TAL International Group, Inc. (NYSE:TAL) (“TAL”) today announced
it has declared a one-time contingent special dividend of $0.54 per
share to TAL stockholders of record as of the close of business on
June 8, 2016, in connection with the previously announced
combination of TAL and Triton Container International Limited
(“Triton”). This dividend is contingent upon approval of the
combination by TAL stockholders. Subject to such approval, the
dividend will be paid on the first business day following the day
of the TAL special meeting of stockholders to approve the proposed
transaction, which is scheduled to take place on June 14, 2016. The
special dividend will not be paid if TAL stockholders do not
approve the proposed transaction.
Transaction Details
On November 9, 2015, TAL and Triton entered into a definitive
agreement under which the companies will combine in an all-stock
merger of equals transaction to create the world’s largest, most
capable and most efficient lessor of intermodal freight containers
with a combined container fleet of nearly five million twenty-foot
equivalent units (“TEU”).
Under the terms of the transaction agreement, Triton and TAL
will combine under a newly formed holding company, Triton
International Limited. Triton shareholders will own 55% of the
equity of the combined company and TAL stockholders will own 45%.
TAL stockholders will receive one common share of TIL for each
share of TAL stock owned.
The proposed transaction is expected to close on or about June
16, 2016, subject to the approval of the proposed transaction by
TAL stockholders and other customary closing conditions.
About Triton Container International Limited
Triton is one of the world’s largest lessors of intermodal cargo
containers. Domiciled in Bermuda and with 19 subsidiary offices in
13 countries, Triton has focused on providing exceptional customer
service, designing and maintaining a superior quality fleet and
operating a world-wide, customer-centric infrastructure. Through
its world-wide network of Triton regional service subsidiaries,
agents and depots, and a dedicated, experienced staff, Triton meets
its customers' needs by providing equipment in demand locations at
flexible and competitive lease terms.
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 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 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; 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. 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/20160525006483/en/
TAL InternationalInvestors:John Burns, (914)
697-2877Senior Vice President & Chief Financial
OfficerorInvestor Relations and Media:The IGB
GroupLeon Berman, (212) 477-8438lberman@igbir.com
Tal Education (NYSE:TAL)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tal Education (NYSE:TAL)
Historical Stock Chart
From Sep 2023 to Sep 2024