お知らせ • Jan 05
1000391399 Ontario Inc entered into an arrangement agreement to acquire 97.9% stake in Smart Employee Benefits Inc. (TSXV:SEB) for CAD 51.6 million. 1000391399 Ontario Inc entered into an arrangement agreement to acquire 97.9% stake in Smart Employee Benefits Inc. (TSXV:SEB) for CAD 51.6 million on January 3, 2023. Under the terms of the transaction, 1000391399 a wholly-owned subsidiary of Co-operators Financial Services Limited (“CFSL”), will acquire 171,868,090 SEB shares representing approximately 97.9% of the current issued and outstanding SEB shares for CAD 0.3 per share. The aggregate purchase price will be funded CFSL's from current cash balance. Post the transaction, CFSL along with it's wholly-owned subsidiary 1000391399 will own 100% stake in SEB. SEB will pay a termination fee of CAD 4.5 million to CFSL in case SEB terminates the transaction. Following completion of the transaction, SEB will continue to operate as a stand-alone entity and SEB Shares will be delisted from the TSX Venture Exchange.
The transaction is subject to approval of 66.67% of votes cast by the SEB shareholders, approval of the Ontario Superior Court of Justice, approval of the TSX Venture Exchange and other closing conditions. SEB appointed a special committee of independent directors and based on the unanimous recommendation of the SEB Special Committee, Board of Directors of SEB have unanimously approved the transaction. The transaction has also been unanimously approved by the Board of Directors of CFSL. The directors and certain senior officers of SEB who collectively own approximately 24% voting interest in SEB have entered into voting support agreements. Transaction is expected to close in the first quarter of 2023. TD Securities Inc. acted as financial advisor and Fasken Martineau DuMoulin LLP acted as legal advisor to CFSL. Echelon Capital Markets acted as financial advisor to SEB and provided fairness opinion to SEB Special Committee and Board of Directors. WeirFoulds LLP acted as legal counsel to the SEB Special Committee. Reported Earnings • Nov 02
Third quarter 2022 earnings released Third quarter 2022 results: CA$0.013 loss per share. Revenue: CA$16.0m (up 3.4% from 3Q 2021). Net loss: CA$2.27m (loss widened 110% from 3Q 2021). Over the last 3 years on average, earnings per share has remained flat whereas the company’s share price has increased by 3% per year. Reported Earnings • Aug 03
Second quarter 2022 earnings released: CA$0.014 loss per share (vs CA$0.005 loss in 2Q 2021) Second quarter 2022 results: CA$0.014 loss per share (down from CA$0.005 loss in 2Q 2021). Revenue: CA$16.7m (up 3.8% from 2Q 2021). Net loss: CA$2.38m (loss widened 185% from 2Q 2021). Over the last 3 years on average, earnings per share has increased by 19% per year but the company’s share price has fallen by 20% per year, which means it is significantly lagging earnings. お知らせ • May 10
Smart Employee Benefits Inc. Announces Resignation of Alec Blundell from the Board of Directors Smart Employee Benefits Inc. announces the resignation of Alec Blundell from the Company’s Board of Directors effective May 9, 2022 so that he may focus his efforts on other professional duties. As a result of Mr. Blundell’s resignation, he will no longer be standing for election at the Company’s upcoming annual meeting of shareholders (the “Meeting”) on May 31, 2022. Reported Earnings • May 03
First quarter 2022 earnings: EPS and revenues miss analyst expectations First quarter 2022 results: CA$0.011 loss per share (down from CA$0.008 loss in 1Q 2021). Revenue: CA$16.0m (up 12% from 1Q 2021). Net loss: CA$1.84m (loss widened 36% from 1Q 2021). Revenue missed analyst estimates by 16%. Earnings per share (EPS) also missed analyst estimates by 300%. Over the last 3 years on average, earnings per share has increased by 39% per year but the company’s share price has fallen by 11% per year, which means it is significantly lagging earnings. Reported Earnings • Apr 02
