SEB Agrees to Acquire Antian Professional Services of Ottawa

Oct. 7, 2013 –  TORONTO, ON - Smart Employee Benefits Inc. (“SEB” or “Company”) (TSX VENTURE:SEB) is a technology company providing “business processes software solutions and services” to corporate and government clients with specialty practices focused on “managing group benefit solutions and health claims processing environments.” SEB has agreed via a Letter of Intent (“LOI”) to acquire Antian Professional Services Inc. (“Antian”). Board approval has been received and due diligence has been completed. Closing documentation is in process with closing imminent. The transaction terms are as follows:

TRANSACTION TERMS:

The total value of the Antian transaction is targeted at $850,000 subject to working capital adjustments at the Time of Closing. Per the terms, Antian shareholders will receive the following:

  1. Cash: $450,000
  2. Vendor Take Back (“VTB”) – $400,000 paying interest at an annualized rate of 3% with annual principal repayments over a 5 year period. This Vendor Take Back is convertible into SEB shares at any time at a value of $0.75 per SEB share during the term of the “VTB”.

John McKimm, President and CEO of SEB states: “A key component of SEB’s growth strategy in 2013 is acquisitions. We continue to focus on acquisitions with three objectives: (1) the acquisition of key client and vendor relationships in both government and corporate sectors, (2) the acquisition of unique technologies and expertise that enhance SEB’s technology solutions and delivery of services to select initiatives, particularly in healthcare, and (3) expediting the path to consolidated profitability while expanding a strong base of clients and sales to launch organic growth initiatives.”

Adam Jasek, EVP Acquisitions for SEB and President of SOMOS in Ottawa states: “Antian adds to our growing Ottawa presence. This acquisition is in line with our focus on deepening client relationships in government and healthcare. Antian has a history of profitability and brings unique expertise that adds to the suite of solutions and services that enhance SEB’s healthcare initiatives in both the private and government sectors.”

ABOUT ANTIAN:

Antian Professional Services Inc. is a turnkey communication and personnel service provider with more than 30 years experience with the private and public sectors. Antian offers personnel placement, administrative and professional services, marketing and communications, exhibits, conferences & events, promotional items and web design, ebusiness, web hosting and other technical services. Antian has held a Supply Arrangement for Event Management Services as well as an NMSO for Exhibit Management Services for numerous years.

Their clients have included the Canadian Armed Forces and Department of National Defence, Via Rail, CMHC, NRCan, PWGSC, CIDA and other Government organizations

ABOUT SEB:

SEB is a technology company providing software, solutions and services specializing in managing group benefit solutions and healthcare claims processing environments for corporate and government clients. This is a $56.0 billion industry, of which over $33.0 billion relates to employee group benefit plans and over $23.0 billion relates to other healthcare benefit claims (e.g.: workers compensation claims, travel benefits, various federal and provincial government programs, dental associations, drug associations, etc.) In the employee group benefits industry, SEB operates a licensed third party administrator (“TPA”) and insurance broker utilizing its software platform to provide “totally hosted PCI compliant supply chain solutions” for managing the complete group benefits business processes between insurers, clients, brokers, consultants, technology service providers and healthcare service providers. In healthcare claims processing, SEB also operates as a systems integrator utilizing its technology platform together with other technologies to provide customized solutions for highly specialized environments (e.g.: travel claims, etc.). The technology and expertise deployed in this healthcare area also allows SEB to provide other related supply chain, systems integration and human resource solutions and services to the same clients.

Forward-Looking Statements

This news release is intended for information purposes only. Statements made in this news release may contain “forward looking” information about the company’s future business prospects. These statements while expressed in good faith and believed to have a reasonable basis – are subject to risk and uncertainties that could cause actual results to differ materially from those set forth or implied by such forward looking statements. Investors should consult a professional advisor before making any investment decision.

For further information about SEB, please visit www.seb-inc.com.

Source: Smart Employee Benefits Inc.

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