SAN JOSE, CA and TORONTO, ON, July 18 /CNW/ - Werba Reinhard Holdings
Ltd. ("WRH"), a wholly-owned subsidiary of Werba Reinhard, Inc. ("WRI"), has
now submitted an irrevocable, firm offer to acquire all the outstanding shares
of Loring Ward International Ltd. ("Loring Ward") for US$18.00, by way of a
plan of arrangement. This offer will be open for up to 7 Business Days from
Alan Werba, President and CEO of WRI, stated "We are pleased to submit
what is clearly a Superior Proposal to the Shareholders of Loring Ward.
Should Friedman Fleischer & Lowe, LLC ("FFL") choose to exercise its right to
match over the next 5 Business Days, we expect the Board of Loring Ward (the
"Board") to treat both potential bidders in an even and fair handed manner."
WRI was denied access to due diligence until June 24, 2008 and subsequent
to the endorsement of FFL's amended offer of US$17.35 on July 15, 2008, WRI
was denied further access to due diligence. In addition, the Board has now
agreed as part of the Amended & Restated Arrangement Agreement between FFL and
Loring Ward (the "Arrangement Agreement") to pay an increased Break Fee
totaling US$3,250,000 and to cover FFL's "expenses", which they are estimating
currently at US$3,000,000. The combined Break Fee and expenses of US$6,250,000
that the Board has committed to pay FFL, now total over 5% of the current
enterprise value. WRI believes these costs are without precedent for a
Canadian deal of this size and combined they are not consistent with market
Alan Werba notes, "Shareholders are interested in one thing and one thing
only, to get the highest value for their shares. Given that both FFL and WRI
have shown a strong interest in purchasing Loring Ward, we were quite
surprised that the Board of Loring Ward would deem it appropriate to raise
FFL's Break Fee in the last round of bidding. We were also surprised to learn
that Loring Ward's Compensation Committee amended Mr. Robert Herrmann's Change
of Control and Severance Agreement on June 13, 2008, the date of the first
agreement between Loring Ward and FFL. This amendment which provides an
additional payment to Mr. Herrmann under a Change of Control, specifically
excludes the FFL acquisition. WRI has indicated that should the Board
roll-back both the unprecedented payments to FFL to a more reasonable US$3.25
million and the recent payments to management, it would be prepared to offer
shareholders up to US$18.90 per share."
The WRI offer continues not to contain a Break Fee as it requires the
Board to declare and pay a special dividend to the Shareholders of $1.00 per
share if the Agreement is entered into with WRI and subsequently terminated by
Loring Ward in certain circumstances, including as a result of a Superior
Proposal made under the provisions of such Agreement. The special dividend is
to the equal benefit of all shareholders whereas FFL's offer and corresponding
Break Fee is only to the benefit of FFL.
Werba concludes: "We call on the Board to exercise its fiduciary duty to
treat both potential bidders fairly in order to maximize shareholder value.
Additional increases in Break Fees and changes to management compensation
packages do not serve shareholders' interests as they add additional costs to
a purchase of Loring Ward which could otherwise be given directly to
shareholders. We hope the Board will agree to treat both parties fairly from
this date forward."
About Werba Reinhard Holdings Ltd.:
WRH, through its shareholders Eli Reinhard and Alan Werba, is believed to
be the largest beneficial shareholder of LWI. WRH believes in the continued
simplification of the Loring Ward business to better optimize the service and
solutions to the financial advisors Loring Ward serves throughout the U.S.
For further information:
For further information: Alan Werba, President and Chief Executive
Officer of WRH and WRI, (408) 260-3109, email@example.com; Eli
Reinhard, Vice-President and Treasurer of WRH and WRI, (408) 963-2727,