Full year 2021 earnings: EPS exceeds analyst expectations while revenues lag behind Full year 2021 results: CA$0.031 loss per share (down from CA$0.022 loss in FY 2020). Revenue: CA$61.8m (up 1.9% from FY 2020). Net loss: CA$5.35m (loss widened 45% from FY 2020). Revenue missed analyst estimates by 16%. Earnings per share (EPS) exceeded analyst estimates by 300%. Over the last 3 years on average, earnings per share has increased by 49% per year but the company’s share price has fallen by 5% per year, which means it is significantly lagging earnings. お知らせ • Apr 01
Smart Employee Benefits Inc., Annual General Meeting, May 31, 2022 Smart Employee Benefits Inc., Annual General Meeting, May 31, 2022. お知らせ • Feb 24
Smart Employee Benefits Inc. announced that it expects to receive CAD 5 million in funding from Co-Operators Financial Services Limited Smart Employee Benefits Inc. (TSXV:SEB) announced that it has entered into agreement for a non-brokered private placement to issue convertible debenture for gross proceeds of CAD 5,000,000 on February 22, 2022. The transaction will include participation from returning investor Co-Operators Financial Services Limited. The debenture will have an interest rate of 12% per annum, paid semi-annually, paid quarterly in arrears on the last day of May, August, November and February of each year, with the principal payment due at the maturity date, being November 30, 2025. The principal amount of the debenture will be convertible into common shares at a conversion price of CAD 0.25 per share, representing approximately a 30% premium to the closing trading price of the shares based on the three day weighted average prior to the date that the price reservation form was filed with the TSX Venture Exchange. The debenture will be convertible at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the maturity date. In addition to consent from the company’s shareholders, completion of the financing is subject to approval of the TSX Venture Exchange and the execution of final definitive documentation. The Company is targeting to close the Financing on or around February 25, 2022. Completion of the Financing is subject to, among other things, approval of the TSXV, final definitive documentation and the consent of SEB’s operating credit facility lender. Reported Earnings • Nov 04
Third quarter 2021 earnings released: CA$0.006 loss per share (vs CA$0.006 loss in 3Q 2020) The company reported a soft third quarter result with increased losses and weaker control over costs, although revenues improved. Third quarter 2021 results: Revenue: CA$15.5m (up 5.5% from 3Q 2020). Net loss: CA$1.08m (loss widened 9.6% from 3Q 2020). Over the last 3 years on average, earnings per share has increased by 43% per year but the company’s share price has only increased by 2% per year, which means it is significantly lagging earnings growth. Reported Earnings • Aug 02
Second quarter 2021 earnings released: CA$0.005 loss per share (vs CA$0.006 loss in 2Q 2020) The company reported a solid second quarter result with reduced losses, improved revenues and improved control over expenses. Second quarter 2021 results: Revenue: CA$16.1m (up 4.0% from 2Q 2020). Net loss: CA$837.3k (loss narrowed 13% from 2Q 2020). Over the last 3 years on average, earnings per share has increased by 38% per year but the company’s share price has only increased by 18% per year, which means it is significantly lagging earnings growth. お知らせ • Jun 09
SEB Administrative Services Inc. Announces Addition of ContinYou GOLDEN Will Be Available to All SEB Groups and Members Under Administration SEB Administrative Services Inc. announced the addition of ContinYou GOLDEN, a digital retiree health benefits solution underwritten by The Co-operators that will be available to all SEB groups and members under administration. ContinYou GOLDEN provides health and dental coverage to retiring members and their families between the ages of 50 and 75. SEB's Digital Marketplace ("Marketplace") digitizes the end-to-end business processes, including ‘education, marketing, enrolment, application, underwriting, approval, policy issuance, premium collection, premium distribution, commission distribution and claims administration’. The Marketplace features multiple unique "Digital Insurance Stores" that provide an online footprint which can be customized per insurer and/or plan sponsor preference. It allows the purchase of any Voluntary