Symbility and Marshall & Swift/Boeckh Join Forces
to Create a Best-of-Breed Solution for the Property Claims Industry
Highlights:
- Symbility Solutions and Marshall & Swift/Boeckh’s (MSB) will integrate their complementary property claims workflow software, claims loss estimating solutions and process analytics to create a new industry driving force committed to service, innovation and fair play.
- Symbility Solutions is acquiring MSB’s claims division, including contracts, claims employees, software and analytics assets; in consideration for these assets and a cash investment, MSB’s parent company, Decision Insight Information Group, will become the largest shareholder with a one-third equity stake in Symbility’s parent company, Automated Benefits Corp.
- MSB also has entered into a long-term strategic license agreement with Symbility to integrate MSB’s claims estimation data into Symbility’s mobile claims software.
- Decision Insight is a TPG Capital portfolio company and representatives of both organizations will join the Automated Benefits’ Board of Directors.
TORONTO, ONTARIO and MILWAUKEE, WISCONSIN -- (January 25, 2012) 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.
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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.
Media Contacts:
Lucy De Oliveira
Director of Marketing, Symbility Solutions Inc.
(416) 359-9339, ext. 1007
symbility%23net|l%23deoliveira
Kayla Merker
Marketing Manager, Marshall & Swift / Boeckh (MSB)
(262) 309-4549
