3 Jan 2023
Co-operators to acquire SEB for $89.1 million
On January 3, 2023, Co-operators Financial Services Limited, a subsidiary of The Co-operators Group Limited, declared its intent to acquire all issued and outstanding common shares of Smart Employee Benefits Inc. (SEB) for about $89.1 million, or $0.30 per SEB Share. This acquisition, made via a statutory Plan of Arrangement under the Business Corporations Act (Ontario), sees Co-operators paying a premium of 76.5% over SEB's closing price on December 30, 2022. The transaction enhances Co-operators' strategic direction in Group Benefits, leveraging SEB's expertise in technology and integrated solutions. Both companies have previously partnered since 2019.
To oversee the transaction, SEB formed a special committee of independent directors. After evaluating with external financial and legal advisors, the board of SEB recommended approval of the arrangement. Notably, a fairness opinion was obtained from Echelon Capital Markets, confirming the deal's financial fairness to SEB shareholders.
SEB will convene a special shareholder meeting around February's end 2023, with transaction finalization anticipated in Q1 2023. Post-acquisition, SEB will remain autonomous, continuing to provide innovative benefits solutions and tech services.
Key legal advisors for the transaction include Fasken Martineau DuMoulin LLP for Co-operators, Harris + Harris LLP for SEB, and WeirFoulds LLP for SEB's Special Committee.
