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425
TAL INTERNATIONAL GROUP, INC. filed this Form 425 on 06/15/2016
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t1601567-425 - none - 2.0572057s
Filed by TAL International Group, Inc.
pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended
Subject Company: TAL International Group, Inc.
Commission File No. 001-32638
Date: June 15, 2016​
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TAL International Group, Inc.
100 Manhattanville Road
Purchase, New York 10577
Supplement to Proxy Statement/PROSPECTUS – Your Vote is Very Important
NOTICE OF adjourned SPECIAL MEETING OF STOCKHOLDERS for Approval of proposed Combination with Triton Container International Limited TO BE reconvened ON JULY 12, 2016 AND NOTICE OF POTENTIAL APPRAISAl rightS
Dear Stockholders:
We are sending you this notice to provide additional information to you with respect to your potential right to appraisal under Delaware law in connection with the proposed combination between TAL International Group, Inc. (“TAL”) and Triton Container International Limited (“Triton”). As detailed below, the special meeting of TAL’s stockholders, which was originally announced to be held on June 14, 2016, was convened on such date and then immediately adjourned. The special meeting will be 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, to give you time to review these additional disclosures.
On or about May 9, 2016, we mailed to holders of TAL common stock as of the record date of April 25, 2016, a proxy statement/prospectus, included in the Registration Statement on Form S-4 (Registration No. 333-208757) filed by Triton International Limited (“Holdco”) with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on May 9, 2016, and in the definitive proxy statement/prospectus included in the Schedule 14A filed by TAL on May 9, 2016, relating to the proposed combination of TAL and Triton.
TAL has adjourned the special meeting for approval of the proposed combination with Triton in order to make supplemental disclosures accompanying this notice (the “Supplement”) 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 assertions and the provision of this notice and the accompanying Supplement, 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. The Board of Directors of TAL has determined, out of an abundance of caution, to provide the Supplement to TAL stockholders describing how any such appraisal rights would be exercised by any TAL stockholders contending that they are entitled to an appraisal.
The Board of Directors of TAL has also waived 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 was no longer contingent upon TAL stockholder approval of the combination with Triton. As a result, the $0.54 per share special dividend was 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 began trading ex-dividend on June 15, 2016.

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