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1st 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 No Offer or Inducement This press release is intended to provide information only. It is not intended as 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, Espotting Media Inc or FindWhat.com. Any person affected by the transaction who requires any advice should contact an independent financial adviser authorised by the Financial Services Authority. Forward Looking Statements This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as "plan," "intend," "believe" or "expect'" or variations of such words and similar expressions are intended to identify such forward-looking statements. Key risks are described in FindWhat.com's reports filed with the U.S. Securities and Exchange Commission, including the Form 10-K for fiscal 2003. Readers should note that these statements may be impacted by several factors, including economic changes and changes in the Internet industry generally and, accordingly, FindWhat.com's actual performance and results may vary from those stated herein, and FindWhat.com undertakes no obligation to update the information contained herein. Contact Details
Chrys Philalithes |
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