August 27, 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.” SEB is pleased to announce it has entered into a letter of agreement (“LOA”) to form “SEB Benefits & HR Consulting Inc.” (“SEBCON”). Pursuant to the LOA, SEBCON will acquire the consulting practices of Joseph Ricciuti, Paul Serafini, Julie Holden and Sandra Routledge (“Operating Shareholders”). SEB will own 50% of SEBCON with the Operating Shareholders owning the other 50%. SEBCON will operate as a consulting company providing innovative services and solutions for corporate and government clients in the areas of Group and Health Benefits, Retirement Plans and Human Resources.
SEB will acquire 50% of SEBCON. The terms of the transaction are as follows:
- $100,000 of SEB Shares (“SEB Shares”) trading on the TSXV will be allocated among the four Operating Shareholders on terms agreed to amongst them. The SEB Shares will be issued at closing based on the ten day weighted average share price trading on the TSXV prior to closing. The SEB Shares will be subject to a contractual escrow over a 24 month period, released 25% every 6 months.
- 50,000 share purchase warrants to acquire SEB shares. The warrants will be exercisable at $0.50 per SEB share in a term of 36 months and will vest on the same terms as the SEB Shares stated above. The warrants will be issued to three of the four Operating Shareholders.
- Business Infrastructure – SEB will provide, at no cost to SEBCON, office space, technology support and such other infrastructure support as may be required for a period of 36 months, subject to SEBCON achieving targeted financial results.
- Working Capital – SEB will provide agreed upon working capital loans during the first year of operation, including accounts receivable funding.
- Other – SEB will provide SEBCON other support including health benefits for employees, licensing and professional liability insurance.
The transaction remains subject to completion of definitive documents between the parties and approval of the TSXV.
STRATEGIC FIT WITH SEB:
SEBCON’s four Operating Shareholders collectively have over 100 years of experience in providing employee benefits and HR consulting services focused on: benefits program re-design, actuarial underwriting and risk management solutions, health and productivity, wellness and mental health strategies, absence and disability management, EFAP, worker compensation & disability claims audits, HR and total rewards solutions. The Operating Shareholders have extensive client relationships and client references on a national basis, including federal government, provincial government, several of Canada’s largest municipalities and a number of Canada’s major corporations and associations. Additionally, the Operating shareholders have extensive public speaking experience and have published numerous articles on Employee Benefits topics. SEBCON will provide SEB’s benefits division with the industry knowledge and expertise along with references, to help organizations optimize their benefits and healthcare program management.
This expertise and knowledge is a critical ingredient in providing full service and end-to-end benefit solutions for corporate and government clients.
John McKimm, President/CEO/CIO of SEB states: “We are very fortunate to have as part of our Benefits Division, industry thought leaders and practitioners such as Mr. Ricciuti, Ms. Holden, Mr. Serafini and Ms. Routledge. Their distinguished reputation in the industry is highly regarded and they bring depth, expertise and client relationships, which are expected to significantly enhance SEB’s capability to deliver full service benefit solutions to Canadian clients. They also understand the value of technology as a game changer in addressing many of the issues in the benefits industry in Canada today. They see the SEB technology solutions having the functionality to address these issues, cost effectively and efficiently, where other industry solutions are significantly challenged. We have worked with Mr. Ricciuti and his colleagues for several months and are pleased to welcome them to the SEB Group.”
Joseph Ricciuti, President/CEO of SEBCON states: “We are attracted to SEB’s leading edge benefits and HR technology solutions. In today’s consumer driven benefits market place and changing HR environments, technology is what enables point of mind decisions and the opportunity to access and analyze real time data to help make wise choices and enhance the value of the work experience. In my 35 years in the insurance and benefits industry, SEB’s combined administration and adjudication platform is beyond any system I have seen. The administration environment is modular but fully integrated and their rules capability allows all benefit types to be adjudicated in the same environment, unlike the distinct environment approach for each benefit type that characterizes the industry today. In addition, SEB has a fully automated “Health and Wellness” platform rich in specialized content and complete with a fully integrated rewards platform which provides detailed information to individuals and aggregated information to organizations. SEB’s recent announcement on the acquisition of 50% of Banyan Health Systems further provides a number of Disability Management software solutions and expertise, including a rehabilitative and back to work infrastructure, on a national basis. The SEBCON team believes the SEB benefits, and health and wellness technology platforms are major competitive advantages in furthering the growth of our consulting practice. SEBCON is now in a very strong position to provide clients with the most comprehensive automated and customizable benefit solutions in the industry, all in one integrated technology environment; and this should bode well for the growth of our business.”
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.