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TAL International to Adjourn Special Meeting on Triton Container Merger.

M2 EQUITYBITES-June 14, 2016-TAL International to Adjourn Special Meeting on Triton Container Merger

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14 June 2016 - US-based container lessor TAL International Group, Inc. (NYSE: TAL) plans to convene and immediately adjourn the special meeting of TAL stockholders to be held on 14 June, the company said.

The special meeting will be adjourned until the special meeting is reconvened on 12 July to approve the proposed combination of TAL and Bermuda-based intermodal container leasing operator Triton Container International Ltd.

TAL is adjourning the special meeting in order to make supplemental disclosures 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 USD 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 assertion and the provision of such supplemental disclosures, 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 by the aforementioned stockholder or any other TAL stockholder.

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 stockholder contending that it is entitled to an appraisal.

The board of directors of TAL has determined to waive the contingency relating to the payment of the USD 0.54 per share special dividend declared by TAL on May 26, 2016 so that such dividend is no longer contingent upon TAL stockholder approval of the combination with Triton.

As a result, the USD 0.54 per share special dividend will be 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 will trade ex-dividend commencing on June 15, 2016.

Last November, Triton Container and TAL International entered into a definitive agreement under which the companies will combine in an all-stock merger transaction, the companies said.

The transaction, which has been unanimously approved by the boards of directors of both companies, will create the world's largest lessor of intermodal freight containers with a combined container fleet of nearly five m twenty-foot equivalent units and revenue earning assets of USD 8.7bn.

Triton shareholders will own 55% of the equity of the combined company and TAL International shareholders will own 45%. TAL International shareholders will receive one common share of Triton International for each share of TAL International stock owned.

TAL International shareholders will also receive a special dividend of USD 0.54 per share upon closing of the transaction.

Triton was founded in 1980 and is currently owned by Warburg Pincus LLC and Vestar Capital Partners, along with other private investors, including members of Triton management.

The company operates a container fleet of 2.4m TEU, services its customers through 19 subsidiary offices in 13 countries and is domiciled in Bermuda.

TAL International was founded in 1963 and has been publicly listed since 2005. TAL International operates a container fleet of 2.4m TEU, services its customers through 17 offices in 11 countries and is domiciled in Delaware.

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Publication:M2 EquityBites (EQB)
Date:Jun 14, 2016
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