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|TAL INTERNATIONAL GROUP, INC. filed this Form 425 on 06/15/2016|
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disruption to their operations from failures of or attacks on our information technology systems;
their compliance with laws and regulations related to security, anti-terrorism, environmental protection and corruption;
their ability to obtain sufficient capital to support their growth;
restrictions on their businesses imposed by the terms of their debt agreements; and
other risks and uncertainties, including those listed under the caption “Risk Factors” beginning on page 34 of the proxy statement/prospectus.
The foregoing list of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in the proxy statement/prospectus. Any forward-looking statements made in the proxy statement/prospectus, as supplemented by this Supplement, are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, TAL, Triton, Holdco or their respective businesses or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Important Information for Investors and Stockholders
Holdco has filed with the SEC a Registration Statement on Form S-4 that was declared effective by the SEC on May 9, 2016. This Registration Statement includes a proxy statement/prospectus in connection with the proposed TAL merger. TAL urges investors and stockholders to read the proxy statement/prospectus, as supplemented by this Supplement, and any other relevant documents filed by TAL or Holdco with the SEC because they contain important information.
Investors and stockholders are currently able to obtain the proxy statement/prospectus, this Supplement and other documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by TAL will be available free of charge on the investor relations portion of the TAL website at www.talinternational.com.
TAL has convened and immediately adjourned the special meeting of TAL stockholders, originally announced to be held on June 14, 2016, for approval of the proposed combination with Triton in order to make this 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 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 supplemental disclosures 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 (the “Special Dividend”) 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 commencing on June 15, 2016.
If the proposed combination is completed, it is possible that a court of competent jurisdiction would conclude that TAL’s stockholders are entitled to appraisal rights with respect to the combination under Section 262 of the Delaware General Corporation Law, which is referred to as Section 262, provided that they have complied with the conditions established by Section 262.
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