May 15, 2012 – TORONTO, ONTARIO - Whiteknight Acquisitions Inc. (“Whiteknight“) (TSX VENTURE:WKA.P), a Capital Pool Company, is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “Exchange“) for its Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the Exchange) with Smart Employee Solutions Inc. (“SES“), previously announced on July 27, 2011 (the “Qualifying Transaction“). As previously disclosed, Whiteknight will complete its Qualifying Transaction by acquiring all of the issued and outstanding securities of SES in exchange for the issuance of the equivalent of 10 securities of Whiteknight for each one security of SES issued and outstanding at the time of closing.
SES is a technology company providing software solutions and services for managing employee benefits for corporate and government clients, with a primary focus on employee group benefits. The bulk of participants in this industry outsource their adjudication administration and reporting to third party technology providers. SES is unique in that, while it is a licensed Third Party Administrator (or “TPA“), it also owns its adjudication platform, and can therefor offer a comprehensive range of solutions and services to manage the complete interactive relationship between insurers, clients, brokers, and other technology providers in the insurance industry.
SES’s adjudication platform is an open architecture, java rules-based platform on which trained administrators (not just programmers) can implement new adjudication rules, thereby allowing SES to customize unique adjudication environments on a client by client basis, while providing clients with maximum flexibility in designing group benefit solutions. This flexible rules environment allows SES to automate the total adjudication environment quickly, efficiently and in a highly cost effective manner. It also allows SES to provide integrated benefits services including hosted administration and claims payment, adjudication, and reporting.
SES’s objective is to provide clients, both large and small, with technology solutions that allow highly flexible plan designs, more cost effectively and efficiently than available in the market today.
Whiteknight filed its filing statement dated May 14, 2012 (the “Filing Statement“), which provides further details with respect to the Qualifying Transaction under Whiteknight’s profile on SEDAR at www.sedar.com.
Securities Exchange Agreement
Concurrent with Whiteknight’s filing of the Filing Statement, Whiteknight and the shareholders of SES entered into the securities exchange agreement (the “Securities Exchange Agreement“). The Securities Exchange Agreement contains standard representations and warranties of the parties and governs the transfer of 100% of the issued and outstanding securities of SES in exchange for the issuance by Whiteknight of 36,093,010 common shares and warrants to acquire 3,000,000 common shares at an exercise price of $0.30 per common share until May 31, 2014. The securities issued by Whiteknight represent a ratio of 10 Whiteknight securities for each SES security exchanged.
Closing of Qualifying Transaction
Final acceptance of the Qualifying Transaction by the Exchange is subject to the satisfaction of certain conditions, including fulfilling all of the remaining filing requirements under the Exchange’s policies and the completion of a private placement of a minimum of 6,333,333 common shares and a maximum of 7,333,333 common shares at a purchase price of $0.30 per common share, for gross proceeds of between $1.9 and $2.2 million.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Cautionary Note Regarding Forward Looking Statements
This Press Release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Whiteknight, SES or the resulting issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Press Release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Whiteknight, SES, or the resulting issuer, as the case may be to obtain necessary financing; satisfy conditions under the transaction documents; satisfy the requirements of the Exchange with respect to the Qualifying Transaction and the concurrent financing; the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While Whiteknight, SES, or the resulting issuer, as the case may be anticipate that subsequent events and developments may cause its views to change, the Whiteknight, SES, or the resulting issuer, as the case may be specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Whiteknight’s, SES’s or the resulting issuer’s views as of any date subsequent to the date of this Press Release. Although Whiteknight, SES, and the resulting issuer have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.