Filed by Triton Container International Limited
pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: TAL International Group, Inc.
Commission File No. 001-32638
Date: November 12, 2015
Dear [Customer Name],
As a valued Triton customer, I wanted to share some news with you about the future of our company. Today we announced that we have reached an agreement to combine with TAL International in a merger of equals. (A copy of the press release is attached.)
This is a transformative step for both companies, creating the world’s largest intermodal container lessor. The new company, which will operate under the name Triton International Limited, will be a larger, stronger organization.
TAL International is the ideal partner for us – we have complementary operations and enjoy similar cultures. Joining forces, we will be able to effectively leverage our regional and product line strengths, delivering increased supply capability and support. For example, we will have significantly enhanced operating and systems capability and an expanded fleet size, including nearly five million TEU and all major container types.
Triton and TAL International share a strong commitment to very high standards of customer service, reliability and operational excellence – and those will be the pillars of the new company. The combined company will maintain significant operating subsidiaries worldwide. The integration planning process is underway and we want to assure you that this will be a seamless transition for you.
We also wanted to share that Ed Schneider, our Co-Founder and Chairman, has announced that he will retire after seeing the transaction through to the close. At that time, TAL International’s Chief Executive Officer Brian Sondey will serve as Chief Executive Officer of Triton International. Triton’s President and Chief Executive Officer Simon Vernon will serve as President of the combined company and TAL International’s Chief Financial Officer John Burns will serve as Chief Financial Officer.
This all-stock transaction will not require any incremental debt and will enable us to continue investing in our business. In addition, both companies have significant undrawn financing availability for capital expenditures under their existing credit facilities, which will largely remain in place.
Today’s announcement is just the first step in the process; we expect the transaction to be completed in the first half of 2016. Until then, Triton and TAL International will operate as separate companies, meaning it remains business as usual here at Triton.
As always, feel free to contact me or your Triton representative if you have any questions. We value your business and appreciate your continued loyalty.
Sincerely,
[Name]
[Title]
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 industry, future events, the proposed
transaction between Triton and TAL International, the estimated or anticipated future results and benefits of Triton and TAL International
following the transaction, including estimated synergies, the likelihood and ability of the parties to successfully close the proposed
transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements
are based on the current expectations of Triton and TAL International management and are not predictions of actual performance.
These statements are subject to a number of risks and uncertainties regarding Triton’s and TAL International’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 International operate, including inflation and interest rates,
and general financial, economic, regulatory and political conditions affecting the industry in which Triton and TAL International
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 International’s management team; the ability
of the parties to successfully close the proposed transaction, including the risk that the required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected
benefits of the 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 International; uncertainty
as to the long-term value of Triton International common shares; the expected amount and timing of cost savings and operating synergies;
failure to receive the approval of the stockholders of Triton and TAL International for the transaction, and those discussed in
TAL International’s Annual Report on Form 10-K for the year ended December 31, 2014 under the heading “Risk Factors,”
as updated from time to time by TAL International’s Quarterly Reports on Form 10-Q and other documents of TAL International
on file with the Securities and Exchange Commission (“SEC”) or in the registration statement on Form S-4 that will
be filed with the SEC by Triton International. There may be additional risks that neither Triton nor TAL International presently
know or that Triton and TAL International 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 International’s
expectations, plans or forecasts of future events and views as of the date of this communication. Triton and TAL International
anticipate that subsequent events and developments will cause Triton’s and TAL International’s assessments to change.
However, while Triton and TAL International may elect to update these forward-looking statements at some point in the future, Triton
and TAL International specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon
as representing Triton’s and TAL International’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.
Additional Information
This communication is not a solicitation of a proxy from any stockholder of TAL International. In connection with the proposed
transaction, Triton International will file with the SEC a registration statement on Form S-4 that will constitute a prospectus
of Triton International and include a proxy statement of TAL International. TAL International will mail the proxy statement/prospectus
to stockholders. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain the proxy statement/prospectus, as well as other filings containing information about TAL
International 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 will be 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 International and Triton International and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding TAL International’s directors and executive officers is available in its proxy statement filed with the SEC on March 19, 2015. 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 will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.