Werba Reinhard Holdings Ltd.

July 09, 2008 09:00 ET

Werba Reinhard Makes Firm Offer to Acquire All Loring Ward Shares for US$17.30 Per Share

SAN JOSE, CALIFORNIA and TORONTO, ONTARIO--(Marketwire - July 9, 2008) - 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$17.30, by way of a plan of arrangement. The offer will be open for up to 7 Business Days from today and WRI are pleased that Loring Ward's Special Committee of the Board of Directors and the Board as a whole have deemed this proposal to be a Superior Proposal under the terms of the previously announced offer by Friedman Fleischer & Lowe, LLC ("FFL").

WRI would like to clarify one additional significant difference between its offer and FFL's previously announced offer. The Arrangement Agreement dated June 13, 2008 between FFL, its affiliates and Loring Ward, states that a break fee of US$3,000,000 and FFL's reasonable transaction related expenses are payable to FFL should Loring Ward terminate the agreement in certain circumstances, including as a result of a Superior Proposal. The WRI offer does not contain a Break Fee, however, it requires the Board of Directors of Loring Ward ("Board") to reimburse WRI for its reasonable transaction related expenses and to declare and pay a special dividend to the Shareholders of $1.00 per share if an 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.

The Board of Loring Ward views this offer to be a Superior Proposal and WRI is waiting to see if FFL will use its right to match the new offer, which is open for acceptance by the Board within 7 business days. WRI looks forward to FFL's response.

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.

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