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|TAL INTERNATIONAL GROUP, INC. filed this Form 425 on 06/15/2016|
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As detailed in the Supplement attached to this notice, a court of competent jurisdiction might conclude that holders of TAL common stock are entitled to appraisal rights in connection with the proposed combination if they have complied with the procedures described in more detail in the Supplement. Merely voting against the adoption of the transaction agreement will not preserve any right of TAL stockholders to seek appraisal under Delaware law. Instead, a stockholder wishing to preserve any right to seek appraisal must deliver to TAL, before the special meeting, a separate written demand for appraisal of such stockholder’s shares and must hold such shares continuously through the effective time of the combination. Also, because a submitted proxy not marked “against” or “abstain” will be voted “for” the proposal to adopt the transaction agreement, the submission of a proxy not marked “against” or “abstain” will result in the waiver of any potential appraisal rights. TAL stockholders who hold shares in the name of a bank, broker or other nominee must instruct their nominee to take the steps set forth in the Supplement to seek appraisal for their shares.
We direct your attention to the Supplement accompanying this notice for more detailed information regarding potential appraisal rights. You are also encouraged to read the entire above-mentioned proxy statement/prospectus carefully, including the transaction agreement, which is included as Annex A to the proxy statement/prospectus, and the section entitled “Risk Factors” beginning on page 34 of the proxy statement/prospectus.
TAL also hereby provides notice to its stockholders that 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. In addition, on June 13, 2016, TAL and Triton mutually agreed to extend the End Date (as defined in the transaction agreement) to August 9, 2016. This notice and the accompanying Supplement are being provided at least 20 days before the date on which the special meeting will be reconvened in accordance with Section 262 of the Delaware General Corporation Law. This notice and the accompanying Supplement update the proxy statement/prospectus, and the information contained in this notice and the accompanying Supplement is incorporated by reference into the proxy statement/prospectus.
TAL and Triton cannot complete the proposed combination unless the proposal to adopt the transaction agreement is approved by holders of a majority of the outstanding shares of TAL common stock entitled to vote at the TAL special meeting.
Because the potential for appraisal rights might affect the matters to be voted at the special meeting, we are providing, solely to holders of TAL common stock as of the April 25, 2016 record date for the special meeting, a duplicate proxy card to enable such TAL stockholders to change their vote. If you have not yet voted or would like to change your vote, please complete, sign and date the enclosed proxy card and mail it promptly in the enclosed envelope, or vote electronically via the Internet or telephone as described in greater detail in the proxy statement/prospectus and on the enclosed proxy card. Returning the enclosed proxy card, or voting electronically or telephonically, will not affect your right to vote in person if you attend the special meeting. IF YOU HAVE ALREADY VOTED AND DO NOT WANT TO CHANGE YOUR VOTE, YOU DO NOT NEED TO TAKE ANY ACTION. Please note that if you submit a new proxy card it will revoke all prior proxy cards, so it is important to indicate your vote on each proposal should you elect to return a completed, duplicative proxy card.
IF YOU WERE NOT A HOLDER OF TAL COMMON STOCK AS OF THE APRIL 25, 2016 RECORD DATE, YOU WILL NOT RECEIVE A PROXY CARD, AS YOU ARE NOT ELIGIBLE TO VOTE AT THE SPECIAL MEETING.
TAL’s Board of Directors has unanimously (i) approved the transaction agreement and the consummation of the mergers (as defined in the proxy statement/prospectus) and the other transactions contemplated thereby upon the terms and subject to the conditions set forth in the transaction agreement, (ii) determined that the terms of the transaction agreement, the mergers and the other transactions contemplated by the transaction agreement are fair to, and in the best interest of, TAL and its stockholders, (iii) directed that the transaction agreement be submitted to TAL stockholders for adoption at the special meeting of TAL’s stockholders, (iv) recommended that TAL’s stockholders adopt the transaction
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