December 23, 2014 – Toronto, ON
Smart Employee Benefits Inc. (“SEB”) (TSX VENTURE:SEB) is a technology company providing, via a SaaS business model, “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.”
As previously disclosed in a press release dated August 25, 2014, SEB has entered into a letter of agreement to acquire Paradigm Consulting Group Inc. and PCGI Consulting Services Partnership (collectively referred to as “Paradigm”).
The purchase price of Paradigm is up to $15,793,436, made up of firm consideration of $13,427,864 and additional consideration of up to $2,365,572 if certain performance targets are achieved. In addition 1,000,000 share purchase warrants are to be issued for employee retention.
SEB is working to complete the transaction in the near future and has determined the price at which the securities forming part of the firm consideration will be issued. Other than the pricing at $0.50 per share (as opposed to the ten day weighted average share price of SEB shares trading on the TSXV at the time of closing), the other terms of the securities to be issued as part of the firm consideration will remain unchanged. The securities will thus be issued as follows:
- The Vendor Notes in the aggregate principal amount of $1,182,786 will be convertible into SEB shares at $0.50 per share.
- The $2,956,966 payable in SEB shares will consist of 5,913,932 SEB shares with a deemed price of $0.50 per share.
- The 1,000,000 share purchase warrants to be issued to employees as a retention incentive, will have an exercise price of $0.50 per share.
The transaction remains subject to completion of definitive documents between the parties and approval by the TSXV.
ABOUT SEB: SEB’s core expertise is managing specialized Big Data environments, of which healthcare is a major focus. SEB is a technology company providing, via a SaaS business model, 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.
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.
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.