NEW YORK, Oct. 8 /CNW/ - Loring Ward International Ltd. ("Loring Ward" or
the "Company") (TSX: LW) today announced that Werba Reinhard, Inc. ("WRI") and
the Company are targeting on or about October 28, 2008 as the proposed closing
date of the transaction by which WRI would acquire all of the outstanding
shares of the Company for U.S. $18.00 per share in cash, payable in U.S.
There remain certain closing conditions to be satisfied, including that
the Company's assets under management and administration ("AUM/AUA") have not
declined by more than 20% from June 30, 2008 to the date of closing of the
transaction. As at the close of business on October 7, 2008, AUM/AUA had
declined by approximately 19%, due to the extraordinary global equity market
declines of the past two months.
Following is the approximate asset allocation of the Company's overall
AUM/AUA at the present time.
- Fixed Income:
- 30% (all maturities less than 5 years)
- 40% U.S.
- 30% International
The AUM/AUA measurement test is a one-day test as at the time of closing.
Given the current volatility in the marketplace, there can be no assurance as
to whether or not this closing condition will be satisfied as at the expected
While WRI has arranged equity and debt financing to assist it in
completing the acquisition, its obligations under the Agreement are not
subject to a financing condition.
Details of the transaction are contained in the management information
circular of the Company dated August 20, 2008, which can be found at
www.loringward.com or at www.sedar.com. To participate in the transaction,
registered shareholders must submit completed Letters of Transmittal, together
with share certificates, to CIBC Mellon Trust Company at the address below.
Registered shareholders who have lost their share certificates should contact
CIBC Mellon Trust Company. Shareholders who hold shares through an
intermediary, such as a broker or dealer, should complete the documentation
and follow the instructions provided by their intermediary, and may contact
their intermediary for assistance. For further information, shareholders may
also contact Loring Ward's information agent, Laurel Hill Advisory Group, at 1
CIBC Mellon Trust Company:
1-800-387-0825 or by email: firstname.lastname@example.org
For Delivery of Letters of Transmittal:
By mail: P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario,
Canada M5C 2K4
By hand or courier: 199 Bay Street, Commerce Court West, Securities Level
Toronto, Ontario, Canada M5L 1G9
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
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. As
well, there can be no assurance that the transaction with WRI will in fact
close at the end of October, 2008 or at all. 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: