Werba Reinhard Inc. has agreed to buy asset management firm Loring Ward International Ltd. (TSX: LW) for US$11.25 per share. The deal comes shortly after Lovell Minnick Partners backed out of a deal to buy Loring Ward for $18 per share.
Loring Ward International Ltd. (“Loring Ward” or the “Company”) (TSX: LW) today announced that it has entered into a new arrangement agreement (the “Agreement”) with Werba Reinhard, Inc. (“WRI”), a company controlled by Loring Ward’s largest shareholder, Eli Reinhard, under which an affiliate of WRI will acquire all of Loring Ward’s outstanding shares pursuant to a plan of arrangement at a price of US$11.25 per share in cash payable in U.S. dollars (the “Plan of Arrangement”). The deal price is currently equivalent to approximately Cdn$13.92, which represents a premium of approximately 74% to yesterday’s closing price of the Loring Ward shares.
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 shareholders. The Special Committee and Board have concluded unanimously that shareholders should vote in favour of the Plan of Arrangement with WRI and have determined that the transaction is fair to Loring Ward shareholders and in the best interests of the Company.
The Plan of Arrangement is subject to certain conditions, including, among others, that assets under administration not decline by more than 20% from November 6, 2008, that run-rate revenues not decline by more than 7.5% from October 31, 2008, and that required court and shareholder approvals are received. As a result, there can be no assurance that the transaction will be completed. The Agreement is not subject to a financing condition, and WRI has advised that it has made appropriate arrangements to obtain all required financing.
The transaction includes a requirement that in certain circumstances Loring Ward reimburse WRI for its reasonable out of pocket third party expenses in the amount of US$3.8 million and declare and pay a special dividend to all shareholders in the amount of CDN$1.00 per share, and in certain other circumstances reimburse WRI US$3.8 million in reasonable out-of-pocket third party expenses and pay WRI a US$1.75 million break fee.
Further details are contained in the Agreement, a copy of which will be filed on Sedar at www.sedar.com and www.loringward.com shortly. A new annual and special meeting date is expected to be set shortly for January, 2009 and a new management proxy circular is expected to be mailed shortly to shareholders in connection therewith. The transaction is currently expected to close at the end of January, 2009.
Stikeman Elliott LLP acted as legal advisor and BMO Capital Markets acted as financial advisor to Loring Ward. Fogler, Rubinoff LLP acted as legal advisor and GMP Securities L.P. acted as financial advisor to WRI.
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.