SEB Closes Acquisition of Maplesoft Group

Maplesoft Expands SEB’s Technology Expertise, Client Relationships and Geographic Footprint,

Adds Over $50.0 million to Consolidated Revenues and Contributes Significantly to Profitability

December 3, 2015 – MISSISSAUGA, ON: Smart Employee Benefits Inc. (“SEB” or “Company”) (TSX VENTURE: SEB) is pleased to announce it has closed the acquisition of Maplesoft Group Inc. (“Maplesoft Group”) and Maplesoft Consulting Inc. (“Maplesoft Consulting”) (collectively “Maplesoft”), an Ottawa-based business with regional offices in Calgary, Montreal and Toronto.

The acquisition of Maplesoft is expected to increase the consolidated annual revenue of SEB by over $50 million, and contribute substantially to the overall profitability of SEB. On closing the Maplesoft transaction, SEB’s consolidated annual sales are forecast to exceed $100 million.

TRANSACTION TERM

The acquisition terms are as follows:

  1. Purchase price for the Maplesoft common and preferred shares was $4,000,000, which was satisfied by the issuance of 4,000,000 SEB common shares at a deemed price of $0.50 per share and a promissory note for the preferred shares of $2,000,000 (the “Promissory Note”).  The SEB shares issued on the transaction are subject to contractual escrow releases.  The Promissory Note bears interest at 6% per annum;
  2. Term Debt assumed of approximately $8,472,400 plus a revolving operating credit facility of up to $7,500,000.  Approximately $6,640,876 is owed to Maplesoft shareholders and insiders.  SEB is also making a working capital investment in Maplesoft of $1,500,000.  The Maplesoft common and preferred shares, noted above, are pledged in support of various debt facilities being assumed in the transaction;
  3. 1,000,000 share purchase warrants with a five year term for employee and consultant retention vesting over a 48-month period, with an exercise price of $0.50 per share will be issued within the next seven days; and
  4. Performance incentive consideration equivalent to 15% of the increase of the enterprise value of Maplesoft Consulting over a five year period (the “Performance Incentive Payments”).

In addition, SEB will also provide an advance of $2,000,000 to existing Maplesoft shareholders to be secured by the SEB shares issued to such shareholders and other Maplesoft related assets where the shareholders have an interest. The advance will be offset against any amounts owed to such shareholders including the Performance Incentive Payments.

MANAGEMENT COMMENTS

John McKimm, President/CEO/CIO of SEB states:

“Maplesoft’s experience, resources and enviable references add to SEB’s growing Canadian presence.  This acquisition is in line with our focus of deepening client relationships in government and healthcare across Canada.  Maplesoft brings important client relationships, geographic diversification and complementary technology expertise that adds to SEB’s suite of solutions and services. Maplesoft’s management and workforce are very experienced and highly regarded in the marketplace, especially in the federal government where they have established important technology service offerings including Cyber/IT Security.”

Mr. McKimm continues, “Healthcare systems and software for benefits management have not kept up with the evolution of technology in other industries. Maplesoft extends SEB’s ability to bid government outsourcing solutions and to support SEB’s infrastructure in servicing healthcare and benefits management solutions for government.  This is especially critical in managed service solutions and services where clients are relying on SEB’s ability to maintain the integrity and confidentiality of the medical and healthcare information systems related to their workforce.”

Adam Jasek, EVP, Acquisitions and Joint Ventures of SEB, states:

“The acquisition of Maplesoft adds a tremendous dimension to SEB.  Maplesoft’s mature business model, well-established client base, highly-skilled workforce, unique service offerings, client references and successful track record in the IT services sector greatly enhances SEB’s positioning within the public-sector marketplace.  We are excited at the prospect of leveraging Maplesoft’s positioning in the federal government, as well as with the provincial governments of Ontario, Alberta and Quebec along with a number of major corporate clients.  Maplesoft allows the Technology Division to accelerate its access to these markets while continuing to build capabilities in key technology service offerings at all levels of government and the private sector.

A number of SEB’s government RFP responses in the benefit area include P3 (private public partnerships) proposals which require SEB to not only provide benefits software solutions, but the ability to provide these solutions on a BPO/SaaS basis in secure hosted environments, in both private and public clouds and to have the expertise to integrate the same with multiple legacy technology environments. SEB RFP proposals, particularly the P3 solutions, also require the ability to manage and staff the environments on a national scale. Following this acquisition, SEB will be one of Canada’s leading providers of expertise in Cyber/IT Security, Information Management, IT Infrastructure, Data Centre, call centre operations/management, Project Management and Professional Services.  This expertise, together with key client references are critical ingredients to meet the “Mandatory” RFP bid requirements for a large number of government-funded RFP opportunities. We look forward to working with Maplesoft’s clients and welcome its highly regarded workforce to the SEB Group of Companies.”

Jody Campeau, President/CEO of Maplesoft states:

“The SEB Group is an excellent fit for Maplesoft. SEB’s executive management expertise, business relationships and complementary technology solutions and expertise extend Maplesoft’s ability to significantly expand its growth opportunities with existing clients. SEB’s investments over the past four years on the acquisition and development of software solutions and hosting infrastructures have established SEB as a premier supplier of IT solutions and services through which public and private sector organizations can better manage the complexities of their technology environments.  The SEB technology infrastructure is impressive.  Maplesoft is well positioned to support and help accelerate the growth of the SEB services and solutions while at the same time providing a stronger and more strategically aligned portfolio of technology services and solutions to established clientele in the federal/provincial/municipal levels of government and the private sector.  This is clearly an example where the synergies are significant.”

ABOUT SEB

Since being founded in January 2011, SEB has focused its efforts on developing SaaS-based software solutions and a SaaS/BPO business model with a specialty focus on providing processing solutions to the $65 billion “Health Benefits” business in Canada.  Since inception, SEB has completed 14 acquisitions and joint ventures which form a national network of offices and professionals across Canada, in addition to an established presence in the UAE, India and Australia.

A major focus of SEB is Health Benefits management of both private employer funded benefits and public government funded benefits.  Government funded benefit programs are primarily BPO/SaaS driven solutions requiring technology expertise, vendor arrangements, client references and various levels of security clearances to enable successful bids.  The acquisition of Maplesoft adds materially to SEB’s vendor arrangements and client references, and significantly enhances the capability of SEB to meet the mandatory requirements to bid virtually any government and large corporate RFP opportunity on a national scale. Government funded specialty benefit programs are in excess of $27.0 billion in Canada.  Employer funded benefits are over $38.0 billion.  The same SEB technology solutions and expertise apply to both corporate and government markets in Canada.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY’S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE.  HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

All figures are in Canadian dollars unless otherwise stated.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CONTACT INFORMATION:

John McKimm

President/CEO/CIO

(416) 460-2817

john [dot] mckimm [at] seb-inc [dot] com

 

Eduardo Baer

EVP Capital Markets

(888) 939-8885 x350

eduardo [dot] baer [at] seb-inc [dot] com

 

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