Smart Employee Benefits Inc. (“SEB”) (TSX VENTURE:SEB), is a technology company providing software, solutions and services with specialty practices including managing group benefit solutions and healthcare claims processing environments for corporate, government and non-profit clients. SEB’s Board of Directors approved a Memorandum of Agreement to acquire a 50% interest in the Inforica Group. Inforica Group will operate as an affiliate of SEB’s wholly owned subsidiary, QLogitek. Completion of the transaction is subject to final Closing documentation and applicable regulatory approval.

TRANSACTION TERMS:

SEB, for an undisclosed working capital investment will acquire a 50% interest in the Inforica Group. The Inforica Group includes the following entities:

• Inforica Inc. - is a Canadian System Integration business.
• Inforica Energy Solutions Inc. - is a Canadian Energy Software Solutions and Business Process Services business, with operations in Canada, India and Dubai, UAE. The India and Dubai operations are 100% owned subsidiaries.

SEB executives will become both Executive Officers and Directors of the various Inforica companies and will be active in many business initiatives and business strategy. SEB has the first right of refusal to acquire the 50% interest in the Inforica Group not owned by SEB. Inforica Group shareholders have a right to buy back half of SEB’s ownership of Inforica Inc. (only) within a 36 month period.

ABOUT INFORICA:

The Inforica Group is a Mississauga, Ontario based company that has been in operation for over a decade. Sales have historically fluctuated between $2.5 million and $5.0 million. The company has a history of profitability. During the past year, the Inforica Group has invested heavily in several business initiatives and has been looking for an investment partner that brings both capital and expertise to assist Inforica in taking advantage of these business opportunities. The Inforica Group and SEB Group have been working closely together for several months prior to finalizing the Investment by SEB. The key features of Inforica include:

• India outsourcing office (approximately 45 employees) with significant ability to scale and provide various services including software development and support, business process outsourcing, call center & telemarketing services, conducting business both locally in India, the Middle East and North America. India resources are also brought to Canada to work on select projects where skill sets are difficult to source in Canada.
• Dubai (free zone company) operations with extensive business relationships in the area. There are significant opportunities for providing technology to TPAs, Insurers, and hospitals. OMAN Insurance is the largest installation of SEB adjudication software (1.2 version). There are many potential applications of SEB’s software platform in the UAE and surrounding Middle East Region. The governments in that region mandate health benefits for all employees. Inforica has strong relationships with senior executives who are primarily responsible for many Insurer and TPA clients in the area.
• Software Vendor Partnerships that include valuable reseller, ISV, Systems Integrator partnerships that have been put in place and developed for the past decade. Following is a list of the key partnerships:
  • Microsoft: Inforica has a strong partnership with Microsoft that has grown over the past few years and covers the following Microsoft Gold & Silver Competencies – Business Intelligence, Customer Relationship Management, Application Development, Office 365 and Data Platform. Inforica also has an ISV Royalty agreement in place with Microsoft.
  • Interactive Intelligence: a Global provider of contact center automation, unified communications, and business process automation software and services for mid-size to large organizations.
  • TimeXtender: a Global provider of metadata driven and agile Data Warehousing and ETL software dedicated to the Microsoft SQL platform.
  • PNMSoft: provides Business Process Management Software solutions to businesses and organizations worldwide.

• Client Relationships are extensive. Inforica has many very strong client relationships.
• Energy Management Software and Business Process Solutions that help companies measure, analyze, manage and save on their energy consumption and costs. This comes with key client relationships, and is a strong strategic fit with QLogitek’s supply chain platform. The value of Inforica Energy is primarily a very profitable software and business process services arm with an excellent client list. Inforica’s software-as-a-service Energy Information Management solution runs on the Microsoft Azure Cloud and integrates seamlessly with multiple Sub-metering and Building Systems using a gateway developed by Inforica. The business process services are transaction based and are delivered in a cost effective, smart-sourced, onshore-offshore model using resources in Canada and India. This flexible infrastructure can easily be adapted to handle healthcare transactions. Capability within this infrastructure creates very cost effective solutions for supporting SEB healthcare clients.
• References for RFP submissions. References are critical to winning new business both with governments and in the corporate sector. Inforica Group have many key references which allows SEB, SOMOS and QLogitek to qualify for more bidding categories on federal and provincial government opportunities. SEB’s healthcare solutions have significant application within both provincial and federal governments where references are required to bid on the projects.
• Expanding QLogitek capabilities. Inforica adds significant depth and expertise to QLogitek and provides QLogitek the ability to scale and take on new projects without adding to the fixed cost structure. This allows QLogitek to enhance services to its existing client base and to provide cost effective new services.

EXECUTIVE COMMENTS:

States John McKimm, President/CEO/CIO of SEB, “We have worked for several months with the Inforica Group management team. The fit is excellent. The partners of Inforica have very strong technology skills and bring extensive business relationships, both domestic and international, that can significantly enhance business opportunities for SEB. The synergies between the companies cross every facet of SEB and Inforica operations. Upon Closing the transaction, the companies will also co-locate significant aspects of their business operations.”

States Rohan D’Souza and Mario Correia, Managing Directors of Inforica, “Inforica has extensive experience in healthcare and supply chain environments. We have very robust infrastructure both in Canada and India. The SEB Group of companies creates business opportunities that allow a more full utilization of the Inforica infrastructure. The market opportunities for Inforica include both the SEB Group’s internal operations and SEB Group clients. Additionally, the Executive Management of the SEB Group have extensive experience and success in building companies. Inforica has a number of very exciting initiatives where having this experience and expertise, together with being part of a larger group of companies, are expected to materially improve Inforica’s bid success ratio. We have worked closely with SEB Group management over the past few months and are excited about the opportunities together. We are very much looking forward to a positive working relationship and an even closer business relationship.”