Pursuant to the Transaction, Co-operators will acquire all the issued and outstanding common shares of the Company (“Common Shares”), other than the Common Shares already held by Co-operators, by way of a statutory plan of arrangement under the Business Corporations Act (
The detailed voting results regarding approval of the special resolution in connection with the Transaction are as follows. A total of 121,029,325 votes were cast by holders of Common Shares, representing 68.99% of the total issued and outstanding Common Shares. Of those votes cast: (i) 121,026,325 Common Shares, representing 99.998%, were voted in favour of the Transaction; and (ii) of the votes cast by Shareholders other than persons whose votes were excluded in accordance with Multilateral Instrument 61-101: Protection of Minority Security Holders in Special Transactions, 82,425,545 Common Shares, representing 99.996%, were voted in favour of the Transaction.
SEB intends to seek a final order of the
Following closing of the Transaction, the Common Shares will be de-listed from the
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
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:
President, CEO & CIO of SEB Office: (888) 939-8885 x 2354 Cell: (416) 460-2817 john.mckimm@seb-inc.com www.seb-inc.com | COO of SEB President & CEO of SEB Admin Cell: (416) 418-0619 mohamad.elchayah@seb-admin.com www.seb-admin.com |
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: statements relating to the Transaction and the expected terms, timing and closing of the Transaction including, receipt of the final order from the
With respect to the forward-looking information contained in this news release, SEB has made assumptions regarding, among other things: that the Transaction will be completed on the terms contemplated by the arrangement agreement relating to the plan of arrangement; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, stock exchange and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; and other expectations and assumptions concerning the Transaction. 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 involves significant known and unknown risks and uncertainties. Many factors could cause actual results, performance, or achievement to be materially different from any forward‐looking information. Factors that may cause such differences include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to employee retention; the possibility of litigation relating to the Transaction; risks related to the diversion of management time and attention; unanticipated difficulties or expenditures relating to the Transaction; and other factors beyond the control of SEB which could have a material adverse effect on SEB or its ability to consummate the Transaction. Readers are cautioned that the forgoing lists of factors are not exhaustive.
For a more detailed discussion of risks and other factors that could affect SEB’s business, operations and financial results, see SEB’s management information circular dated
This news release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Transaction and the terms and conditions thereof.
Neither
All figures are in Canadian dollars unless otherwise stated.
Source:
2023 GlobeNewswire, Inc., source