Perfomanced-Based Search Engines FindWhat.com and Espotting Mull Over Merger Agreement

Updated on Wednesday, December 24th, 2003 at 12:00 am

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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.