Posted on November 25, 2009
Ottawa, ON – November 24, 2009 – On November 18, 2009, in accordance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations (the “Instrument”), International Datacasting Corporation (TSX:IDC) (“IDC”) filed a Business Acquisition Report (the “BAR”) with respect to its acquisition of certain product lines from Comtech Tiernan Video, Inc. (“Tiernan”) (a wholly owned subsidiary of Comtech Telecommunications Corp., and together with Tiernan, “Comtech”) pursuant to an asset purchase agreement, which transaction was effective August 17, 2009. In accordance with the Instrument, the BAR contains unaudited consolidated pro forma financial statements for IDC, unaudited financial statements for Tiernan for the year ended July 31, 2008 and audited financial statements for Tiernan for the year ended July 31, 2009, in each case prepared in accordance with Canadian GAAP, together with an auditor’s report of PricewaterhouseCoopers LLP (“PwC”) on the financial statements for Tiernan for the year ended July 31, 2009. PwC was engaged by IDC to perform the audit of the financial statements for Tiernan for the year ended July 31, 2009. This audit was based on unaudited financial data prepared in accordance with US GAAP that was presented by Tiernan to IDC and PwC.
Subsequent to the issuance of the audit opinion by PwC, IDC and PwC have been advised on behalf of Comtech that Tiernan disclaims any responsibility to IDC, IDC’s investors and the Ontario Securities Commission for any of the financial statements included in the BAR as well as PwC’s audit opinion included in the BAR. As a result of these communications, PwC has advised IDC that its previous opinion dated November 17, 2009 with respect to the financial statements for Tiernan for the year ended July 31, 2009 can no longer be relied upon and has been withdrawn. A copy of each of the notifications to IDC received from PwC with respect to such withdrawal of opinion has been filed on SEDAR.
IDC is currently pursuing discussions with PwC and the Ontario Securities Commission to address any deficiency in the BAR caused by the withdrawal of the auditor’s opinion which may include the preparation and filing of an amended and restated BAR. IDC will be filing a material change report in connection with the information set forth in this news release. IDC has no reason to believe that any of the financial statements (or any portion thereof) and accompanying notes that were included in the BAR are materially inaccurate.