Loring Ward International Ltd. (LW.TO) announced that Werba Reinhard Inc. or WRI has made a firm offer to acquire all of the outstanding shares of Loring Ward for US$18.00 per share in cash.
The terms of the WRI offer are substantially similar to those of the previously announced US$17.35 offer of Friedman Fleischer & Lowe Capital Partners II, L.P. or FFL.
While the WRI offer does not include a traditional break fee, it does include a requirement to pay WRI's reasonable transaction related expenses (as is similar in the FFL Offer) and to pay Shareholders a not less than $1.00 per share special dividend in certain circumstances, assuming FFL does not exercise its right to match and assuming an agreement is entered into with WRI and then such transaction with WRI were not to proceed.
Loring Ward's Special Committee and Board of Directors have determined that the WRI offer is a Superior Proposal under the terms of the existing definitive agreement with FFL but have not entered into any agreement with WRI at this time.
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