Smart Employee Benefits Inc. (TSXV:SEB) entered into a memorandum of agreement to acquire SOMOS Consulting Group Ltd. from Alan Boyce and other shareholders for CAD 1.6 million on January 9, 2013. Under the terms of the acquisition, SOMOS shareholders will receive CAD 0.33 million in cash, 2.5 million common shares of Smart Employee Benefits, 1 million share purchase warrants and five year convertible notes in the aggregate principal amount of CAD 0.4 million. The common shares of Smart Employee will be escrowed over a period of 30 months released in various amounts at 6 month intervals. The Warrants will have a term of 60 months and an escalating exercise price per common share of SEB every 12 months of CAD 0.45, CAD 0.55, CAD 0.65, CAD 0.70, and CAD 0.75.

After the closing of the transaction, SOMOS will be operated as the Ottawa base for the Smart Employee Group of Companies, while maintaining its current brand and software, service, and solution offerings. Post acquisition, the existing Chief Executive Officer and President and major shareholder of SOMOS, Alan Boyce, along with Adam Jasek, Chief Operating Officer, shall remain in the executive management team of SOMOS. The deal is subject to regulatory approval.

Smart Employee Benefits Inc. (TSXV:SEB) entered into a share purchase agreement to acquire SOMOS Consulting Group Ltd. from Alan Boyce and other shareholders on March 1, 2013.