Benefit in minutes, versus the days and weeks that are typical to purchasing an insurance product. SEB Marketplace can be offered standalone or integrated into other FlexPlus modules including the enrolment and administration modules. The Marketplace will be available to SEB clients and Channel Partners. ContinYou GOLDEN is offered as part of SEB Admin's FlexPlus suite of Voluntary Products and will be available to all SEB clients across Canada, at launch on June 15, 2021. When SEB clients make this voluntary product available to their retiring employees, they will be providing an enhanced fully automated digital user experience and real-time issuance of policies. Employees can easily transition from their group health and dental plan to an individual health and dental policy for continued coverage in retirement. SEB estimates, that over 15% of plan members currently being administered on SEB's FlexPlus environment are eligible for ContinYou GOLDEN. Reported Earnings • May 04
First quarter 2021 earnings released: CA$0.008 loss per share (vs CA$0.008 loss in 1Q 2020) The company reported a poor first quarter result with weaker revenues, weaker control over costs and no improvement to losses. First quarter 2021 results: Revenue: CA$14.3m (down 13% from 1Q 2020). Net loss: CA$1.36m (flat on 1Q 2020). Over the last 3 years on average, earnings per share has increased by 35% per year but the company’s share price has fallen by 3% per year, which means it is significantly lagging earnings. お知らせ • Apr 30
Smart Employee Benefits Inc. Provides Revenue Guidance for the Year 2021 Smart Employee Benefits Inc. provided revenue guidance for the year 2021. For the year, the company expects revenue growth. Reported Earnings • Apr 04
Full year 2020 earnings released: CA$0.022 loss per share (vs CA$0.029 loss in FY 2019) The company reported a decent full year result with reduced losses and improved control over expenses, although revenues were weaker. Full year 2020 results: Revenue: CA$60.6m (down 12% from FY 2019). Net loss: CA$3.68m (loss narrowed 22% from FY 2019). Over the last 3 years on average, earnings per share has increased by 32% per year but the company’s share price has fallen by 12% per year, which means it is significantly lagging earnings. お知らせ • Jan 02
Smart Employee Benefits Inc. Announces Executive and Board Changes Smart Employee Benefits Inc. announced the following updates: Board of Director and Chairman Changes – Chairman, Ronald Barbaro has resigned as Chairman and Director of the Company. Mr. Barbaro has been Chairman and Director from the early stages when SEB was founded. Philp Armstrong has assumed the role of Chairman of the Board –Mr. Armstrong has been a Director of the Company since May 2017. He has been a member and Chair of the Governance and Compensation Committee. Mr. Armstrong has also been a member of the Company’s Special Committee established to provide guidance to management during the process of finalizing the Company’s strategic investment from The Co-operators Group. Stephen Peacock Appointment as Vice Chairman of the Board – Mr. Peacock has been appointed as Vice Chairman of
the Board. Mr. Peacock has been a founding Director of SEB since the Company became public. He has been Chair of the Audit Committee and a member of other Board Committees including the Governance and Compensation Committee and the Special Committee in providing guidance to the strategic investment from The Co-operators Group. Mr. Peacock has a wealth of public market and merger and acquisition expertise. Mr. Peacock will remain Chair of the Audit Committee and a member of the Governance and Compensation Committee. Mr. Peacock is also a significant shareholder of SEB from the days SEB was founded. Mohamad El Chayah Appointment as Chief Operating Officer (“COO”)– The Company announced the appointment of Mr. El Chayah as COO of SEB. Mr. El Chayah will retain his position and responsibilities as President/CEO of the Benefits Division of the Company. His additional responsibilities as COO of SEB will include strategic and operational oversight of both the Technology Division and the Benefits Division. Mr. El Chayah joined SEB in May 2016 from Aon Hewitt. 