Triton and TAL International Receive All Required Antitrust Clearances for Proposed Combination
January 21 2016 - 4:15PM
Business Wire
Triton Container International Limited (“Triton”) and TAL
International Group, Inc. (NYSE:TAL) (“TAL International”) today
announced that all required antitrust clearances for their proposed
combination have been obtained. On December 7, 2015, the U.S.
Federal Trade Commission granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act. On
December 21, 2015, the Federal Cartel Office of Germany provided
unconditional clearance of the proposed transaction, and on January
5, 2016, the Fair Trade Commission of South Korea provided
unconditional clearance of the proposed transaction. As previously
announced, on November 9, 2015, TAL International and Triton
entered into a definitive agreement under which the companies will
combine in an all-stock merger of equals transaction.
Also as previously announced, on December 24, 2015, Triton
International Limited (“Holdco”) filed a registration statement on
Form S-4 (“S-4”), which includes a preliminary proxy statement of
TAL International and a preliminary prospectus of Holdco. The
information contained in the S-4 is subject, in its entirety, to
completion and amendment as described within the document. Triton
shareholders have approved the transaction. A special meeting of
TAL International’s stockholders to vote on the combination will be
scheduled in conjunction with the registration statement being
declared effective by the United States Securities and Exchange
Commission. The transaction is expected to be completed in the
first half of 2016. Additional information about the transaction is
contained in the S-4.
Company Backgrounds
Triton was founded in 1980 and is currently owned by Warburg
Pincus LLC and Vestar Capital Partners, along with other private
investors, including members of Triton management. Triton operates
a container fleet of 2.4 million TEU, services its customers
through 19 subsidiary offices in 13 countries and is domiciled in
Bermuda.
TAL International was founded in 1963 and has been publicly
listed since 2005. TAL International operates a container fleet of
2.4 million TEU, services its customers through 17 offices in 11
countries and is domiciled in Delaware.
Forward-Looking Statements
Certain statements included in this press release 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
industry, future events, the proposed transaction between Triton
and TAL International, the estimated or anticipated future results
and benefits of Triton and TAL International following the
transaction, including estimated synergies, the likelihood and
ability of the parties to successfully close the proposed
transaction, future opportunities for the combined company, and
other statements that are not historical facts. These statements
are based on the current expectations of Triton and TAL
International management and are not predictions of actual
performance. These statements are subject to a number of risks and
uncertainties regarding Triton’s and TAL International’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 International operate, including inflation and interest rates,
and general financial, economic, regulatory and political
conditions affecting the industry in which Triton and TAL
International 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 International’s management team; the ability of the
parties to successfully close 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
International; uncertainty as to the long-term value of Holdco
common shares; the expected amount and timing of cost savings and
operating synergies; failure to receive the approval of the
stockholders of TAL International for the transaction, and those
discussed in TAL International’s Annual Report on Form 10-K for the
year ended December 31, 2014 under the heading “Risk Factors,” as
updated from time to time by TAL International’s Quarterly Reports
on Form 10-Q and other documents of TAL International on file with
the Securities and Exchange Commission ("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
International presently know or that Triton and TAL International
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 International’s expectations, plans or forecasts
of future events and views as of the date of this press release.
Triton and TAL anticipate that subsequent events and developments
will cause Triton’s and TAL International’s assessments to change.
However, while Triton and TAL International may elect to update
these forward-looking statements at some point in the future,
Triton and TAL International specifically disclaim any obligation
to do so. These forward-looking statements should not be relied
upon as representing Triton’s and TAL International’s assessments
as of any date subsequent to the date of this press release.
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 International. In connection with the proposed
transaction, as stated above, Holdco has filed with the SEC a
registration statement on Form S-4 that includes a preliminary
prospectus of Holdco and also includes a preliminary proxy
statement of TAL International. The SEC has not yet declared the
registration statement effective. After it is declared effective,
TAL International will mail the proxy statement/prospectus to its
stockholders. 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 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
International 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 International’s
directors and executive officers is available in its proxy
statement filed with the SEC on March 19, 2015. 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 and will be contained in other relevant
materials to be filed with the SEC when they become available.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160121006307/en/
TAL InternationalInvestors:John Burns,
914-697-2877Senior Vice President & Chief Financial
OfficerorTritonInvestors:Steve Controulis,
415-956-6311Senior Vice President & Chief Financial Officer
Tal Education (NYSE:TAL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tal Education (NYSE:TAL)
Historical Stock Chart
From Apr 2023 to Apr 2024