TAL International Group, Inc. (NYSE:TAL) (“TAL”) today announced
that it intends to convene and immediately adjourn the special
meeting of TAL stockholders to be held on June 14, 2016. The
special meeting will be adjourned until the special meeting is
reconvened at 10:00 a.m., Eastern Time, on July 12, 2016 at the
Crowne Plaza White Plains, 66 Hale Avenue, White Plains, New York
10601. The purpose of the special meeting is to approve the
proposed combination of TAL and Triton Container International
Limited (“Triton”) and to approve certain related proposals that
are described in the proxy statement/prospectus filed on May 9,
2016, as amended or supplemented. The special meeting of TAL’s
stockholders will be adjourned in order to give TAL’s stockholders
adequate time to review certain supplemental disclosures with
respect to TAL’s proxy statement/prospectus, which was first mailed
to TAL’s stockholders on or about May 9, 2016. TAL notes that it is
pleased with the very strong level of support to date from its
stockholders for the proposed combination.
TAL is adjourning the special meeting in order to make
supplemental disclosures regarding the potential ability of its
stockholders to exercise appraisal rights in connection with the
proposed combination. A purported stockholder of TAL owning less
than 1% of TAL’s outstanding common stock has recently asserted
that, as a result of the previously announced special dividend of
$0.54 per share declared by TAL on May 26, 2016, TAL's stockholders
are entitled to appraisal rights in connection with the proposed
combination. Notwithstanding such assertion and the provision of
such supplemental disclosures, TAL believes that TAL stockholders
are not entitled to appraisal rights under Delaware law with
respect to the combination and expects that TAL and the combined
company will oppose any attempted exercise of such rights by
the aforementioned stockholder or any other TAL stockholder. The
Board of Directors of TAL has determined, out of an abundance of
caution, to provide supplemental disclosures to TAL stockholders
describing how any such appraisal rights would be exercised by any
TAL stockholder contending that it is entitled to an appraisal.
The Board of Directors of TAL has determined to waive the
contingency relating to the payment of the $0.54 per share special
dividend declared by TAL on May 26, 2016 so that such dividend is
no longer contingent upon TAL stockholder approval of the
combination with Triton. As a result, the $0.54 per share special
dividend will be paid on June 15, 2016 to holders of TAL common
stock as of the close of business on June 8, 2016. TAL has been
informed by the New York Stock Exchange that TAL’s common stock
will trade ex-dividend commencing on June 15, 2016.
A supplement to the proxy statement/prospectus describing these
matters will be mailed commencing on or about June 15, 2016 to all
TAL stockholders who held shares as of the record date of April 25,
2016, and any additional holders of TAL common stock as of June 14,
2016. A copy of this supplement will be filed with the Securities
and Exchange Commission.
In addition, on June 13, 2016, TAL and Triton mutually agreed to
extend the End Date (as defined in the transaction agreement, dated
as of November 9, 2015, by and among TAL, Triton, Triton
International Limited, Ocean Bermuda Sub Limited and Ocean Delaware
Sub, Inc.) to August 9, 2016.
TAL’s Board of Directors unanimously recommends that TAL's
stockholders vote “FOR” the proposal to adopt the transaction
agreement and “FOR” each of the other proposals to be voted on at
the special meeting.
About TAL International Group, Inc.
TAL is one of the world’s largest lessors of intermodal freight
containers and chassis with 17 offices in 11 countries. TAL's
global operations include the acquisition, leasing, re-leasing and
subsequent sale of multiple types of intermodal containers and
chassis.
Important Cautionary Information Regarding Forward-Looking
Statements
Certain statements included in this communication are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “may,” “should,” “would,” “plan,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “seem,” “seek,” “continue,” “future,” “will,”
“expect,” “outlook” or other similar words, phrases or expressions.
