Perfomanced-Based Search Engines FindWhat.com
and Espotting Mull Over Merger Agreement
FORT MYERS, FL – December 24, 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 continue to be engaged in negotiations
to restructure the proposed merger of the two companies.
As a result, FindWhat.com and Espotting have entered into
an amendment to their Merger Agreement which changes the
date on which either party may terminate the existing Merger
Agreement if the transaction has not been consummated, from
December 31, 2003 to January 31, 2004. Espotting may not
invoke the termination provision until 30 days after it
delivers certain audited financial statements to FindWhat.com.
FindWhat.com hopes that it will have a final decision on
the status of the proposed merger early in 2004.
"We continue to make progress with respect to reaching
a final decision with Espotting on our proposed merger,"
said Craig Pisaris-Henderson, chairman and CEO of FindWhat.com.
"While the delay in the process has been longer than
we would have liked, both sides believe it is critical to
take the necessary time to protect the interests of our
respective shareholders and to come to the right conclusion."
The parties are reserving their rights under the existing
Merger Agreement, and, depending on the outcome of the ongoing
negotiations and Espotting's audit, the parties may or may
not come to mutual agreement on revised terms. FindWhat.com
continues to believe that, at a minimum, any new agreement
between the parties 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 or that Espotting's
audit will not be completed and that the merger may not
be consummated.
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,
MetaCrawler, Dogpile, 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.
Disclaimer
This press release is intended to provide information only.
It is not intended to be an invitation or inducement to
any person to enter into any investment activity in connection
with the proposed transaction, Espotting Media Inc., or
FindWhat.com.
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