Hain Celestial (HAIN) Says Audit Committee Completes Review; Finds No Evidence of Intentional Wrongdoing

November 16, 2016 5:34 PM EST

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The Hain Celestial Group, Inc. (Nasdaq: HAIN) announced today that the Audit Committee of the Company's Board of Directors has concluded its independent review with external counsel into concessions with respect to certain distributors in the United States. Hain Celestial had previously announced on August 15, 2016 that during the fourth quarter of fiscal year 2016 it had identified concessions that were granted to certain distributors in the United States and that the Audit Committee had retained independent counsel to assist in its independent review of such matter. The review, which was extensive, found no evidence of intentional wrongdoing in connection with the Company's financial statements. Hain Celestial has begun to implement a remediation plan to strengthen its internal controls and organization.

"The Audit Committee is pleased to conclude our thorough review with independent counsel," said Andrew R. Heyer, Chairman of the Audit Committee of Hain Celestial. "The Board of Directors believes this is an important step toward releasing the Company's financial results."

"Hain Celestial is committed to transparency of our financial reporting, and we are taking concrete measures to remediate as well as strengthen our internal controls. We are extremely pleased that the Company can now move forward with its reporting process as we put these challenges behind us," said Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial. "Our business is uniquely aligned with consumer habits and lifestyles, and we are excited about the fiscal year 2017 launch of our five new core platforms for growth."

Hain Celestial will not be in a position to release financial results until the completion of the Company's internal accounting review and the audit process. The Company is working diligently on this matter and will, as soon as reasonably practicable, make a further announcement regarding the timing of the release of its financial results.

Nasdaq NotificationIn addition, the Company announced today that, as expected, it has received a notification letter dated November 11, 2016 from the Listing Qualifications Staff (the "Staff") of The NASDAQ Stock Market LLC ("Nasdaq") notifying the Company that it is not in compliance with NASDAQ Listing Rule 5250(c)(1) because its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 was not filed on a timely basis with the Securities and Exchange Commission (the "SEC"). NASDAQ Listing Rule 5250(c)(1) requires the Company to timely file all required periodic financial reports with the SEC. The Company had previously announced that, on November 2, 2016, the Company received formal notice from the Staff that the Company had been granted an extension, through February 27, 2017, to file its periodic reports with the SEC.



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