Werba Reinhard Inc.

June 10, 2008 16:30 ET

Werba Reinhard Inc.'s Proposal In Proxy Circular for Loring Ward International

SAN JOSE, CALIFORNIA and TORONTO, ONTARIO--(Marketwire - June 10, 2008) - Loring Ward International Ltd.'s (TSX:LW) ("Loring Ward"), largest shareholder, Werba Reinhard Inc. ("WRH" or the "Dissident Shareholder"), yesterday filed a proxy circular in advance of Loring Ward's June 27, 2008 Annual and Special Meeting of Shareholders, in which they are soliciting GREEN proxies in support of their efforts to replace the current Board of Directors of Loring Ward and allow shareholders the opportunity to evaluate a MINIMUM OFFER of $13.75 per share for all the outstanding shares of Loring Ward.

Alan Werba, President, CEO of Werba Reinhard and also one of the co-founders of Reinhardt Werba Bowen Advisory Services, a predecessor firm to Loring Ward stated, "For well over a year, we have repeatedly tried to engage the current Loring Ward board in discussions for the purpose of entering into an agreement on reasonable business terms which would have allowed us to conduct normal course due diligence with a view to launching a take-over bid at a premium price which was a significant premium to the trading price of the shares at the time of such discussions. In each case our efforts were rebuffed."

"Only one member of the current board of directors of Loring Ward owns greater than 0.2% of the issued shares and in aggregate the current board owns 6.2% of the issued shares. On the other hand, we own 1,638,249 shares or 21.2% of the outstanding shares or Loring Ward. We believe that our personal and economic interests are aligned with your interests rather than with the current board's interests."

To address this issue, the Dissident Shareholder has put together a new and experienced board and management team to allow current shareholders the opportunity to evaluate their proposal.

The Dissident Shareholders seek to elect an alternative slate of directors consisting of: Alan Werba, Eli Reinhard, Jim Beqaj, Michael Simonetta, John Coady and Joe Shepela (the "Dissident Shareholders' Nominees"). The Dissident Shareholders also intend to recommend to the board that Alex Potts be hired as CEO. Further background information with respect to the Dissident Shareholders' Nominees and Alex Potts can be found in the Dissident Circular.

The Dissident Shareholders believe the needs of Loring Ward's clients and employees will be better served in a private entity without the costs and distractions of the public capital markets. The Dissident Shareholders are committed to Loring Ward's asset-class investment philosophy, manage 4% of Loring Ward's assets, beneficially own 21.2% of the outstanding shares and want to return the business to the (advisor first) corporate values that were the hallmark of the early days of its money management services.

"One of the questions you as a shareholder should ask is: "How would our interests as shareholders be protected to ensure that we receive an offer which is at a fair price?" We have identified a group of director nominees, each of whom are well known in the Canadian financial community, have been personally successful in their own business endeavours, have public market experience and knowledge of the industry in which Loring Ward competes, and perhaps most importantly whose ethics and reputations are beyond question. These independent nominees will be asked to form a Special Committee and will be given full latitude in acting and selecting their own independent advisors. We believe that this will ensure that both the process leading up to, as well as our offer itself, will not only be fair and reasonable but that you, as a shareholder, in considering any offer, will have the benefit of complete transparency in a process that will strictly adhere with securities legislation and all other applicable laws."

We are finally at the point in time where the decisions concerning your economic interests in Loring Ward are where they should be - in your hands, not in the hands of the incumbent board of directors which as a whole have a relatively minor economic interest in the Company. We also believe that the choice in this matter, to vote for the incumbent directors or to vote for our nominees, is clear. We urge you to vote for the nominees in the GREEN PROXY in order to unlock value for all shareholders.

Copies of the proxy circular prepared by the Dissident Shareholders can be obtained via SEDAR (http://www.sedar.com) or by contacting Kingsdale Shareholder Services Inc. toll free at 1-866-481-2532 or collect at 1-416-867-2272.

Contact Information

  • Kingsdale Shareholder Services Inc.
    1-866-481-2532
    or
    Werba Reinhard Inc.
    Alan Werba
    President and Chief Executive Officer
    (408) 260-3109
    Email: alan.werba@arcadiacompanies.com