, the shareholders of Copernic Technologies 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.”
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