Toronto, ON (Jan 3, 2023) – Co-operators Financial Services Limited, a wholly owned subsidiary of The Co-operators Group Limited, and Smart Employee Benefits Inc.(TSXV: SEB) (OTCQB: SEBFF) has announced that they have entered into an arrangement agreement dated January 3, 2023 pursuant to which Co-operators will, indirectly through its wholly-owned subsidiary, acquire all of the issued and outstanding common shares of SEB by way of a statutory plan of arrangement under the Business Corporations Act (Ontario).Pursuant to the Arrangement Agreement, Co-operators will acquire all of the issued and outstanding SEB Shares, other than those already owned by Co-operators, at a purchase price of $0.30 in cash per SEB Share (the “Purchase Price”), representing a total equity value of approximately $89.1 million.

The Purchase Price represents a 76.5% premium to the closing price of SEB common shares on December 30, 2022, and an 80.9% premium to the 20-day volume weighted average closing price as of the end of trading on December 30, 2022.Co-operators will incur a cash outlay of approximately $55.5 million, representing the Equity Value less (i) the value of the Debentures (as defined below) and the SEB Shares held by Co-operators, collectively valued at approximately $31.1 million; and (ii) approximately $2.5 million from options proceeds.States Joan Ganas, Vice President of Group Benefits at Co-operators, “This is a really exciting opportunity for Co-operators, as employers and government bodies increase their benefits spending, we believe that SEB possesses the capabilities and track record to address new challenges and continue to deliver high-value solutions.

We are confident that SEB is well-positioned to expand its offerings to meet the needs of its clients.Their proven expertise in technology and their ability to fully integrate, customize, and manage solutions are perfectly aligned with the strategic direction of our current Group Benefits business model.” States John McKimm, President, Chief Executive Officer and Chief Information Officer of SEB, “We have a strong partner in Co-operators.This transaction will boost our innovation agenda, accelerate our growth, and unlock new value for our clients.

SEB executive management and employees are excited and committed to the next phase of our growth with Co-operators.We understand that Co-operators appreciates the core expertise of SEB in designing, implementing, automating and managing complex business processes and the value of our proprietary products, solutions and services portfolio.SEB is well positioned to execute the digital transformation initiatives across multiple industry sectors.” States Mohamad El Chayah, Chief Operating Officer of SEB and President, Chief Executive Officer of SEB Administrative Services Inc., “As we start this new chapter, we would like to express our heartfelt appreciation to our shareholders, customers, employees, and Board of Directors for their overwhelming support and confidence in SEB’s vision and mission.

SEB has built a tremendous reputation for its ability to innovate, deliver and execute large and complex projects.We have been strategic partners with Co-operators since 2019 and together we will continue to re-imagine and develop innovative products and solutions for our clients.” Special Committee and Board Approval SEB appointed a special committee of independent directors to consider the Transaction, as well as other alternatives available to SEB, and to make a recommendation with respect to the Transaction.Based on the unanimous recommendation of the SEB Special Committee, and after consultation with its outside financial and legal advisors, the board of directors of SEB (with interested directors abstaining) unanimously determined that the Transaction is in the best interest of SEB and fair to the SEB Shareholders (other than Co-operators and its affiliates) and approved the Arrangement Agreement.

The SEB Board of Directors intends to recommend that SEB Shareholders vote in favour of the Transaction.In making their respective determinations, the SEB Special Committee and the SEB Board of Directors considered, among other factors, the fairness opinion received from Echelon Capital Markets (a division of Echelon Wealth Partners Inc.) which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out in such opinion, and such other matters as Echelon considered relevant, the Purchase Price to be received pursuant to the Transaction is fair, from a financial point of view, to the SEB Shareholders (other than Co-operators and its affiliates).The Transaction has also been unanimously approved by the board of directors of Co-operators.

For additional transaction details and disclaimers, refer to the original press release.  About Co-operators Co-operators is a leading Canadian financial services co-operative, offering multi-line insurance and investment products, services, and personalized advice to help Canadians build their financial strength and security.The company has more than $61.5 billion in assets under administration.

Co-operators has been providing trusted guidance to Canadians for the past 76 years.The organization is well known for its community involvement and its commitment to sustainability.Achieving carbon neutral equivalency in 2020, the organization is committed to net-zero emissions in its operations and investments by 2040, and 2050, respectively.

Co-operators is also ranked as a Corporate Knights’ Best 50 Corporate Citizen in Canada and is listed among the Best Employers in Canada by Kincentric (formerly Aon).For more information, visit www.cooperators.ca.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, visit www.seb-inc.com.Tags: Acquisition, Co-operators, InsurTech