Mamma.com Inc. has announced that the Company's board of directors and the board and shareholders of Copernic Technologies Inc. have approved definitive purchase agreements to acquire 100% of the issued and outstanding securities of Copernic.
Mamma.com 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 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 Mamma.com will recommend to its shareholders that the 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 VP of research and development and Albert Dang-Vu, Copernic's VP of technology will join the company in the same role