Symbility Solutions Inc.(R), a wholly-owned subsidiary of Automated Benefits
Corp.(R) (TSX VENTURE:AUT), and Marshall & Swift/Boeckh, a wholly-owned
subsidiary of Decision Insight Information Group, today announced that they have
entered into a definitive arm's length agreement under which Symbility will
acquire MSB's claims division (the "Acquisition") in exchange for the issuance
to Decision Insight of such number of common shares of Automated Benefits
("Common Shares") as is equal to 30 percent of the Common Shares issued and
outstanding immediately following such issuance, after adjusting for issued and
outstanding options to acquire Common Shares ("Options").
Based upon the number of Common Shares and Options issued and outstanding on
January 24, 2012, and the weighted-average trading price of the Common Shares on
the TSX Venture Exchange ("TSX-V") for the 10 trading days ended January 24,
2012, the Acquisition would result in the issuance to MSB and/or certain of its
affiliates of 51,982,216 Common Shares, having a value of approximately C$16.8
million. The actual number of Common Shares issuable to MSB and/or certain of
its affiliates pursuant to the Acquisition is subject to change and will be
based upon the number of Common Shares and Options issued and outstanding, as
well as upon the trailing 10-day weighted-average trading price of the Common
Shares on the TSX-V, as at closing of the transaction ("Closing").
In addition, in connection with the Acquisition, Decision Insight has agreed to
purchase by way of private placement at a price of $0.27 per Common Share (the
"Private Placement") a further number of Common Shares equal to 3.29% of the
Common Shares issued and outstanding immediately following the issuance of
Common Shares to Decision Insight pursuant to both the Acquisition and the
Private Placement, after adjusting for issued and outstanding Options. Following
completion of the Acquisition and the Private Placement Decision Insight will
become the largest shareholder of Automated Benefits, with 33.29 percent of the
Common Shares, including Common Shares issuable upon the exercise of Options.
Based upon the number of Common Shares and Options issued and outstanding on
January 24, 2012, and the weighted-average trading price of the Common Shares on
the TSX-V for the 10 trading days ended January 24, 2012, the Private Placement
would result in the issuance to MSB and/or certain of its affiliates of an
additional 7,124,450 Common Shares for gross proceeds to Automated Benefits of
approximately C$1.9 million. The actual number of Common Shares issuable to MSB
and/or certain of its affiliates pursuant to the Private Placement is subject to
change and will be based upon the number of Common Shares and Options issued and
outstanding, as well as upon the trailing 10-day weighted-average trading price
of the Common Shares on the TSX-V, as at Closing.
"Bringing together Symbility's leadership in workflow and property estimating
technologies with MSB's 80 years of expertise in property cost data and
analytics under a single corporate structure will allow us to leverage the
specific strengths of each company to offer the market a new choice," announced
James Swayze, Chief Executive Officer, Symbility Solutions. "We are extremely
excited to be adding a team of claims industry professionals with decades of
experience and subject matter expertise. Current and prospective customers will
benefit from a customer-centric software organization that delivers flexible
solutions to provide their policyholders a better claims experience. We believe
that shareholders of Automated Benefits will also gain from top-line and
bottom-line growth that we expect the transaction to generate. MSB and Automated
Benefits estimate that current run rate annualized revenue from the MSB claims
division is approximately $8 million and that the division is profitable
(excluding discontinued software development costs) at this time."
"Joining forces with Symbility will accelerate our growth in the claims market
and complement our underwriting franchise," stated Chris Cartwright, Chief
Executive Officer, MSB and Decision Insight Information Group. "The integration
of MSB's data solutions with Symbility's technology solutions supports our
strategy to be the premier enterprise information, analytics and workflow
provider for property insurers. We believe this innovative, market-driven
solution will provide the best option for property insurers to manage their
operations effectively."
"TPG is excited about this strategic transaction," added Nehal Raj of TPG. "We
look forward to working with the management team as board members and long-term
shareholders of the company."
Additional Details for Investors
The transaction, including approval of Decision Insight as a new control person
of Automated Benefits, must be approved by shareholders of Automated Benefits at
a special meeting of shareholders to be called and held to consider the
transaction. Closing of the transaction is expected to occur in April 2012,
subject to customary closing conditions and required regulatory approvals.
Investors can find more detail on the transaction here and in the addendum
attached to the back of this press release.
