TAL International Group, Inc. Announces Intention to Adjourn Special Meeting for Approval of Combination with Triton
Container International Limited to July 12, 2016; Special Dividend of $0.54 per Share to be Paid on June 15, 2016
TAL International Group, Inc. (NYSE:TAL) (“TAL”) today announced that it intends to convene and immediately adjourn the special
meeting of TAL stockholders to be held on June 14, 2016. The special meeting will be adjourned until the special meeting is
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. The purpose of the special meeting is to approve the proposed combination of TAL and Triton Container International Limited
(“Triton”) and to approve certain related proposals that are described in the proxy statement/prospectus filed on May 9, 2016, as
amended or supplemented. The special meeting of TAL’s stockholders will be adjourned in order to give TAL’s stockholders adequate
time to review certain supplemental disclosures with respect to TAL’s proxy statement/prospectus, which was first mailed to TAL’s
stockholders on or about May 9, 2016. TAL notes that it is pleased with the very strong level of support to date from its
stockholders for the proposed combination.
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
$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 $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 $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.
A supplement to the proxy statement/prospectus describing these matters will be mailed commencing on or about June 15, 2016 to
all TAL stockholders who held shares as of the record date of April 25, 2016, and any additional holders of TAL common stock as of
June 14, 2016. A copy of this supplement will be filed with the Securities and Exchange Commission.
In addition, on June 13, 2016, TAL and Triton mutually agreed to extend the End Date (as defined in the transaction agreement,
dated as of November 9, 2015, by and among TAL, Triton, Triton International Limited, Ocean Bermuda Sub Limited and Ocean Delaware
Sub, Inc.) to August 9, 2016.
TAL’s Board of Directors unanimously recommends that TAL’s stockholders vote “FOR” the proposal to adopt the transaction
agreement and “FOR” each of the other proposals to be voted on at the special meeting.
About TAL International Group, Inc.
TAL is one of the world’s largest lessors of intermodal freight containers and chassis with 17 offices in 11 countries. TAL’s
global operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and
Important Cautionary Information Regarding Forward-Looking Statements
Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of
the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “seem,” “seek,” “continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions.
These forward-looking statements include statements regarding our views, estimates, plans and outlook, industry, future events, the
proposed transaction between Triton and TAL, the estimated or anticipated future results and benefits of Triton and TAL following
the transaction, including the availability of appraisal rights in connection with the proposed combination, the likelihood and
ability of the parties to successfully close the proposed transaction, future opportunities for the combined company, estimated
synergies and other statements that are not historical facts. These statements are based on the current expectations of Triton and
TAL management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties
regarding Triton’s and TAL’s respective businesses and the transaction, and actual results may differ materially. These risks and
uncertainties include, but are not limited to, changes in the business environment in which Triton and TAL operate, including
inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which
Triton and TAL operate; changes in taxes, governmental laws, and regulations; competitive product and pricing activity;
difficulties of managing growth profitably; the loss of one or more members of Triton’s or TAL’s management team; the ability of
the parties to successfully close the proposed transaction; the availability of appraisal rights in connection with the proposed
transaction; failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the
transaction or a delay or difficulty in integrating the businesses of Triton and TAL; uncertainty as to the long-term value of
Triton International Limited (“Holdco”) common shares; the expected amount and timing of cost savings and operating synergies;
failure to receive the approval of the stockholders of TAL for the transaction, and those discussed in TAL’s Annual Report on Form
10-K, as amended, for the year ended December 31, 2015 under the heading “Risk Factors,” as updated from time to time by TAL’s
Quarterly Reports on Form 10-Q and other documents of TAL on file with the SEC and in the registration statement on Form S-4 that
was filed with the SEC by Holdco. There may be additional risks that neither Triton nor TAL presently know or that Triton and TAL
currently believe are immaterial which could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide Triton’s and TAL’s expectations, plans or forecasts of future events
and views as of the date of this communication. Triton and TAL anticipate that subsequent events and developments will cause
Triton’s and TAL’s assessments to change. However, while Triton and TAL may elect to update these forward-looking statements at
some point in the future, Triton and TAL specifically disclaim any obligation to do so. These forward-looking statements should not
be relied upon as representing Triton’s and TAL’s assessments as of any date subsequent to the date of this communication.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This communication is not a solicitation of a proxy from any stockholder of TAL. In connection with the proposed transaction, as
stated above, Holdco has filed a registration statement on Form S-4 with the SEC on May 6, 2016 that includes a prospectus of
Holdco and also includes a proxy statement of TAL. The registration statement has been declared effective by the SEC. TAL commenced
mailing the proxy statement/prospectus to its stockholders on or about May 9, 2016 and intends to mail the supplement to the proxy
statement/prospectus commencing on or about June 15, 2016. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING
ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT CONTAINS IMPORTANT INFORMATION. You are able to obtain the proxy
statement/prospectus, as well as other filings containing information about TAL and Triton International Limited free of charge, at
the website maintained by the SEC at www.sec.gov. Copies of the proxy statement/prospectus and the filings with the SEC that are incorporated by
reference in the proxy statement/prospectus can also be obtained, free of charge, by directing a request to TAL International
Group, Inc., 100 Manhattanville Road, Purchase, New York 10577, Attention: Secretary.
The respective directors and executive officers of Triton, TAL and Holdco and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. Information regarding TAL’s directors and executive officers is
available in the Form 10-K/A filed with the SEC on April 22, 2016 and in its proxy statement filed with the SEC on May 9, 2016.
These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in
the proxy solicitation and their respective interests are included in the proxy statement/prospectus filed with the SEC on May 9,
TAL International Group, Inc.
John Burns, 914-697-2900
Senior Vice President and Chief Financial Officer