Loring Ward Determines Werba Reinhard US$18.00 Offer is a Superior Proposal



    NEW YORK, July 24 /CNW/ - Loring Ward International Ltd. ("Loring Ward"
or the "Company") (TSX: LW) today announced that Werba Reinhard, Inc. ("WRI")
has made a firm offer to acquire, by way of a plan of arrangement, all of the
outstanding shares of Loring Ward for US$18.00 per share in cash payable in
U.S. dollars, on terms that are acceptable to Loring Ward. Loring Ward has
discussed, with WRI and its lenders, WRI's financing arrangements for its
offer and, while there can be no assurance that the financing will be
completed as planned, Loring Ward has concluded that it is likely that it will
be completed.
    The terms of the WRI offer are substantially similar to those of the
previously announced US$17.35 offer (the "FFL Offer") of Friedman Fleischer &
Lowe Capital Partners II, L.P. ("FFL"). While the WRI offer does not include a
traditional break fee, it does include a requirement to pay WRI's reasonable
transaction related expenses (as is similar in the FFL Offer) and to pay
Shareholders a not less than $1.00 per share special dividend in certain
circumstances, assuming FFL does not exercise its right to match and assuming
an agreement is entered into with WRI and then such transaction with WRI were
not to proceed.
    Loring Ward's Special Committee and Board of Directors have determined
that the WRI offer is a Superior Proposal under the terms of the existing
definitive agreement with FFL (the "FFL Agreement") but have not entered into
any agreement with WRI at this time. Unless and until a definitive agreement
is signed with WRI, Loring Ward's Special Committee and Board of Directors as
a whole continue to unanimously support and recommend that shareholders vote
in favour of the FFL Offer. Pursuant to the terms of the FFL Agreement, FFL
now has the right, but not the obligation, to match the WRI offer within a
five business day period. The agreement with FFL remains in full force and
effect at this time.
    Both the FFL Agreement and the proposed WRI agreement are or would be
subject to a number of conditions, including, among others, minimum asset
levels at closing, the absence of material adverse changes and the receipt of
certain approvals, and there can be no assurance that either would be able to
be completed.

    About Loring Ward

    Loring Ward International Ltd. provides in its core business a turnkey
asset management program to some of America's most knowledgeable and
successful investment advisors and their clients. These services include
investment strategies and products, back office operational processing,
education and training, and business development support. The Company's U.S.
corporate offices are headquartered in New York. For more information, please
visit www.loringward.com.
    The Company, in the ordinary course of its business, may explore
potential proposals or be the recipient of proposals with respect to strategic
opportunities and transactions, which may include strategic joint venture
relationships, significant debt or equity investments in or by the Company,
the acquisition or disposition of material assets or business lines, mergers,
new products or services, new distribution methods and other similar strategic
opportunities or transactions. The Company's policy is generally not to
publicly disclose the pursuit of a potential strategic opportunity or
transaction unless and until a definitive binding agreement is reached. The
public announcement of such matters could potentially materially affect the
price or value of the Company's securities. As a result, there can be no
assurance that investors who buy or sell the Company's securities are doing so
at a time when the Company is not pursuing a particular strategic opportunity
or transaction that, if publicly disclosed, could materially affect the price
or value of the Company's securities.

    Information in this news release that is not current or historical
factual information may constitute forward-looking information within the
meaning of securities laws. Forward-looking statements may include those
relating to the Company's objectives and strategies, as well as statements of
our beliefs, plans, expectations and intentions. Implicit in this information
are assumptions regarding future revenue and expenses, economic conditions,
and the results of pending litigation involving the Company, as well as our
business strategy, expectations, intentions, and other matters. These
assumptions may prove to be incorrect, and actual outcomes and results,
including the future operating results and economic performance of the
Company, may differ materially because of many factors, including those
discussed in this press release and in our other public filings. For more
information on these risks and uncertainties you should refer to our detailed
Management's Discussion and Analysis, which is available at www.sedar.com.
Forward-looking information contained in this news release is based on our
current estimates, expectations and projections, which we believe are
reasonable as of the current date. You should not place undue importance on
forward-looking information and should not rely upon this information as of
any other date. The Company disclaims any intention or obligation to update
the information in this press release or revise any other forward-looking
statements, whether as a result of new information, future events or
otherwise, except as expressly required by law.





For further information:

For further information: Robert Herrmann, Phone: (212) 907-8080, E-mail:
info@loringward.com

Organization Profile

LORING WARD INTERNATIONAL LTD.

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