March 14, 2014 - TORONTO, ONTARIO - Smart Employee Benefits Inc. (“SEB”) (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 previously agreed via a Letter of Agreement (“LOA”) to acquire Adeeva Nutritionals Canada Inc. (“Adeeva”) and the Wellness assets and business of Dr. James Meschino Health and Wellness. SEB is pleased to announce these transactions have now closed.
TRANSACTION TERMS: SEB has agreed to issue $525,000 of SEB shares at a price of $0.51 per share to acquire all of the debt and issued and outstanding shares of Adeeva. The transaction will result in the issuance of 1,027,418 shares of SEB in consideration for all of the acquired debt and shares of Adeeva. No fractional shares were issued to holders of the debt and shares of Adeeva sold to SEB. In addition, the holders of the debt acquired by Adeeva have been issued a royalty agreement whereby they can earn, in the aggregate, up to $1,000,000 (based on the future revenues of Adeeva only), the SEB shares issued pursuant to this transaction are subject to contractual escrow releases of one third per annum over 36 months. The price of the SEB shares was determined by the weighted average trading price for the ten trading days prior to closing. In addition, SEB will be making a working capital injection into Adeeva as may be required to fund growth initiatives. Adeeva will be operated as a stand-alone business.
The “Wellness Assets” owned by Adeeva and James Meschino are being transitioned to a new company, (Meschino Health & Wellness Corporation) (“MH&WC”) focused specifically in providing “Wellness Solutions” to employee group benefits clients. SES Benefits Canada Corporation (“SES Benefits”), a wholly-owned subsidiary of SEB, owns 80% of MH&WC. Dr. Meschino retains 20% of MH&WC. Both companies will operate as subsidiaries within SEB’s “Benefits Division”.
MANAGEMENT COMMENTS: States John McKimm, Pres/CEO/CIO of SEB, “Dr. Meschino’s Wellness Assessment combined with over 30 years of research, published material, on-line videos and other wellness content are readily accessible and available online, and are delivered within a fully automated environment which is unique in the industry. Dr. Meschino will lead the SES Benefits Wellness Division in the provision of Wellness Solutions as a key element of SES Benefits group health benefit solutions. Dr. Meschino and Adeeva’s fully automated environment complements SEB’s fully integrated health benefits processing environment. Like Dr. Meschino’s wellness environment, SEB’s fully integrated ‘administration-adjudication-payment processing-reporting’ platform for managing group benefit environments is also unique. The SEB platform provides the most flexible and automated administration, adjudication and reporting systems in the industry. Dr. Meschino’s Wellness Solutions environment integrates seamlessly into the SEB platform. Wellness is a very important element of most benefit solutions today, capturing a significant percentage of benefit plan dollars with most group benefit plans. The acquisition of the Wellness Assets of Adeeva and James Meschino form an integral part of the SEB strategy of offering unique, highly automated group benefit solutions to its clients.”
ABOUT ADEEVA: Adeeva is a producer of high quality natural health products and formulations directed towards promoting overall health, slowing the biological processes of aging, combating degenerative diseases and providing adjunctive nutritional support in the case of specific health conditions. More on Adeeva can be found at the following link: www.adeeva.com.
ABOUT JAMES MESCHINO: James Meschino, DC, MS, ND, ROHP, is a Doctor, Author and Lecturer. With a Master’s Degree in Science with specialties in human nutrition and Biology, and a Doctorate in Chiropractic Medicine, he is recognized as an expert in the field of nutrition, anti-aging, fitness and wellness as well as the author of numerous books. He is the founder of the RenaiSante Institute of Integrative Medicine and an associate professor at the Canadian Memorial Chiropractic College. More about Dr. Meschino can be found at the following link: http://www.meschinohealth.com.
ABOUT THE MESCHINO HEALTH & WELLNESS PLATFORM: In 2008, Dr. Meschino created the online Meschino Health Assessment, also referred to as the Nutrition, Lifestyle and Anti-Aging Assessment (NLA) or Wellness Assessment. Dr. Meschino created the test after numerous readers of his book “The Meschino Optimal living Program – Seven Steps To A Healthy, Fit, Age-Resistant Body” requested a method to measure their current status and track their improvement over time.
This Wellness Assessment has undergone many enhancements and revisions since 2008. It incorporates specific data relating to age, gender, dietary patterns, signs and symptoms of nutrient deficiencies along with lifestyle factors that could be contributing to a person’s nutrient deficiency. The assessment platform also takes into consideration current health and past health conditions, and family medical history. This Wellness Assessment provides a blueprint for individuals to understand, design and implement individualized health plans where they can take ownership and manage their own health initiatives and objectives. In addition, the Wellness Assessment will be married with a comprehensive rewards environment which adds additional incentives for the individual to adhere to the health plans evolving from the Wellness Assessment.
Dr. Meschino’s fully automated “Wellness Platform” provides a platform to work with employers to address the full spectrum of lifestyle issues, and their impact on the bottom line. Wellness is often not fully understood or executed to address core employer concerns around absenteeism, presenteeism and increased productivity. Dr. Meschino’s wellness program takes a unique approach towards providing employers with the tools and resources to enhance health literacy, creating the conditions for readiness to change, combined with ongoing support to employees in their desire to live healthier and productive lifestyles. Extensive U.S. research from leading health authorities over the years has demonstrated that $1 spent on wellness adds over $3 benefit to an employer. Virtually every large group employee benefit plan contains a significant emphasis and budget for wellness programs. Dr. Meschino’s Wellness Platform is very unique in its application and can efficiently and cost effectively be fully integrated into any employee benefit plan. This “Wellness Platform” makes wellness affordable for every group benefit plan, large and small. It provides both an automated analytical and feedback environment for the “Employee Wellness” and a fully integrated automated “Corporate Wellness” assessment where employee information is automatically aggregated and summarized. This information can also be combined with drug data to provide employers the ability to compare expenditures on drugs with the wellness of the employer’s workforce as a whole and give the employer a perspective on their future expenditures.
Dr. Meschino’s “Wellness Solutions” are unique in both their rich content and the high level of automation which allows very low cost delivery of this content to the employee. This will allow every group benefit plan, whether it is a small company plan or large company plan, to implement a high value added, very cost effective wellness solution for their employees.
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. Health Claims Processing alone is a $60.0 plus billion industry, of which over $37.0 billion is employee group benefit plans and over $25.0 billion of 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 as a Third Party Administrator and Insurance Brokerage 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, fully integrated solutions for specialized environments (e.g. travel claims, student benefits, hospitals, unique government applications etc.). The technology and expertise deployed in this area also allows SEB to provide other related supply chain, systems integration and human resource solutions and services to the same clients.
For further information about SEB, please visit www.seb-inc.com.
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