NEW YORK, Feb. 15 /CNW/ - Loring Ward International Ltd. ("Loring Ward"
or the "Company") (TSX:LW) announced today that Werba Reinhard Holdings Ltd.
(the "Insider"), the Company's largest shareholder, has announced its
intention to make an unsolicited offer to acquire all of the outstanding
shares ("Shares") of the Company for CDN$13.75 in cash per Share. The Insider
has advised that it currently holds approximately 21.2% of the outstanding
The Company has formed a special committee of its Board of Directors to,
among other things, review and evaluate the expected unsolicited offer and to
consider alternative proposals. The Company has retained BMO Capital Markets
as its financial advisor and Stikeman Elliott LLP as its legal advisor.
The Company most recently met with the Insider on January 23, 2008 and
was presented with documents (the "Earlier Proposal") indicating that the
Insider was prepared to make an all cash bid for Loring Ward in the range of
CDN$12.50 to CDN$15.25 per Share for all of the outstanding Shares, and that,
assuming certain conditions were met, the Insider was confident that the upper
end of that range would be achievable. Following discussions with its
financial advisor and legal counsel, the Company's Board concluded that the
Earlier Proposal was unattractive. The Board instructed the Company's
financial advisor to inform the Insider that the Earlier Proposal did not
merit further discussions.
One of the numerous pre-conditions of the Earlier Proposal was to
prohibit the Company from seeking a better offer for shareholders from others.
Considering the unattractiveness of the Earlier Proposal, exclusivity would
not have been in the best interests of the Company or its shareholders.
The Company also questions whether the proposed offer is bona fide and
questions the Insider's intentions. Firstly, the Company believes that the
proposed offer constitutes an "insider bid" under applicable Canadian
securities laws, thus requiring that an independent valuation be prepared at
the Insider's expense, and that no exemption is available from such
requirement. This valuation would have to be prepared under the supervision of
independent directors of the Company. No request has been made by the Insider
for such a valuation, which would at a minimum take a substantial amount of
time to prepare before the bid could legally proceed.
Secondly, two of the proposed conditions of the announced bid appear on
their face to be potentially incapable of being satisfied. One of the
conditions is "the absence of material litigation." The Company is currently
involved in a material piece of litigation, as has been publicly disclosed,
including in its financial statements. While the Company believes that it is
more likely than not that it will prevail, nonetheless such litigation is
material. A second condition would require that the board of SA Funds
Investment Trust (a public mutual fund family advised by the principal
subsidiary of the Company) would have approved various new or amended
agreements with the Company prior to the completion of the offer. This is
beyond the Company's or the Insider's control. The Company believes that, in
light of the unsolicited nature of the proposed offer, there is a serious risk
that, as the Insider has previously been advised in writing by legal counsel
to the SA Funds, the board of SA Funds would await any decision until the
termination of the offer. If so, this condition would not be able to be
satisfied prior to the termination of the proposed offer.
The Company advises shareholders not to deposit any Shares to the offer,
if and when it is commenced, and to defer making any decision until the Board
of Directors has had an opportunity to fully review the offer and to make a
formal recommendation as to its merits. Assuming that the offer is made,
Shareholders will be promptly notified of any recommendation by the Board of
Directors through a news release and directors' circular in accordance with
applicable securities laws.
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.
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, future revenues and expenses, economic conditions, and the
results of a pending lawsuit 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 from the results discussed in the forward-looking statements
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 Financial Statements and
Management's Discussion and Analysis, as well as a broader description of
certain challenges and risks facing the Company, all of which is available at
www.sedar.com. In particular, Werba Reinhard Holdings Ltd. may not proceed
with the announced offer and/or other value-enhancing alternatives may not
result and/or the conditions of any offer may not be satisfied.
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, President and CEO, Phone: