Loring Ward International Ltd. is still refusing to sell out to its biggest shareholder, saying the offer is too low.

The board of the New York-based asset manager and provider of advisor services, formerly the U.S. arm of Assante Corp., has informed Werba Reinhard Holdings Ltd., that it’s not interested in its all-cash offer to purchase all of the company’s outstanding shares.

The offer of $13.75 per share represents the fourth attempt by Eli Reinhard, a Silicon Valley property magnate, and Alan Werba of San Jose, Calif., one of Loring Ward’s top clients, to woo the company’s board in a little over a year. Combined, the pair owns more than 21% of Loring Ward.

“Naturally, we’re disappointed that these efforts did not result in a negotiated transaction, the conclusion we would have strongly preferred,” Werba says.

WRH says its offer will represent a premium of about 18.5% over Loring Ward’s closing share price of $11.60 on Feb. 12. It will also represent a premium of more than 24% over the $11.05 volume weighted-average trading price for the 20 previous trading days.

Bob Herrmann, Loring Ward’s CEO, says there are a number of reasons why the board isn’t prepared to accept WRH’s offer. They include the fact its stock was only listed on the Toronto Stock Exchange a year ago, its shares aren’t very liquid, the company’s financial performance has improved over the last year and the number of advisors it serves is on the rise.

“All along we’ve had the position that the company is worth more than [it is valued in] the marketplace. If anything, we feel more strongly about the value of the company than we did a year ago. Our position is [the offer] still isn’t enough,” he says.

“It’s something the board is taking seriously. Our job is to make sure the shareholders get the highest price we can get them.”

Herrmann says Loring Ward’s board had issues with a number of conditions put forward by WRH, including that Loring Ward would be prohibited from seeking a better offer from another suitor.

“Considering the unattractiveness of the [offer], exclusivity would not have been in the best interests of the company or its shareholders,” he says.

Herrmann says 2007 was the firm’s best ever year for attracting new advisors and retaining existing ones. It had relationships with 724 advisors at the end of January.

The company also saw its net new assets grow to $1.06 billion at the end of 2007 from $699 million a year earlier.

“Business has been solid. This is a really challenging market environment, yet we’re off to a decent start. A lot of investment firms are having a tough time with new asset growth. Everybody is experiencing a slow down but we’re still going forward,” Herrmann says.

Werba the president and CEO of WRH, co-founded Reinhardt Werba Bowen Advisory Services, now the main operating division of Loring Ward, and helped develop Loring Ward’s asset-class investment strategy.

He says the needs of Loring Ward’s clients and employees will be better served in a more stable private entity without the costs and distractions of the public capital markets.

He based his sentiments on the revolving door in Loring Ward’s executive offices, which has seen three CEOs and three chief financial officers since 2003.

During that time, Werba said public documents show Loring Ward paid out more than $10 million in cash and stock compensation to these executives — money that could have been plowed back into operations.

He says if WRH’s bid is ultimately successful, it will refocus Loring Ward to provide “stability and outstanding service to the financial advisors it serves so that they can better compete in the marketplace.”

Herrmann says he doubts the recurring ownership discussions surrounding the company, which is unique in that it’s publicly-traded in Canada but has its advisors and investors in the U.S., will affect its business.

“I’ll bet 715 of our advisors don’t know this is going on, which is terrific. We’re not hiding it from them but it’s best this way. Advisors are most productive if you keep them at the table with the client being a relationship manager,” he says.

Herrmann says he’s considering taking its business model north of the border.

“If we could be classified as international advisors in Canada and do it efficiently with our infrastructure in the U.S., I would look to do that. If it’s really complicated and expensive, we would probably pass on it,” he says.

@page_break@Loring Ward was previously known as Assante USA prior to the sale of Assante Corp. to CI Fund Management in August 2003 for $846 million.

Loring Ward sold off its business management divisions, which provided wealth management services to athletes and entertainers, last year. IE