SEB Closes QLogitek Acquisition

SEB Closes QLogitek Acquisition 
TORONTO, ONTARIO -- (Marketwire) -- 02/07/13 -- Smart Employee
Benefits Inc. ("SEB") (TSX VENTURE:SEB), is a technology company
providing software, solutions and services specializing in "managing
group benefit solutions and healthcare claims processing
environments, managing human resource processes and requirements and
automating business processes" for corporate, government and
non-profit clients. SEB is pleased to announce it has received final
approval from the TSX Venture Exchange and has closed the acquisition
of Logitek Technology Ltd. ("QLogitek"). 
Mr. Latiq Qureshi, the principal of QLogitek, has joined the board of
directions of SEB. Mr. Qureshi is the founder of QLogitek. He has
been operating his own businesses since 1976. Mr. Qureshi has
extensive global business and technology experience throughout
Africa, the Far East, the Middle East, Europe and North America since
1969. He has extensive global business relationships and his
companies have achieved many prestigious awards for technology
innovation. Mr. Qureshi, personally, was also recognized by the
Government of Canada with the Queen Elizabeth II Golden Jubilee Medal
for his commitment, perseverance and support for community
leadership. 
PURCHASE TERMS: 
SEB issued, in satisfaction of the $2,009,452 purchase price,
6,698,173 SEB shares ("Shares") and 1,000,000 Share Purchase Warrants
("Warrants"). SEB and the Seller of QLogitek, Logitek Data Sciences
Ltd., agreed to a contractual escrow arrangement pursuant to which
one million Shares would be released on the closing and the balance
over a period of 30 months in various amounts at 6 month intervals.
The Warrants have a term of 42 months and an escalating exercise
price every 12 months of $0.45, $0.55 and $0.65 during the first
three years of the term and at $0.75 for the last six months of the
term. The Warrants contain performance vesting conditions during
their term equating to cumulative revenue and EBITDA targets of $15.0
million and $3.0 million, respectively. As part of the transaction
and in order to retire $651,858 of debt owing by QLogitek, SEB issued
a five year convertible note in the amount of $651,858 with an
annualized interest rate of 3% and an escalating conversion price of
$0.45, $0.55, $0.65, $0.70 and $0.75 from years one through five.  
ABOUT QLOGITEK: 
QLogitek is a leading B2B-EDI supply chain integration solutions
provider. B2B complexities surrounding planning, buying, making,
paying, moving, and selling are conveniently managed through the
company's suite of 10 products and services. This suite connects
enterprises with their trading partners to enable an array of supply
chain processes such as EDI exchange for supplier order fulfillment,
inbound management for distribution centre optimization, repair-order
tracking, scan-based trading, product lifecycle management and claims
management. The company offers an innovative cloud computing service
delivery model as well as a traditional on-premise model. 
20,000 trading partner organizations including manufacturers,
shippers, and distributors are mobilized by QLogitek across 170
countries for leading North American retail and consumer packaged
goods (CPG) enterprises. These enterprises include LCBO, Hudsons Bay
Company, Best Buy, LG Electronics and Rogers Communications, to
mention a few. QLogitek's 24x7 operations allow approximately 80,000
business users globally to conduct over 3.7 billion transactions
annually. 
Based in Toronto (Canada), the company has been a Microsoft Gold
Certified Partner since its inception in 1999. It was the first
Canadian partner to be designated a Microsoft Supply Chain Management
(SCM) "Go-To" Partner and, in 2001, was the sole recipient of
Microsoft's .NET award for being the first company to deliver
Microsoft's vision of 'technology-as-a-service' to a business
community. Since then it has gone on to receive national and
international awards and accolades. In 2011, QLogitek was 1 of 3
global finalists in the Application Integration category in the
Microsoft Worldwide Partner Awards. In this same year, it won
Microsoft Canada's IMPACT Award for being Canada's top application
integration solutions provider. Most recently, in 2012, QLogitek was
recognized by the Retail Council of Canada (RCC) as having delivered
Canada's top technology solution. QLogitek's customer LCBO deployed
its cloud-based Inbound Management System (IMS) for scheduling to
warehouses and its Suppler Order Management System (SOMS) for
purchase order automation to win this prestigious award. 
QLogitek will be operated as a subsidiary of SEB while maintaining
it's current brand and software/service/solutions offerings.
