Smart Employee Benefits Inc. (TSXV: SEB) (OTCQB: SEBFF) (“SEB” or the “Company”) is pleased to announce that shareholders of the Company (“Shareholders”) approved the previously announced plan of arrangement (the “Transaction”) with Co-operators Financial Services Limited (the “Parent”) and its wholly-owned subsidiary 1000391399 Ontario Inc. (together with the Parent, “Co-operators”), at a special meeting of Shareholders held today for that purpose. 

Pursuant to the Transaction, Co-operators will acquire all the issued and outstanding common shares of the Company (“Common Shares”), other than the Common Shares already held by Co-operators, by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). Each Shareholder will receive cash consideration of $0.30 for each Common Share held upon the closing of the Transaction. 

The detailed voting results regarding approval of the special resolution in connection with the Transaction are as follows. A total of 121,029,325 votes were cast by holders of Common Shares, representing 68.99% of the total issued and outstanding Common Shares. Of those votes cast: (i) 121,026,325 Common Shares, representing 99.998%, were voted in favour of the Transaction; and (ii) of the votes cast by Shareholders other than persons whose votes were excluded in accordance with Multilateral Instrument 61-101: Protection of Minority Security Holders in Special Transactions, 82,425,545 Common Shares, representing 99.996%, were voted in favour of the Transaction. 

SEB intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the Transaction at a hearing expected to be held on February 23, 2023. Subject to obtaining all required approvals and satisfying all required conditions, the Transaction is expected to close on or about March 1, 2023. 

Following closing of the Transaction, the Common Shares will be de-listed from the TSX Venture Exchange (the “TSXV”) and will no longer be available for trading on the TSXV or the OTCQB.

About SEB

SEB is an Insurtech company focused on Benefits Administration Technology driving two interrelated revenue streams – Benefits Solutions and Technology Services. SEB is a proven provider of leading-edge IT and benefits processing software, solutions and services for the life and group benefits marketplace and government. SEB designs, customizes, builds and manages mission critical, end-to-end technology, people and infrastructure solutions using SEB’s proprietary technologies and expertise and partner technologies. SEB manages mission critical business processes for over 150 blue chip and government accounts, nationally and globally. Over 90% of SEB’s revenue and contracts are multi-year recurring revenue streams contracts related to government, insurance, healthcare, benefits and e-commerce. SEB’s solutions are supported nationally and globally by over 600 multi-certified technical professionals in a multi-lingual infrastructure, from multiple offices across Canada and globally. 

SEB’s solutions include both software and services driven ecosystems including multiple SaaS solutions, cloud solutions & services, managed services offering smart sourcing (near shore/offshore), managed security services, custom software development and support, professional services, deep systems integration expertise and multiple specialty practice areas including AI, CRM, BI, portals, EDI, e-commerce, digital transformation, analytics, project management to mention a few. SEB has more than 20 strategic partnerships/relationships with leading global and regional technology and consulting organizations. 

For more information, please visit:  www.seb-inc.com

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Cautionary Note Regarding Forward‐Looking Information 

Certain information in this news release constitutes “forward‐looking information” within the meaning of applicable Canadian securities laws. All forward‐looking information in this news release is expressly qualified by this cautionary statement. Any information or statements that are contained in this news release that are not statements of historical fact may be deemed to be forward‐looking information, including, but not limited to, statements in this news release with regards to: statements relating to the Transaction and the expected terms, timing and closing of the Transaction including, receipt of the final order from the Ontario Superior Court of Justice (Commercial List)  and satisfaction of other customary closing conditions; the acquisition by Co-operators, indirectly through its wholly-owned subsidiary, of all of the issued and outstanding SEB Common Shares; and the delisting of the Common Shares from the TSXV and withdrawal from the OTCQB.  SEB uses words such as “will”, “plan”, “may”, “expect”, “intend”, “believe”, “would”, “should”, “could”, “anticipate”, “estimate”, “future”, “enable”, “potential”, “contemplate” and the negative of these terms or similar expressions to identify forward‐looking information, although not all forward‐looking information contains these identifying words. Various assumptions were used in drawing the conclusions contained in forward‐looking information throughout this news release. Forward‐looking information reflects current beliefs of management of SEB with respect to future events and are based on information currently available to management including based on reasonable assumptions, estimates, internal and external analysis and opinions of management considering their experience, perception of trends, current conditions and expected developments as well as other factors that each respective management believes to be relevant as at the date such statements are made.

With respect to the forward-looking information contained in this news release, SEB has made assumptions regarding, among other things: that the Transaction will be completed on the terms contemplated by the arrangement agreement relating to the plan of arrangement; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, stock exchange and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; and other expectations and assumptions concerning the Transaction. Although SEB believes that the expectations reflected in the forward-looking information contained in this news release, and the assumptions on which such forward-looking information is made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions, or expectations upon which the forward-looking information is based will occur. 

Forward‐looking information involves significant known and unknown risks and uncertainties. Many factors could cause actual results, performance, or achievement to be materially different from any forward‐looking information. Factors that may cause such differences include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to employee retention; the possibility of litigation relating to the Transaction; risks related to the diversion of management time and attention; unanticipated difficulties or expenditures relating to the Transaction; and other factors beyond the control of SEB which could have a material adverse effect on SEB or its ability to consummate the Transaction. Readers are cautioned that the forgoing lists of factors are not exhaustive.

For a more detailed discussion of risks and other factors that could affect SEB’s business, operations and financial results, see SEB’s management information circular dated January 18, 2023, SEB’s interim management discussion and analysis for the three and nine months ended August 31, 2022, and annual management discussion and analysis for the year ended November 30, 2021, filed with the Canadian securities regulatory authorities and available on SEDAR. Forward‐looking information included in this news release is made as of the date of this news release and SEB does not undertake any obligation to publicly update such forward‐looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws. 

This news release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Transaction and the terms and conditions thereof. 

Neither TSX Venture Exchange Inc. 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.

All figures are in Canadian dollars unless otherwise stated.