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Actionable news in TAL: TAL INTERNATIONAL GROUP Inc,

Prospectuses and communications, business combinations

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

To all colleagues:

We would like to thank you all for your ongoing commitment, hard work and patience. We are very aware that waiting for the merger process to conclude has been stressful, especially when coupled with the very difficult market environment we face. We appreciate the way everyone has contributed to the integration effort when asked, and at the same time remained focused on their jobs while waiting for news.

We would like to share recent progress on the merger and provide an overall update on the project. We are also setting a date for when we will finalize some key decisions and provide more organizational clarity for the new Triton International.

S-4 Registration Statement and Merger Timing

Given that we have already received the required anti-trust approvals, the timing of the merger will likely be determined by when we can schedule the TAL shareholder vote. As described in our last note, the materials TAL will send to its shareholders to help them evaluate the transaction (the S-4 registration statement) have been filed with the United States Securities and Exchange Commission (“SEC”) and the SEC must declare the S-4 registration statement effective before the vote can be scheduled. We filed the first draft of the S-4 in December and we have since received two rounds of comments from the SEC.

Over the last few weeks we have been in the process of responding to the second round of the SEC’s comments and updating the financial information in the filing to include full year 2015 financial information for both companies. We filed an amended statement with the SEC on Friday afternoon. We are hopeful that this will enable us to schedule a shareholder vote and close the merger by the end of June.

The process of drafting the S-4 and completing the year-end financial audits continued to require an enormous effort from the Accounting and Finance teams of both companies. Thank you again for your extraordinary efforts.

We recently sent a note describing the selection of the IT systems for the new company. As we described, the systems platform for the new company will be a combination of Triton’s TriFleet fleet management system and TAL’s PeopleSoft accounting system.

The IT teams of both companies have kicked off the systems integration process, and we expect that both of them will be working on this project for an extended period of time. The success of the IT integration project is critical to our ability to effectively operate as one company, and will impact many other parts of the merger and overall integration. It is important that all of us do whatever we can to support this effort.

We identified the commercial leadership team for Triton International earlier this year, and they have subsequently been working both in small groups and in “all-hands” meetings to prepare for the merger. We have more recently started to work on integration planning for headquarters and support functions. This second part of the process has lagged behind the commercial organization planning since we waited for Systems and IT selection to be finalized, and we also did not want integration planning tasks to get in the way of the efforts to complete the S-4 registration statement and year-end financial audits.

Integration planning for the commercial organization has focused on four main tasks:

· Building out the target organization structure for the new company and identifying staff for all levels of the new commercial organization.

· Comparing key processes of each company...


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