FindWhat.com Renegotiating Merger with Espotting

Updated on Friday, September 19th, 2003 at 12:00 am

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FindWhat.com Renegotiating Merger with Espotting and Reiterating Q3 2003 and Full Year Guidance

FORT MYERS, FL - September 19, 2003 - FINDWHAT.COM (NASDAQ: FWHT), a leading developer and provider of performance-based marketing services for the Internet, today provided an update on its previously-announced agreement to merge with privately-owned Espotting Media Inc.

FindWhat.com and Espotting are engaged in negotiations as a result of FindWhat.com’s post-signing examination of Espotting’s historical and projected financial performance. As a result of its examination, FindWhat.com is retracting all previous statements it has made regarding Espotting’s historical and projected financial performance, specifically comments related to Espotting’s profitability and the companies’ post-closing pro forma financial expectations, including without limitation statements made in press releases, SEC filings, and management conference calls on June 18, 2003 and July 21, 2003. FindWhat.com continues to work with Espotting in reviewing Espotting’s historical financial results and in conforming Espotting’s historical financial results to U.S. GAAP.

The parties are reserving their rights under the existing Merger Agreement, and, depending on the outcome of the review of Espotting’s financial performance, the parties may negotiate to modify the terms of the transaction. FindWhat.com believes that, at a minimum, any successful renegotiation of the terms will include a reduction of the purchase consideration, along with other material changes to the existing Merger Agreement. It is possible that mutually agreeable terms will not be reached and that the merger may not be consummated.

FindWhat.com also announced that it is reiterating its most recent Q3 2003 and full year 2003 guidance. On July 21, 2003, FindWhat.com projected that in Q3 2003 it would generate revenue of $17.5 million, pre-tax diluted earnings per share of $0.18, and diluted earnings per share of $0.11 in Q3 2003. The Q3 2003 per share estimates assume diluted shares outstanding of 23.5 million. FindWhat.com also projected that for the full year 2003, it would generate revenue of $70.0 million, pre-tax diluted earnings per share of $0.78, and diluted earnings per share of $0.48 in Q3 2003. The full year 2003 per share estimates assume diluted shares outstanding of 22.7 million.

About FindWhat.com®

FindWhat.com operates online marketplaces that connect the consumers and businesses that are most likely to purchase specific goods and services with the advertisers that provide those goods and services. Online advertisers determine the per-click fee they will pay for their advertisements, which FindWhat.com and its private-label partners such as Terra Lycos’s Lycos.com and HotBot distribute to millions of Internet users. The FindWhat.com Network includes hundreds of distribution partners, such as CNET’s Search.com, Excite, Webcrawler, NBCi, MetaCrawler, Dogpile, Go2Net, and Microsoft Internet Explorer Autosearch. Advertisers bid against each other for particular keywords or phrases through an open, automated, bid-for-position system, where the advertisement of the website with the highest bid appears first, with all other advertisers listed in descending bid order. This cost-effective, pay-for-performance model allows Web advertisers to pay only for those prospects which click-through to their sites, and increases their potential for exposure through the millions of advertisements distributed throughout the network per day. More information on FindWhat.com is available on the Company’s website at http://www.FindWhat.com.

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