COGNICASE to Acquire Ezenet.

Business Editors

MONTREAL & TORONTO--(BUSINESS WIRE)--Aug. 7, 2001

COGNICASE Inc. (NASDAQ:COGI)(TSE:COG.) an innovative IT solutions provider specializing in the development and integration of transactional solutions announced today that it has entered into a pre-merger agreement for all the issued and outstanding shares of Ezenet Corp. (TSE:EZE.).

The transaction is valued at $54 million and is comprised of COGNICASE shares and a cash option to Ezenet shareholders up to a maximum of $20 million. Ezenet is a Toronto based software development company that provides next generation wealth management transaction processing and web based utilities for financial institutions.

Under the transaction each common share of Ezenet will be exchanged at the option of each holder of Ezenet for redeemable preferred shares issued as part of an amalgamation proposed with a wholly-owned subsidiary of COGNICASE on a 1-for-1 basis which will be redeemed immediately following the effective date of the transaction. One of the classes of preferred shares will be redeemable in consideration of 0.393 common shares of COGNICASE. The other class of preferred shares will be redeemable for a price payable in cash of $3.16 per Ezenet share subject to the maximum aggregate cash consideration of $20 million.

The number of COGNICASE common shares the shareholders of Ezenet will be entitled to receive under the transaction has been based on a price per COGNICASE common share of $8.04, which represents the weighted average trading price of the common shares of COGNICASE for the applicable reference period. The number of COGNICASE common shares to be issued may be subject to an adjustment if the average trading price for the reference period exceeds $9.04 or is lower than $7.04 for a period of time prior to the effective date of the amalgamation.

The transaction has been unanimously approved by the Board of Directors of COGNICASE and Ezenet and is subject to the approval of 66 2/3Srds of Ezenet shareholders voting at the meeting. Certain shareholders of Ezenet, including Haron Ezer and Jay Cashmore who collectively own in the aggregate approximately 34% of the outstanding shares of Ezenet have agreed to vote their shares in favour of the transaction. A proxy circular calling a special meeting of shareholders of Ezenet for the purpose of seeking the approval of the transaction will be mailed in the next several weeks. If approved, the amalgamation is expected to close by the end of September 2001.

The transaction is also conditional upon the receipt of customary approvals from securities and other regulators and other usual conditions including the absence of material adverse change in the business and financial conditions of Ezenet and the entering into by certain key executives of Ezenet into non-competition agreements and employment arrangements.

Jay Cashmore, President and Chief Executive Officer of Ezenet Corp., stated, "In addition to the obvious financial benefits of this transaction for our shareholders, Ezenet is recommending acceptance of the COGNICASE offer because of the Company's proven track record at building product and service partnerships. We recognize the benefits of working with COGNICASE, and see this relationship strengthening our ability to offer financial institutions new products and services to complement our wealth management products, in an effort to grow and continually provide better service to our valued customers."

The agreement provides for a $2.25 million break fee in the event that the board of directors withdraw or change its endorsement of the transaction.

National Bank Financial Inc. has been engaged by COGNICASE to advise on the acquisition and assist COGNICASE's board of directors in its deliberations. KPMG Corporate Finance Inc. and H.L.H.Z has been engaged by Ezenet as its financial advisor to review the acquisition from a financial point of view and to provide a fairness opinion to the board of directors of Ezenet.

COGNICASE's President and CEO Ronald Brisebois noted, "This is a strategic transaction as it adds advanced technologies and a critical mass of resources, further enhancing our presence and capabilities in the financial services sector."

With the rapid pace of technology development, the depth of new third party applications and the use of technology as a strategic differentiator financial institutions are increasing their outsourcing to technology providers. This transaction adds critical mass to COGNICASE's extensive banking expertise while positioning COGNICASE with tier one banks and financial institutions. The transaction will also allow COGNICASE to leverage Ezenet's technology into its own sales channels and will position COGNICASE to be a leader in the highly fragmented wealth management vertical.

About COGNICASE

COGNICASE (TSE: "COG", Nasdaq: "COGI") is an IT products and services provider specializing in advanced transaction processing and Internet-based applications. Relying on its results-driven approach, its software and technology and its international Internet engineering and hosting center, COGNICASE offers secure and scalable solutions that contribute to its customers' economic success in the age of the new economy. The Company is active in several countries, including Canada, the United States, France, Spain, Belgium, the Netherlands and Australia.

About Ezenet

Ezenet (TSE: EZE) develops customer-centric technologies for financial institutions to expand their wealth management business. Ezenet's software is the first to manage and aggregate customer account information, provide personal financial planning tools and enable straight-through transaction processing. Accessible through any medium - web, wireless, branch or agent - Ezenet technology enables financial institution customers to access current and comprehensive information about their finances and be proactive in managing their financial affairs. Ezenet's proven technologies and industry expertise have helped major financial institutions brand their image in a web-based environment, increasing sales and building long-term customer loyalty. For more information on the company or its products, please visit www.ezenet.com.