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Whiteknight Acquisitions Inc. Announces Update of Qualifying Transaction With Smart Employee Solutions Inc. (Formerly SES-Software, Solutions and Service, Inc.)(February 09, 2012)
TORONTO, ONTARIO -- (Marketwire) -- 02/09/12 -- Whiteknight Acquisitions Inc. ("Whiteknight") (TSX VENTURE:WKA.P), a Capital Pool Company, is pleased to provide an update to its Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange) (the "Exchange") with Smart Employee Solutions Inc. ("SES"), previously announced on July 27, 2011 (the "Qualifying Transaction").
On December 9, 2011, Whiteknight entered into an engagement letter (the "Engagement Letter") with Canaccord Genuity Corp. ("Canaccord"), pursuant to which Canaccord has agreed to sell, on a commercially reasonable efforts basis, 5 million shares of Whiteknight at $0.30 per share for aggregate gross proceeds of $1.5 million (the "Offering"). For its services as agent on the Offering, Canaccord will receive broker warrants which will entitle it to purchase that number of common shares of Whiteknight equal to 10.0% of the common shares sold pursuant to the Offering, with each such warrant to be exercisable at $0.30 per share for a 24 month period. The Offering will close concurrently with closing of the Qualifying Transaction, and conditional approval of the Qualifying Transaction from the Exchange is a condition to closing.
SES is pleased to announce that it closed interim financings of $1.305 million through the issuance of convertible promissory notes (the "Interim Convertible Notes") in late 2011. The Interim Convertible Notes will convert into shares of Whiteknight on completion of the Qualifying Transaction at a conversion price of $0.24 per share. In addition, for each $1 of principal subscribed for under the Interim Convertible Notes, purchasers also received one warrant to purchase shares of SES at an exercise price of $0.30 exercisable until May 31, 2014 (the "Interim Warrants"). The Interim Warrants will be exchanged for warrants to purchase common shares of Whiteknight on closing of the Qualifying Transaction, with such warrants bearing the same terms, conditions and exercise price as the Interim Warrants.
SES also wishes to provide an update with respect to is business model and activities. Management of SES, a group benefits solutions provider, has more clearly defined its service offerings and revenue model.
SES Benefits Canada Corporation is the third party administrator ("TPA") and the primary operating entity within the SES group of companies. SES's TPA services will fall into four categories:
1. Administrative Services - Front End: this will include the onboarding of clients and their employees, including all associated administrative activities. SES collects and administers premiums from clients and remits to the underlying insurers. SES will also administers and pays commissions to individual insurance brokers ("Brokers"), and provides quotes to clients through direct interfacing with various insurers. 2. Administrative Services - Back End: this will include administering and paying claims per pre-approved guidelines from insurers. The only claims to be paid are health and dental claims. All pooled claims will be paid directly from the insurer and adjudicated by the insurer. SES will interface between the insurer and the client (employees) and may handle select administrative activities. 3. Adjudication: SES owns its own adjudication platform where claims are adjudicated and processed per the Group Benefit Plan design agreed to between the insurer and the client with the assistance of the Broker and the TPA. Only health and dental claims will be adjudicated. 4. Administrative Services - Reporting: this will involve aggregating all the client data from all administrative environments in conjunction with all adjudication data. Data structures will marry this data together with standard reporting templates and data mining tools that allow clients to have the capability to design and produce their own reports. SES will have the only adjudication platform in the country tied to a fully integrated front and back end administration and reporting environment.
SES intends to seek revenue in accordance with the following model:
-- Commissions: from the sale of health and dental group benefits, as well as Pooled Group Benefits (life, AD&D, Travel, etc.), a portion of which is shared with the Broker. -- Profit Sharing on Pooled Benefits: typically pooled benefits contribute 60%-70% of premiums to profits. SES is negotiating a profit sharing of Pooled Benefits profits with select insurers. -- Group Benefits Mark-Ups: SES is negotiating preferred rates on health and dental benefits in the form of bulk buying discounts. Not all of these discounts will be passed on to the client. -- Administrative Fees: SES has the ability to charge both clients and insurers administrative fees at all levels, including front end, back end and reporting. Clients pay the fees directly. Insurers will both pay directly for services and reporting and allow SES better pricing, which contributes to Group Benefit mark-up profits. -- Adjudication Fees: SES is the only TPA in Canada that owns its own adjudication environment. Adjudicators typically are paid 4% to 12% of premiums by insurers to do adjudications. SES expects to operate its complete adjudication environment for between 2% and 3% of premiums, leaving a pretax profit of between 4% and 10%, depending on the client and the insurer.
As a TPA, SES provides extensive sales expertise and conducts far more administrative activities than the typical TPA. In addition, SES handles adjudication and is currently finishing development on a state of the art reporting capability, none of which is available with most other TPAs, or Insurers. This gives SES multiple revenue streams, with optimal flexibility to pass savings on to clients and share profits with joint venture client referral partners.
Management of SES and Whiteknight will file a filing statement, which will disclose the services and revenue model of SES in greater detail, on www.sedar.com under Whiteknight's profile, once conditional approval of the Exchange is obtained in respect of the Qualifying Transaction. Readers are encouraged to read the filing statement for more detailed information concerning Whiteknight, SES, and the resulting issuer.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Cautionary Note Regarding Forward Looking Statements
This Press Release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Issuer or Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include: (A) the intention to complete the Qualifying Transaction and the Offering; (B) the description of the resulting issuer that assumes completion of the transactions described herein; and ?? the intention to grow the business and operations of the resulting issuer.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Press Release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Whiteknight, SES, or the resulting issuer, as the case may be to obtain necessary financing; satisfy conditions under the transaction documents; satisfy the requirements of the Exchange with respect to the Qualifying Transaction and the Offering; the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While Whiteknight, SES, or the resulting issuer, as the case may be anticipate that subsequent events and developments may cause its views to change, the Whiteknight, SES, or the resulting issuer, as the case may be specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Whiteknight's, SES's or the resulting issuer's views as of any date subsequent to the date of this Press Release. Although Whiteknight, SES, and the resulting issuer have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect Whiteknight, SES, or the resulting issuer. Additional factors will be noted under "Risk Factors" in the filing statement which will be filed on SEDAR in respect of this transaction.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Whiteknight Acquisitions Inc.
President and CEO
Smart Employee Solutions Inc. (SES)
President and CEO
(416) 460 2817
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