Werba Reinhard Holdings Ltd.

March 05, 2008 11:53 ET

Werba Reinhard Holdings Ltd. Provides Update on Plans to Make an Offer to Purchase All Loring Ward Shares

SAN JOSE, CALIFORNIA and TORONTO, ONTARIO--(Marketwire - March 5, 2008) - Werba Reinhard Holdings Ltd. ("WRH"), a wholly-owned subsidiary of Werba Reinhard, Inc. ("WRI"), wishes to provide an update to its announcement on February 14, 2008 that it plans to make an all cash take-over bid (the "Proposed Offer") for all of the outstanding common shares (the "Shares") of Loring Ward International Ltd. ("LWI" or "Loring Ward") at an offer price of C$13.75 per Share.

Over the last 13 months, Loring Ward has continually interfered with attempts by the principals of WRH to put before the shareholders of Loring Ward a fair offer to purchase all of the Shares. Most recently, LWI has approached the Ontario Securities Commission to make the case that an independent valuation is required to be included in the take-over bid circular to be mailed by WRH to LWI shareholders.

WRH believes that they have an exemption available to them under applicable securities law and that an independent valuation is not required. However, rather than face an expensive and protracted argument on the point, WRH has offered to pay for an independent valuation as long as LWI agrees to facilitate the valuation in a timely manner and to provide WRH with the same information as is provided to the valuator. WRH has received quotes for the provision of a valuation from two reputable independent investment banks and offered to let LWI choose between these two proposals.

LWI has rejected WRH's offer and has instead insisted that WRH "undertake on a legally binding basis to Loring Ward that they will not, directly or indirectly, without Loring Ward's prior express written consent, make or engage in or participate in any way in any take-over bid other than a "permitted bid" (as defined in Loring Ward's shareholder rights plan), and will not commence or engage in or participate in any way in any proxy solicitation, in each case until at least June 30, 2010". WRH believes that this only serves to further illustrate that the main concern of the board and management of LWI is not to provide the shareholders of LWI with the best available information upon which to assess the Proposed Offer but rather to entrench their position in order to continue receipt of their cash compensation.

Loring Ward issued a further press release yesterday evening in which they disclosed that in "seeking to enhance shareholder value", it has entered into discussions and signed confidentiality agreements with a number of parties who have expressed initial interest in acquiring LWI. No party has expressed more interest in acquiring LWI in the past 13 months than WRH and its principals. We believe it is in the best interest of shareholders for LWI to treat WRH in a manner consistent with other bidders and to ultimately let the shareholders decide whether or not to tender to any offer WRH may make. WRH has repeatedly said that they will enter into a confidentiality agreement with respect to any information that LWI is able to provide to permit an informed bid. However, WRH will not agree to allow the board and management to continue to entrench themselves at the expense of shareholders.

WRH once again calls upon LWI's management and board to engage them in a serious discussion about the value of LWI so that WRH can make an informed bid and to ultimately let the shareholders decide. WRH is not asking for exclusivity or any special treatment, but rather WRH wants to be treated the same as other interested parties in a manner that will allow a bid to proceed.

About Loring Ward International

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.

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.

Forward Looking Statements

This press release contains "forward-looking statements" that are subject to a number of risks and uncertainties, many of which are beyond WRH's control, that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. All forward-looking statements speak only as of the date of this press release. WRH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. There can be no assurance that any transaction between WRH and Loring Ward International will occur.

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