Mamma.com Inc. and Copernic Technologies Inc. have announced a new letter of intent ("LOI") whereby Mamma.com would acquire 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 ongoing due diligence, which could materially alter such terms and conditions. If a definitive purchase agreement is signed, the parties expect to close this transaction in the third 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 had commenced on signing of the previous letter of intent between Mamma.com and Copernic Technologies announced November 25th, 2004. Although the current 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.