Mamma.com has been unable to reach an agreement on the terms of the audit engagement with PricewaterhouseCoopers LLP (“PWC”) for the year ended December 31, 2004.
Accordingly, PWC will not act as the Company’s independent auditor for the audit of the Company’s financial statements for the year ended December 31, 2004.
As previously announced, the U.S. Securities and Exchange Commission (the “SEC”) is conducting an informal investigation concerning matters related to the intense trading activity in Mamma.com’s stock in March 2004. Following press reports in January 2005 and PWC’s recommendations, the Board of Directors initiated an investigation under the supervision of a Special Independent Committee consisting of independent directors of the Audit Committee and independent legal counsel and forensic accountants to investigate the allegations in the press reports.
Those press reports claimed that an individual and persons acting jointly or in concert with him may have had a controlling influence on the Company in the past as a result of undisclosed shareholdings. The Company has taken those claims very seriously and has given the mandate to the Special Independent Committee to review the relevant activities and transactions. PWC were not prepared to begin their audit process before the conclusion of such review. The Company had been advised by PWC that if the investigation by the independent counsel and forensic accounting firm engaged by the Special Committee to conduct the investigation and/or the current SEC investigation were to disclose any issues or concerns with the Company’s historical financial statements, PWC may be obliged to withdraw some or all of their previously issued audit reports.
The Audit Committee is in the process of interviewing potential replacement auditors.
The Company will comply with rules and policies of applicable regulatory authorities in connection with any change of auditor, including certain disclosures and filings which will be required in connection therewith.
As a result of these developments, it is unlikely that the Company will file its audited financial statements for the year ended December 31, 2004 and related disclosures within the timeframe prescribed by Canadian securities rules, being March 31, 2005. The Company will further advise upon the selection of a replacement of auditor and the expected filing date of its financial statements for the year ended December 31, 2004.
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