These forward-looking statements include statements regarding our
views, estimates, plans and outlook, industry, future events, the
proposed transaction between Triton and TAL, the estimated or
anticipated future results and benefits of Triton and TAL following
the transaction, including the availability of appraisal rights in
connection with the proposed combination, the likelihood and
ability of the parties to successfully close the proposed
transaction, future opportunities for the combined company,
estimated synergies and other statements that are not historical
facts. These statements are based on the current expectations of
Triton and TAL management and are not predictions of actual
performance. These statements are subject to a number of risks and
uncertainties regarding Triton’s and TAL’s respective businesses
and the transaction, and actual results may differ materially.
These risks and uncertainties include, but are not limited to,
changes in the business environment in which Triton and TAL
operate, including inflation and interest rates, and general
financial, economic, regulatory and political conditions affecting
the industry in which Triton and TAL operate; changes in taxes,
governmental laws, and regulations; competitive product and pricing
activity; difficulties of managing growth profitably; the loss of
one or more members of Triton’s or TAL’s management team; the
ability of the parties to successfully close the proposed
transaction; the availability of appraisal rights in connection
with the proposed transaction; failure to realize the anticipated
benefits of the transaction, including as a result of a delay in
completing the transaction or a delay or difficulty in integrating
the businesses of Triton and TAL; uncertainty as to the long-term
value of Triton International Limited (“Holdco”) common shares; the
expected amount and timing of cost savings and operating synergies;
failure to receive the approval of the stockholders of TAL for the
transaction, and those discussed in TAL’s Annual Report on Form
10-K, as amended, for the year ended December 31, 2015 under the
heading “Risk Factors,” as updated from time to time by TAL’s
Quarterly Reports on Form 10-Q and other documents of TAL on file
with the SEC and in the registration statement on Form S-4 that was
filed with the SEC by Holdco. There may be additional risks that
neither Triton nor TAL presently know or that Triton and TAL
currently believe are immaterial which could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide
Triton’s and TAL’s expectations, plans or forecasts of future
events and views as of the date of this communication. Triton and
TAL anticipate that subsequent events and developments will cause
Triton’s and TAL’s assessments to change. However, while Triton and
TAL may elect to update these forward-looking statements at some
point in the future, Triton and TAL specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Triton’s and TAL’s assessments as of
any date subsequent to the date of this communication.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information
This communication is not a solicitation of a proxy from any
stockholder of TAL. In connection with the proposed transaction, as
stated above, Holdco has filed a registration statement on Form S-4
with the SEC on May 6, 2016 that includes a prospectus of Holdco
and also includes a proxy statement of TAL. The registration
statement has been declared effective by the SEC. TAL commenced
mailing the proxy statement/prospectus to its stockholders on or
about May 9, 2016 and intends to mail the supplement to the proxy
statement/prospectus commencing on or about June 15, 2016.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT
CONTAINS IMPORTANT INFORMATION. You are able to obtain the proxy
statement/prospectus, as well as other filings containing
information about TAL and Triton International Limited free of
charge, at the website maintained by the SEC at www.sec.gov. Copies
of the proxy statement/prospectus and the filings with the SEC that
are incorporated by reference in the proxy statement/prospectus can
also be obtained, free of charge, by directing a request to TAL
International Group, Inc., 100 Manhattanville Road, Purchase, New
York 10577, Attention: Secretary.
The respective directors and executive officers of Triton, TAL
and Holdco and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction.
Information regarding TAL’s directors and executive officers is
available in the Form 10-K/A filed with the SEC on April 22, 2016
and in its proxy statement filed with the SEC on May 9, 2016. These
documents can be obtained free of charge from the sources indicated
above. Other information regarding the participants in the proxy
solicitation and their respective interests are included in the
proxy statement/prospectus filed with the SEC on May 9, 2016.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160613006509/en/
TAL International Group, Inc.John Burns, 914-697-2900Senior Vice
President and Chief Financial Officer
Tal Education (NYSE:TAL)
Historical Stock Chart
From Apr 2024 to May 2024
Tal Education (NYSE:TAL)
Historical Stock Chart
From May 2023 to May 2024