SEB Agrees to Acquire Adeeva Nutritionals Canada Inc. and the Wellness Intellectual Property Assets of Dr. James Meschino
27 Gennaio 2014 - 11:09PM
Marketwired
SEB Agrees to Acquire Adeeva Nutritionals Canada Inc. and the
Wellness Intellectual Property Assets of Dr. James Meschino
TORONTO, ONTARIO--(Marketwired - Jan 27, 2014) - Smart Employee
Benefits Inc. ("SEB") (TSX-VENTURE:SEB), is a technology company
providing "business processes software solutions and services" to
corporate and government clients with specialty practices focused
on "managing group benefit solutions and health claims processing
environments." SEB has agreed via a Letter of Agreement ("LOA") to
acquire Adeeva Nutritionals Canada Inc. ("Adeeva") and the Wellness
assets and business of James Meschino Health. Dr. James Meschino is
the President and primary shareholder of Adeeva. The transaction
remains subject to final Board approval, regulatory approval and
completion of final due diligence processes.
TRANSACTION TERMS: SEB has agreed to issue $525,000 of SEB
shares plus a royalty of up to $1,000,000 (on the sale of Adeeva
products only) for 100% of the shares and debt of Adeeva. The price
of the SEB shares shall be determined by the weighted average
trading price for the ten trading days prior to closing. In
addition, SEB will be making a working capital injection into
Adeeva. Adeeva will be operated as a stand-alone business. The
"Wellness Assets" owned by Adeeva and James Meschino will be
transitioned to a new company focused specifically in providing
"Wellness Solutions". SEB will retain 80% of this company, James
Meschino will own 20% of the wellness company. Both companies will
operate as subsidiaries within SEB's "Benefits Division".
MANAGEMENT COMMENTS: States John McKimm, Pres/CEO/CIO of SEB,
"Dr. Meschino's Wellness Assessment combined with over 30 years of
research, published material, on-line videos and other wellness
content are readily accessible and available online, and are
delivered within a fully automated environment which is unique in
the industry. Dr. Meschino will lead the SES Benefits Wellness
Division in the provision of Wellness solutions as a
key element of SES Benefits group health benefit solutions. Dr.
Meschino and Adeeva's fully automated environment complements SEB's
fully integrated health benefits processing environment. Like Dr.
Meschino's wellness environment, SEB's fully integrated
'administration-adjudication-payment processing-reporting'
platform for managing group benefit environments is also unique.
The SEB platform provides the most flexible and automated
administration and adjudication systems in the industry. Dr.
Meschino's Wellness Solutions environment integrates
seamlessly into the SEB platform. Wellness is a very important
element of most benefit solutions today, capturing up to 10% of
benefit plan dollars with many group benefit plans. The acquisition
of the Wellness Assets of Adeeva and James Meschino form
an integral part of the SEB strategy of offering unique, highly
automated group benefit solutions to its clients."
ABOUT ADEEVA: Adeeva is a producer of high quality natural
health products and formulations directed towards promoting overall
health, slowing the biological processes of aging, combating
degenerative diseases and providing adjunctive nutritional support
in the case of specific health conditions. More on Adeeva can be
found at the following link: www.adeeva.com.
ABOUT JAMES MESCHINO: James Meschino, DC, MS, ND, ROHP, is a
Doctor, Author and Lecturer. With a Master's Degree in Science with
specialties in human nutrition and Biology, and a Doctorate in
Chiropractic Medicine, he is recognized as an expert in the field
of nutrition, anti-aging, fitness and wellness as well as the
author of numerous books. He is the founder of the RenaiSante
Institute of Integrative Medicine and an associate professor at the
Canadian Memorial Chiropractic College. More about Dr. Meschino can
be found at the following link: http://www.meschinohealth.com.
ABOUT MESCHINO HEALTH ASSESSMENT: In 2008, Dr. Meschino created
the online Meschino Health.Assessment, also commonly referred to as
the Nutrition, Lifestyle and Anti-Aging Assessment (NLA). Dr.
Meschino created the test after numerous readers of his book "The
Meschino Optimal living Program - Seven Steps To A Healthy, Fit,
Age-Resistant Body" requested a method to measure their current
status and track their improvement over time. The test incorporates
specific data relating to age, gender, dietary patterns, signs and
symptoms of nutrient deficiencies along with lifestyle factors that
could be contributing to a person's nutrient deficiency. The
assessment platform also takes into consideration current health
and past health conditions, and family medical history. This
wellness assessment provides a blueprint for individuals to
understand, design and implement individualized health plans where
they can take ownership and manage their own health initiatives and
objectives. In addition, the Wellness Assessment will be married
with a comprehensive rewards environment which adds additional
incentives for the individual to adhere to the health plans
evolving from the Wellness Assessment.
SEB's "Wellness Solutions" are unique in both their rich content
and the high level of automation which allows very low cost
delivery to the employee. This will allow every benefit plan,
whether it is a small company plan or large company plan, to
implement a high value added, very cost effective wellness
platform.
ABOUT SEB: SEB is a technology company providing software,
solutions and services specializing in managing group benefit
solutions and healthcare claims processing environments for
corporate and government clients. Health Claims Processing alone is
a $60.0 billion industry, of which over $35.0 billion is employee
group benefit plans and over $25.0 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 as a Third Party
Administrator and Insurance Brokerage 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, fully integrated solutions for
specialized environments (e.g. travel claims, student benefits,
hospitals, unique government applications 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 further information about SEB, please visit
www.seb-inc.com.
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.
MEDIA CONTACTS:Smart Employee Benefits Inc.John
McKimmPresident/Chief Executive Officer(416)
460-2817john.mckimm@seb-inc.comSmart Employee Benefits Inc.Shelly
FrankVice-President, Marketing(888) 939-8895 x
358shelly.frank@seb-inc.comwww.seb-inc.com
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