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|TAL INTERNATIONAL GROUP, INC. filed this Form 425 on 06/15/2016|
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including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”
The cost of the appraisal proceeding may be determined by the Delaware Court and taxed against the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each dissenting stockholder is responsible for his or her attorneys’ and expert witness expenses, although, upon application of a dissenting stockholder of TAL, the Delaware Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares of stock entitled to appraisal.
Any holder of shares of TAL common stock who has duly demanded appraisal in compliance with Section 262 will not, after the Effective Time, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the Effective Time.
At any time within 60 days after the Effective Time, any stockholder will have the right to withdraw such demand for appraisal and to accept the Merger Consideration; after this period, the stockholder may withdraw such demand for appraisal only with the consent of TAL. If no petition for appraisal is filed with the Delaware Court within 120 days after the Effective Time, stockholders’ rights to appraisal shall cease, and all holders of shares of TAL common stock will be entitled to receive the Merger Consideration. Inasmuch as TAL has no obligation to file such a petition, and TAL has no present intention to do so, any holder of shares of TAL common stock who desires such a petition to be filed is advised to file it on a timely basis. Any stockholder may withdraw such stockholder’s demand for appraisal by delivering to TAL a written withdrawal of his or her demand for appraisal and acceptance of the merger consideration, except (i) that any such attempt to withdraw made more than 60 days after the Effective Time will require written approval of TAL and (ii) that no appraisal proceeding in the Delaware Court shall be dismissed as to any stockholder without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just.
Voting Instructions for Holders of TAL Common Stock as of the April 25, 2016 Record Date
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 your shares were held in “street name” as of the April 25, 2016 record date, you must follow the directions received from your broker in order to vote your shares or change your vote. 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 ARE 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.
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