Co-Operators completes acquisition of SEB Inc.

Acquisition set to enhance Co-operators insurance capabilities to Group Benefits clients

TORONTO, ON – March 1, 2023 – Co-operators Financial Services Limited (“Co-operators”), a wholly owned subsidiary of The Co-operators Group Limited, and Smart Employee Benefits Inc. (TSXV: SEB) (OTCQB: SEBFF) (“SEB”) are pleased to announce that they have completed the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Transaction”).

Pursuant to the Transaction, Co-operators acquired, indirectly through its wholly owned subsidiary 1000391399 Ontario Inc. (the “Purchaser”), all of the issued and outstanding common shares of SEB (“SEB Shares”), other than those already owned by the Purchaser, at a purchase price of $0.30 in cash per SEB Share (the “Purchase Price”).  The Transaction, which was announced on January 3, 2023, was approved by SEB shareholders at a special meeting held on February 21, 2023 and SEB obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Transaction on February 23, 2023.

Registered shareholders should send their completed and executed letters of transmittal and share certificates or DRS advices, as applicable, to the depositary, Computershare Investor Services Inc., as soon as possible in order to receive the consideration to which they are entitled in connection with the Transaction.  If SEB shareholders have any questions or require more information with regard to the procedures for submitting their SEB Shares, including with respect to completing the letter of transmittal, they may contact Computershare Investor Services Inc. by telephone at 1-800-564-6253 (toll free in North America) or at 1-514-982-7555.

As a result of the Transaction, the SEB Shares will be delisted from the TSX Venture Exchange. It is also expected that the SEB Shares will be withdrawn from being quoted for trading on the OTCQB concurrently or shortly thereafter, and that SEB will apply to cease to be a reporting issuer in all of the provinces of Canada in which it is a reporting issuer.

About Co-operators

The Co-operators Group Limited (together with its subsidiaries, “Co-operators Group”) 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. Co-operators Group has more than $58.2 billion in assets under administration. Co-operators Group has been providing trusted guidance to Canadians since 1945 and is well known for its community involvement and its commitment to sustainability. Achieving carbon neutral equivalency in 2020, Co-operators Group is committed to net-zero emissions in its operations and investments by 2040, and 2050, respectively. Co-operators Group is also ranked a Corporate Knights’ Best 50 Corporate Citizens in Canada. For more information, please visit: www.cooperators.ca.

Media Contact: media@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, please visit:  www.seb-inc.com

Media and Investor Contact:

 Advisors 

Fasken Martineau Dumoulin LLP acted as legal counsel to Co-operators and TD Securities Inc. acted as Co-operators’ financial advisor. Harris + Harris LLP acted as legal counsel to SEB and  Echelon Wealth Partners Inc. acted as SEB’s financial advisor. 

Early Warning Information

This press release is also being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the Transaction. Immediately before completion of the Transaction, Co-operators beneficially owned and controlled (i) 3,555,467 SEB Shares, representing approximately 2.03% of the issued and outstanding SEB Shares immediately prior to the Transaction and (ii) two senior secured convertible debentures of SEB with an aggregate principal amount of $25 million (collectively, the “Debentures”), convertible at the option of Co-operators, at any time, into 100,000,000 SEB Shares at a conversion price of $0.25 per SEB Share . Assuming full conversion of the Debentures, Co-operators would beneficially own and control approximately 103,555,467 SEB Shares, representing approximately 37.6% of the issued and outstanding SEB Shares and approximately 34.9% of the SEB Shares on a fully diluted basis (which includes all options that are in-the-money at the Purchase Price), in each case, immediately prior to the Transaction. Pursuant to the Transaction, Co-operators acquired, indirectly through the Purchaser, approximately 171,868,090 SEB Shares, representing 97.97% of the issued and outstanding SEB Shares. Immediately after completion of the Transaction, Co-operators beneficially owned and controlled 100% of the issued and outstanding SEB Shares. An early warning report will be filed by Co-operators in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Co-operators upon request by contacting Alec Blundell, Executive Vice-President and Chief Operating Officer, Co-operators Life Insurance Company and President and Chief Operating Officer, CUMIS at 306-347-6218 ext. 606218. The head office of Co-operators is located at 130 Macdonell Street, Guelph, Ontario N1H 6P8.

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: the delisting of the SEB Shares from the TSX Venture Exchange 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.

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 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.

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