About Marshall & Swift/Boeckh (MSB) and Decision Insight Information Group
Marshall & Swift / Boeckh (MSB) is the creator of total component data for
property valuation and the leading provider of building cost estimating, book of
business management, and rule-based claims estimating and analytics solutions
for property insurance companies. Over eight decades, MSB has consistently
delivered innovative solutions, analyzing our customer's property operations and
providing insight and assistance to improve their business results. MSB is a
Decision Insight Information Group company.
Decision Insight Information Group, located in the U.S., Canada and Europe,
delivers a comprehensive range of information, infrastructure and decision
support products and services for financial and legal professionals. Operating
at the heart of the property industry, Decision Insight Information Group
manages complex information solutions and provides clarity on decision making
for buying, selling, conveyancing, financing and insurance. Decision Insight
companies include MSB and DataQuick in the U.S., Access Point Information
Canada, SearchFlow, xit2 and Decision Insight Hub in the UK, Millar & Bryce in
Scotland, Rochford Brady Group in the Republic of Ireland, and Wertweiser, a
joint venture with HVB Bank, in Germany. Decision Insight has 1,100 employees in
16 offices. Decision Insight is a portfolio company of TPG Capital.
About Automated Benefits Corp.
Automated Benefits Corp.(R) (TSX VENTURE:AUT) is a progressive software company
dedicated to developing applications for the insurance industry in North America
and Europe. The organization currently has two platforms: Symbility(R) and
Adjudicare(R).
Symbility Solutions provides powerful, accurate and easy-to-use claims
processing and estimating software solutions for Property & Casualty Insurers.
Our collaborative workflow management, mobile estimating and claims triage
solutions allow insurers to reduce costs while delivering a market leading
claims experience.
Adjudicare is an advanced, practical software solution used by a network of
Employee Benefits Brokers and Third Party Administrator partners across Canada
in the adjudication of health and dental claims. Adjudicare's rules-based engine
and leading-edge features ensure that claims are precisely adjudicated and paid
in real-time, giving our partners' customers optimum flexibility, along with
transparent disclosure on the benefit plan's financial performance.
Forward-Looking Statements Advisory
Certain information included in this press release and in the addendum attached
to this press release constitutes forward-looking statements and information and
future-oriented financial information under applicable securities legislation
and is provided for the purpose of expressing management's current expectations
and plans for the future. Readers are cautioned that reliance on such
information may not be appropriate for other purposes, such as making investment
decisions.
More particularly, this press release and the addendum attached to this press
release contain statements concerning the anticipated Closing of the transaction
described in this press release and in the addendum attached to this press
release, as well as Automated Benefits' and Symbility's anticipated: business
development strategy, sales, revenue, income and revenue and income growth. The
forward-looking statements are based on a number of key expectations and
assumptions made by Automated Benefits and Symbility, including expectations and
assumptions concerning receipt of TSX-V and shareholder approval of the
transaction and the satisfaction of all conditions precedent to the transaction,
target market acceptance of Automated Benefits' and Symbility's products,
current and new product performance, and evolving markets for their products.
Although Automated Benefits believes that the expectations and assumptions used
to develop the forward-looking statements are reasonable, undue reliance should
not be placed on the forwardlooking statements because Automated Benefits can
give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, by their
very nature they involve numerous risks and uncertainties that contribute to the
possibility that the projections and forecasts in the forward-looking statements
will not occur and that actual performance or results could differ materially
from those anticipated in the forward-looking statements. These risks and
uncertainties include, but are not limited to, the risks associated with failure
by TSX-V or shareholders to approve the transaction or failure of any other
condition precedent to the transaction being satisfied, risks associated with
integrating the MSB Claims business into Automated Benefits' other businesses,
uncertainty as to product development milestones being met, product performance
risks, competition for capital and market share, uncertainty as to target
markets, uncertainty as to patent and proprietary rights, availability and
retention of management and key personnel, uncertainties relating to potential
delays or changes in plans with respect to product development or capital
expenditures, and the ability of Automated Benefits to access sufficient capital
on acceptable terms. This is not an exhaustive list and additional information
on these risks and other factors that could affect Automated Benefits' and
Symbility's operations and financial results are included in reports on file
with the Canadian securities regulatory authorities and can be accessed through
the SEDAR website at www.sedar.com.
