TORONTO, Ontario and
MILWAUKEE, Jan. 25, 2012 /PRNewswire/ -- Symbility Solutions
Inc.®, a wholly-owned subsidiary of Automated Benefits
Corp.® (TSX:V – 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.® (TSX:V – 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® and Adjudicare®.
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.
Neither 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.
Detail on the transaction is provided below for
investors.
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.®, a wholly owned subsidiary of
Automated Benefits Corp.® (TSX:V – 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.
SOURCE Marshall & Swift/Boeckh