Smart Employee Benefits Inc.
TSX VENTURE : SEB

Smart Employee Benefits Inc.

October 01, 2015 10:52 ET

SEB Terminates Convertible Debt Financing Due to Market Conditions

Alternate Financing Options in Process

MISSISSAUGA, ONTARIO--(Marketwired - Oct. 1, 2015) - Smart Employee Benefits Inc. ("SEB" or the "Company") (TSX VENTURE:SEB) advises that, further to its news release dated September 16, 2015, it has terminated the proposed private placement of convertible debentures of the Company. Pursuant to discussions with its underwriters, SEB concluded that the current capital markets environment is not conducive to source its financing needs without encountering significant dilution.

The closing of the proposed acquisition of Maplesoft Group Inc. ("Maplesoft"), as described in a press release dated June 11, 2015, has been deferred to on/or before October 31, 2015. Financing of the Maplesoft acquisition will be a combination of debt and equity. Agreement on the Maplesoft debt portion has been obtained, and documentation is expected to be completed by mid-October, 2015. Approximately $3.5 million of SEB shares will be issued, including $2.0 million issued to Maplesoft Shareholders and $1.5 million to private placement investors including both management and strategic investors.

Maplesoft is expected to increase the consolidated annual revenue of SEB by over $45 million, and contribute substantially to its overall profitability. On closing of the Maplesoft acquisition, SEB's annual consolidated sales are forecasted to exceed $110 million. Maplesoft will provide SEB with 18 multi-million dollar client references, including 5 references with contract values of over $10 million each. While significantly enhancing SEB's relationships with the Federal Government, Maplesoft is also expected to expand SEB's presence in Ottawa and will extend the Company's national geographic footprint to Calgary and Montreal.

About SEB:

SEB's global infrastructure is comprised of two divisions: Technology and Benefits. The Technology Division currently serves corporate and government clients across Canada and internationally. The Benefits Division focuses on SaaS and BPO solutions in the Personal Health Sector and delivers its offerings to corporate and government clientele. The Technology Division is a critical competitive advantage in supporting the implementation of SEB's benefits processing solutions into client environments obtained through acquisitions and RFP wins.

For further information about SEB, please visit www.seb-inc.com.

This news release contains certain forward-looking information and statements, including without limitation, statements pertaining to the completion of the proposed acquisition of Maplesoft and the future business plans of SEB. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com, as well as in the documents filed from time to time with the Canadian securities regulatory authorities by SEB. Actual results may differ materially. The Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the TSX Venture Exchange 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.

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