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SEC Filings

TAL INTERNATIONAL GROUP, INC. filed this Form 425 on 06/15/2016
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acting as agent for the record owner. If a stockholder holds shares of TAL common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.
Within 120 days after the Effective Time, either TAL or any stockholder who has complied with the required conditions of Section 262 may file a petition in the Delaware Court, with a copy served on TAL in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of all dissenting stockholders. There is no present intent on the part of TAL to file an appraisal petition and stockholders seeking to exercise appraisal rights should not assume that TAL will file such a petition or that TAL will initiate any negotiations with respect to the fair value of such shares. Accordingly, holders of TAL common stock who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. Within 120 days after the Effective Time, any TAL stockholder who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from TAL a statement setting forth the aggregate number of shares of TAL common stock not voting in favor of adoption of the transaction agreement and with respect to which demands for appraisal were received by TAL and the number of holders of such shares. Such statement must be mailed within ten days after the written request therefor has been received by TAL.
If a petition for an appraisal is timely filed, at the hearing on such petition, the Delaware Court will determine which stockholders are entitled to appraisal rights. Notwithstanding the provision of this Supplement and the accompanying notice, TAL believes that TAL stockholders are not entitled to appraisal rights under Delaware law with respect to the proposed combination and expects that TAL and the combined company will oppose any attempted exercise of such rights. The Delaware Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such stockholder. Where proceedings are not dismissed, the Delaware Court will appraise the shares of TAL common stock owned by such stockholders, determining the fair value of such shares exclusive of any element of value arising from the accomplishment or expectation of the combination with Triton, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value.
Although TAL believes that the Holdco common shares to be received as consideration in the combination (the “Merger Consideration”) is fair, no representation is made as to the outcome of any appraisal of fair value as determined by the Delaware Court and stockholders should recognize that, if a court of competent jurisdiction determines that appraisal is available in connection with the proposed combination, such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, TAL does not anticipate offering more than the Merger Consideration to any stockholder seeking to exercise appraisal rights and, if a court of competent jurisdiction determines that appraisal is available in connection with the proposed combination, reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of TAL common stock is less than the Merger Consideration. In determining “fair value”, the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value,

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