Loring Ward to be acquired by Friedman Fleischer & Lowe for US$16.50 per share



    NEW YORK, June 13 /CNW/ - Loring Ward International Ltd. ("Loring Ward"
or the "Company") (TSX: LW) today announced that it has entered into a
definitive agreement with affiliates of Friedman Fleischer & Lowe, LLC
("FFL"), a U.S. private equity firm, under which a company owned by FFL will
acquire all of Loring Ward's outstanding shares pursuant to a plan of
arrangement at a price of US$16.50 per share in cash payable in U.S. dollars
(the "Plan of Arrangement"). The price is currently equivalent to
approximately Cdn$16.96, which represents a premium of approximately 27% to
yesterday's closing price for the Loring Ward shares and a premium of
approximately 45% to the price on February 13, 2008, the day prior to the
initial announcement of a proposed unsolicited offer for the Company.
    The Company has received an opinion from its financial advisor, BMO
Capital Markets, that the offer is fair from a financial point of view to
holders of Loring Ward's shares. The board has concluded unanimously that
shareholders should vote in favour of the Plan of Arrangement and determined
that the transaction is fair to Loring Ward shareholders and in the best
interests of the Company.
    David Rattee, the Chairman of the board and of the Special Committee of
independent directors who evaluated the offer, said "We are unanimously
recommending that shareholders approve this transaction. After conducting a
wide auction followed by intense negotiations, we are very pleased with the
outcome for our shareholders".
    "It was just over two years ago that our shares - at the time unlisted
and highly illiquid - traded at Cdn$4.50", said Robert Herrmann, the President
and CEO of Loring Ward. He added, "I am delighted that we are now in a
position to bring a US$16.50 offer to our shareholders. I am also excited
about continuing to lead the company and about the positive impact partnering
with FFL will have on our employees and our investment advisor clients".
    FFL Vice Chairman Spencer Fleischer commented, "FFL has a long history
investing in financial services. Loring Ward is a compelling opportunity for
us to back a strong management team in a rapidly growing sector of the asset
management industry. FFL will build on Loring Ward's advisor-focused strategy
to reinforce its leadership in the turnkey asset management sector".
    The Plan of Arrangement is subject to certain conditions, including
required regulatory, court and Loring Ward shareholder approvals. In
connection with the arrangement, Loring Ward has agreed, among other things,
not to solicit competing acquisition proposals from this date forward. Loring
Ward has also agreed to pay a transaction break fee and/or to reimburse FFL
for their reasonable transaction related expenses, in certain circumstances.
As required by the terms of the transaction, Loring Ward's quarterly
$0.12 dividend has been suspended, pending completion of the transaction.
    Further details will be contained in an information circular that will be
mailed to shareholders in connection with a special meeting that will be held
to consider the arrangement and related matters. The agreement is expected to
be filed with securities regulators within the next several days and the
transaction is required to be completed by October 15, 2008 unless extended by
the mutual agreement of the parties.
    As required by the agreement and approved by the TSX, Loring Ward has
postponed to August 29, 2008 its Annual General Meeting of shareholders
previously scheduled for June 27, 2008. The record date for the postponed
Annual General Meeting has been set as July 11, 2008. The meeting date for the
special meeting to consider the Plan of Arrangement will be announced at a
later date.

    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.

    About Friedman Fleischer & Lowe, LLC

    Friedman Fleischer & Lowe, LLC is a San Francisco-based private equity
firm with more than $2.5 billion under management. FFL's targeted sectors
include financial services, outsourced business services, consumer products,
education, healthcare and marketing and media. Previous investments in the
financial services sector include GeoVera Holdings, JonesTrading Institutional
Services, Montpelier Re Holdings (MRH), CapitalSource (CSE) and Wilton Re
Holdings. Other significant investments include Tempur-Pedic International
(TPX), Korn/Ferry International (KFY) and Milestone AV Technologies. For more
information on Friedman Fleischer & Lowe, visit www.fflpartners.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, dividend policy, plans to repurchase shares, 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 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. 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 at (212) 907-8080 or E-mail:
info@loringward.com; David Rattee at (416) 591-5105 or E-mail:
info@loringward.com.

Organization Profile

LORING WARD INTERNATIONAL LTD.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890