The forward-looking statements contained in this press release and in the
addendum attached to this press release are made as of the date hereof and
Automated Benefits undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws. Additionally, Automated Benefits undertakes no obligation to
comment on the expectations of, or statements made by, third parties about
Automated Benefits.
All trade names are the property of their respective owners.
Detail on the transaction is provided below for investors. Investors also can
contact G. Scott Paterson at spaterson@automatedbenefts.com or 416.368.6464.
SYMBILITY AND MARSHALL & SWIFT/BOECKH JOIN FORCES TO CREATE A BEST-OF-BREED
SOLUTION FOR THE PROPERTY CLAIMS INDUSTRY
Information on the Agreement Symbility Solutions AND MARSHALL & Swift/Boeckh
Agreement
Symbility Solutions Inc.(R), a wholly owned subsidiary of Automated Benefits
Corp.(R) (TSX VENTURE:AUT), and Marshall & Swift/Boeckh (MSB) today announced
that they have entered into a definitive agreement under which Symbility will
acquire MSB's Claims Division (the "Acquisition") in exchange for the issuance
to MSB's parent company, Decision Insight Information Group, of such number of
common shares of Automated Benefits ("Common Shares") as is equal to 30% of the
Common Shares issued and outstanding immediately following such issuance, after
adjusting for issued and outstanding options to acquire Common Shares
("Options").
Based upon the number of Common Shares and Options issued and outstanding on
January 24, 2012, and the weighted-average trading price of the Common Shares on
the TSX Venture Exchange ("TSX-V") for the 10 trading days ended January 24,
2012, the Acquisition would result in the issuance to MSB and/or certain of its
affiliates of 51,982,216 Common Shares, having a value of approximately C$16.8
million. The actual number of Common Shares issuable to MSB and/or certain of
its affiliates pursuant to the Acquisition is subject to change and will be
based upon the number of Common Shares and Options issued and outstanding, as
well as upon the trailing 10-day weighted-average trading price of the Common
Shares on the TSX-V, as at closing of the transaction ("Closing").
In addition, in connection with the Acquisition, Decision Insight has agreed to
purchase by way of private placement at a price of $0.27 per Common Share (the
"Private Placement") a further number of Common Shares equal to 3.29% of the
Common Shares issued and outstanding immediately following the issuance of
Common Shares to Decision Insight pursuant to both the Acquisition and the
Private Placement, after adjusting for issued and outstanding Options. Following
completion of the Acquisition and the Private Placement Decision Insight will
become the largest shareholder of Automated Benefits, with 33.29 percent of the
Common Shares, including Common Shares issuable upon the exercise of Options.
Based upon the number of Common Shares and Options issued and outstanding on
January 24, 2012, and the weighted-average trading price of the Common Shares on
the TSX-V for the 10 trading days ended January 24, 2012, the Private Placement
would result in the issuance to MSB and/or certain of its affiliates of an
additional 7,124,450 Common Shares for gross proceeds to Automated Benefits of
approximately C$1.9 million. The actual number of Common Shares issuable to MSB
and/or certain of its affiliates pursuant to the Private Placement is subject to
change and will be based upon the number of Common Shares and Options issued and
outstanding, as well as upon the trailing 10-day weighted-average trading price
of the Common Shares on the TSX-V, as at Closing.
The proceeds of the Private Placement will principally be used to fund a cash
dividend in the amount of $0.01 per Common Share, which will be declared and
paid by Automated Benefits no later than 30 days following Closing to the
holders of record of Common Shares as of a date to be fixed by the board of
directors of Automated Benefits, which date will be no more than 30 days and no
less than one day prior to the date of Closing. The balance of proceeds of the
Private Placement after payment of such dividend, if any, will be used by
Automated Benefits for general corporate purposes.
As part of the transaction, MSB and Symbility will also enter into a Data
License Agreement, pursuant to which (i) MSB will grant a license to Symbility
and certain of its subsidiaries in respect of the MSB North American Partial
Loss Estimating Database (as well as any variations and/or other versions
thereof developed in the future), which has previously been provided to
Symbility under a separate arrangement and (ii) Symbility and certain of its
subsidiaries will grant a license to MSB in respect of claims data generated by
Symbility and such subsidiaries.
Automated Benefits has also agreed, subject to the approval of its shareholders,
to increase the number of directors that will comprise its board of directors to
nine persons and to provide MSB and/or certain of its affiliates with certain
rights of representation on the boards of directors and each committee of the
boards of directors of Automated Benefits, Symbility and each subsidiary of
Symbility. In this regard, MSB and/or certain of its affiliates, Symbility,
Automated Benefits and certain management shareholders of Automated Benefits
have entered into a securityholders' agreement (the "Securityholders'
Agreement"), pursuant to which they have agreed, for a period of up to five
years, to vote together in supporting any slate of directors nominated by
management of Automated Benefits (the "Management Nominees"). Assuming a board
comprised of nine directors, for so long as MSB and its affiliates own greater
than 20% of the outstanding Common Shares, the Management Nominees will include
three persons proposed by MSB and/or certain of its affiliates and for so long
as MSB and its affiliates own between 10% and 20% of the outstanding Common
Shares, the Management Nominees will include 2 persons proposed by MSB and/or
certain of its affiliates. The Securityholders' Agreement also provides that MSB
and/or certain of its affiliates will be entitled, for a period of up to five
years, to similar representation on the boards of directors of Symbility and
each subsidiary of Symbility, and to one third of the total number of directors
on each committee of the boards of directors of Automated Benefits, Symbility
and each subsidiary of Symbility. MSB and/or certain of its affiliates will have
no right to propose any Management Nominees, and no right to representation on
the boards of directors or any committees of the boards of Automated Benefits,
Symbility or any subsidiary of Symbility, if the shareholdings of MSB and its
affiliates in Automated Benefits fall below 10% of the issued and outstanding
Common Shares.
The Securityholders' Agreement also will contain restrictions prohibiting MSB
and its affiliates, subject to certain limited exceptions, from making a tender
offer or takeover bid for Common Shares or other securities of Automated
Benefits, participating in a solicitation of proxies in respect of the voting of
any securities of Automated Benefits, or otherwise acquiring additional Common
Shares or other securities of Automated Benefits. Notwithstanding the foregoing,
subject to applicable securities laws, MSB and its affiliates will be permitted
by the terms of the Securityholders' Agreement to increase their holdings in
Common Shares up to such number of Common Shares as is equal to but not greater
than 40% of the outstanding Common Shares, provided that MSB and its affiliates
will either (A) not vote more than 33.29% of the total number of Common Shares
outstanding as of the record date of any applicable vote or (B) vote any Common
Shares in excess of 33.29% of the total number of Common Shares outstanding as
of the record date of any applicable vote in proportion to the votes cast by all
shareholders.
The parties have also agreed that, subject to TSX-V acceptance, Automated
Benefits will adopt a Restricted Share Unit Plan, effective as at Closing,
pursuant to which up to 2.5% of the Common Shares outstanding immediately
following Closing of the transaction will be issued in trust for the benefit of
certain management employees and directors of Automated Benefits, subject to the
satisfaction of certain vesting criteria relating, among other things, to
successful integration of the MSB Claims Division with Automated Benefits' other
businesses and to the achievement of other specific performance targets to be
agreed upon by the parties.
The transaction, including approval of Decision Insight as a new control person
of Automated Benefits, must be approved by shareholders of Automated Benefits at
a special meeting of shareholders to be called and held to consider the
transaction. In that regard, certain senior officers and directors of Automated
Benefits, who collectively hold 23,989,360 Common Shares, representing
approximately 20.3% of the outstanding Common Shares, have entered into Voting
and Support Agreements with MSB and Decision Insight, pursuant to which they
have agreed to vote their Common Shares in favour of approval of the
transaction. In addition, the board of directors of Automated Benefits has
determined to recommend to shareholders that they approve the transaction by
voting their Common Shares in favor of the transaction.
Closing of the transaction is expected to occur in April, 2012, subject to
customary closing conditions, including approval of the Transaction by
shareholders of Automated Benefits at a special meeting of shareholders to be
called and held to consider the transaction, approval of the TSX-V and receipt
of any other required regulatory approvals.
Further information regarding the transaction, including full details in respect
of the matters summarized above, will be contained in a management information
circular that Automated Benefits will prepare and mail to all holders of Common
Shares in connection with the special meeting of shareholders to be held to
approve the transaction. It is expected that these materials will be mailed in
March 2012 for a meeting to be held in April 2012. Once mailed, the management
information circular will also be available on SEDAR at www.sedar.com. All
shareholders are urged to read the management information circular carefully and
in its entirety once it becomes available since it will contain additional
important information concerning the Transaction.
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