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1 July 2004 FindWhat.com and Espotting announce completion of merger Fort Myers, FL and London, UK, July 1, 2004. FINDWHAT.COM (NASDAQ: FWHT), a leading developer and provider of performance-based marketing and commerce enabling services, and ESPOTTING MEDIA, INC., a leading paid listings provider in Europe, today announced the completion of the merger between the two companies. The merger of U.S.-based FindWhat.com and European-based Espotting creates an international leader in performance-based marketing with operations and partnerships across the globe. The combined company offers paid listings services covering a variety of geographic and vertical marketplaces on three continents, and has relationships with over 100,000 online businesses. "Over the past year, FindWhat.com and Espotting have begun the process of integrating our teams and sharing each other's best practices," stated Craig Pisaris-Henderson, chairman and CEO of FindWhat.com. "We are enthusiastic about the next stage of our merged company's global development as we pursue new market opportunities and innovations." "The merger creates the largest, independent paid-listings provider and allows us to drive greater value to all of our stakeholders - advertisers, distribution partners, employees and shareholders - across three continents" commented Daniel Ishag, founder, Espotting Media. Under the terms of the merger agreement, which was completed on July 1 2004, Espotting stockholders received 7.0 million shares of FindWhat.com common stock and approximately $11.5 million in cash, in accordance with a net asset adjustment. FindWhat.com is also issuing options to purchase approximately 700,000 shares of FindWhat.com common stock, at a weighted average exercise price of $4.71, in exchange for options and warrants held by Espotting employees and affiliates. The Espotting Network forms one of four divisions for FindWhat.com, which also acquired Miva and Comet Systems during the first six months of 2004. "We have spent considerable time over the past few months exploring the numerous ways to integrate our operations and take advantage of the various skills and knowledge each of our recent transactions bring to the table," said Phillip Thune, president/COO of FindWhat.com. "We have identified a number of meaningful projects that we can implement across our Merchant Services division, our Primary Traffic division, the Espotting Network, our private label offering and the FindWhat.com Network, including potential opportunities to market our private label and other service offerings in Europe and to employ advanced geo-filtering technology to better target international users."
www.espotting.com
About Espotting
About FindWhat.com® Disclaimer UK Press Release - for UK residents This translation of a press release issued in the UK is made available to you for information only. It does not constitute an offer or inducement to shareholders of Espotting Media Inc or FindWhat.com or to any other person to enter into any investment activity in connection with the transaction. Persons who access this translated press release are advised that it has not been approved by an authorised person in the UK, or by any equivalent person in any European or other jurisdiction and that it should not form the basis for any investment decision. You are required to inform yourselves of any local legal and regulatory requirements before taking any steps on the basis of this translated press release. Anyone viewing this translated press release who is affected by the transaction (for example a shareholder in Espotting Media Inc) should contact an appropriately qualified independent financial adviser if they have any questions regarding the proposed transaction.
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