QLogitek's supply chain solutions and systems integration expertise
will significantly enhance SEB's health claims processing solutions
capability to its clients. For more information, please visit
www.qlogitek.com. 
ABOUT SEB:  
SEB is a technology company providing software, solutions and
services specializing in "managing group benefit solutions and
healthcare claims processing environments, managing Human Resource
processes and requirements and automating business processes" for
corporate, government and non-profit clients. Health Claims
Processing is a $56.0 billion industry, of which over $33.0 billion
is employee group benefit plans and over $23.0 billion of other
healthcare benefit claims (e.g.: workers compensation claims, travel
benefits, various federal and provincial government programs, dental
associations, drug associations, etc.). In the employee group
benefits industry, SEB operates a licensed Third Party Administrator
("TPA") and Insurance Broker utilizing its software platform to
provide "totally hosted PCI compliant supply chain solutions" for
managing the complete group benefits business processes between
insurers, clients, brokers, consultants, technology service providers
and healthcare service providers. In healthcare claims processing,
SEB also operates as a systems integrator utilizing its technology
platform together with other technologies to provide customized
solutions for highly specialized environments (e.g.: travel claims,
etc). The technology and expertise deployed in this area also allows
SEB to provide other related supply chain, systems integration and
human resource solutions and services to the same clients. For more
information, please visit www.seb-inc.ca. 
EXECUTIVE COMMENTS:  
John McKimm, President/CEO/CIO of SEB commented, "QLogitek is an
established company providing world-class supply chain software,
solutions and services to a number of Canada's leading companies who
sell products and services to consumers (both individual and
corporate) globally. SEB views 'health claims processing' as a supply
chain environment. The QLogitek supply chain software solutions and
PCI level one compliant hosting environment, combined with SEB's
leading rules based, fully integrated adjudication software platform
will give SEB the capability to provide health claims processing
clients with highly customized, fully integrated - administration,
billing, adjudication, claims paying, reporting - technology
environments which are very unique in the health claims processing
industry. The QLogitek acquisition enhances SEB's ability to offer
efficient and highly cost effective functionality, features, and
comprehensive services to this industry that are not readily
available in the Canadian marketplace today. Mr. Qureshi is a
technology visionary and has built and deployed many innovative
technology solutions for leading global companies and organizations.
Mr. Qureshi's experiences will add significantly to the Board of SEB,
particularly in the areas of technology vision, practical business
processes and thought leadership. We are pleased to welcome Mr.
Qureshi to the Board of Directors of SEB."  
Latiq Qureshi, Pres/CEO, QLogitek, commented, "Mr. McKimm and I have
been business associates for many years. We are very excited about
the SEB vision and see numerous applications for QLogitek technology
solutions in healthcare. QLogitek is a well established solutions
provider offering supply chain expertise and software. The 'health
claims processing' industry is a massive industry. QLogitek expertise
and software solutions, combined with the leading SEB technology
solutions (in adjudication and administration) and expertise is a
powerful combination in an industry where critical and core
functionality still operates on 25 year old mainframe environments.
Additionally, SEB management will bring opportunities and business
relationships to enlarge QLogitek's core supply chain software and
systems integration business. The fit between QLogitek and SEB
creates opportunities for both companies to further QLogitek supply
chain solutions into new marketplaces, particularly in healthcare.
QLogitek and SEB have been co-located for a number of months. We are
collaboratively engaged in joint technology development and a number
of joint client initiatives, including synergistic acquisitions.
There are many additional synergies that both companies will enjoy as
we move forward together in providing software, solutions and
services to our clients." 
Forward-Looking Statements  
This press release is intended for information purposes only.
Statements made in this press release may contain "forward looking"
information about the company's future business prospects. These
statements - while expressed in good faith and believed to have a
reasonable basis - are subject to risk and uncertainties that could
cause actual results to differ materially from those set forth or
implied by such forward looking statements. Investors should consult
a professional advisor before making any investment decision.  
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. 
Contacts:
Smart Employee Benefits Inc.
John McKimm
Chief Executive Officer
(416) 460-2817
john.mckimm@seb-inc.com 
Smart Employee Benefits Inc.
Shelly Frank
VP Marketing
(416) 637-3486
shelly.frank@seb-inc.com
www.seb-inc.ca