Triton Container International Limited and TAL International Group, Inc. Complete Combination to Form Triton International Limited
Triton Container International Limited (“Triton”) and TAL International Group, Inc. (NYSE: TAL) (“TAL”) announced today that they have completed their combination to form Triton International Limited (NYSE: TRTN) (“TIL”). TIL is the world’s largest, most capable and most efficient lessor of intermodal freight containers. With a combined container fleet of nearly five million twenty-foot equivalent units (TEU), revenue earning assets of $8.7 billion and an estimated global market share of 25%, TIL serves virtually every major shipping line in the world. The newly formed company expects to achieve $40 million in annual cost synergies.
Following the approval of the transaction earlier today at a special meeting of TAL stockholders and the closing of the transaction, shares of TAL common stock will cease trading on the New York Stock Exchange prior to the opening of the market tomorrow. Triton International Limited will begin trading tomorrow, July 13, 2016, on the New York Stock Exchange.
In accordance with the terms of the transaction agreement, Triton shareholders own approximately 55% of the equity of the combined company and TAL stockholders own approximately 45%. TAL stockholders became entitled to receive one common share of TIL for each share of TAL stock owned upon the closing of the merger.
Brian Sondey, Chairman and Chief Executive Officer, TIL, stated, “We are pleased to close this transformational transaction and look forward to capitalizing on the significant operating and financial benefits of the combination to provide an unmatched level of service to our customers and create long-term value for our shareholders.”
About Triton International Limited
Triton International Limited (“TIL”) (NYSE: TRTN) was created by the merger of Triton Container International Limited and TAL International Group, Inc. TIL is the world’s largest lessor of intermodal freight containers and chassis. With a container fleet of nearly five million twenty-foot equivalent units (TEU), TIL’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.
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 transaction between Triton and TAL, the estimated or anticipated future results and benefits of Triton and TAL following the transaction, including estimated synergies, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of TIL management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding TIL’s 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 TIL operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which TIL operates; 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 TIL’s management team; failure to realize the anticipated benefits of the transaction, including a delay or difficulty in integrating the businesses of Triton and TAL; uncertainty as to the long-term value of TIL common shares; the expected amount and timing of cost savings and operating synergies; 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 and TIL’s Quarterly Reports on Form 10-Q and other documents of TAL and TIL on file with the SEC and in the registration statement on Form S-4 that was filed with the SEC by TIL. There may be additional risks that neither TIL presently knows or that TIL currently believes are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide TIL’s expectations, plans or forecasts of future events and views as of the date of this communication. TIL anticipates that subsequent events and developments will cause TIL’s assessments to change. However, while TIL may elect to update these forward-looking statements at some point in the future, TIL specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing TIL’s assessments as of any date subsequent to the date of this communication.
Triton International Limited
Investors:
John Burns, 914-697-2900
Senior Vice President & Chief Financial Officer
or
Investor Relations and Media Contacts:
The IGB Group
Leon Berman, 212-477-8438
[email protected]
Copyright Business Wire 2016
Merck’s Healthcare Services & Solutions Invests in Majority Stake in StayWell
Yardley, Pa. – July 11, 2016 – The StayWell Company LLC (“StayWell” or “the Company”), a portfolio company of Vestar Capital Partners (“Vestar”), today announced that Healthcare Services & Solutions, LLC (“HSS”), a wholly owned subsidiary of Merck & Co., Inc., Kenilworth, New Jersey, U.S.A. (“Merck”), has invested in a majority stake in the Company.
StayWell will continue to operate as an independent entity after the transaction. Vestar will retain a significant minority stake in the Company. Terms of the transaction were not disclosed.
HSS offers services and solutions that help patients, providers, and payors around the world achieve improved health care outcomes more efficiently and at a lower cost, through cutting-edge illness prevention and wellness programs and care management offerings. HSS operates as a separate business unit, independent from Merck’s pharmaceutical products business. Merck is known as MSD outside the United States and Canada.
“Allying StayWell with a Fortune ‘100’ global leader in health care provides access to increased resources that will propel StayWell’s product development and innovation. We look forward to offering our clients improved services and solutions to address their health care challenges, business objectives, and organizational needs,” said Bill Goldberg, Chief Executive Officer, StayWell.
“In addition, HSS’s existing portfolio of services and solutions has the potential to grow StayWell’s offerings and client base,” said Goldberg. “Longer term, HSS’s global reach and network will enable StayWell to offer expanded support to its global customers. StayWell will be better positioned to respond to industry trends and changing client needs.”
“The StayWell organization offers several significant enhancements for the existing HSS businesses, particularly with its rich health care content, delivered across multiple channels,” said Guy Eiferman, Managing Director, HSS. “StayWell also brings a large customer base, particularly in its domestic U.S. commercial footprint which includes hospitals, health care providers, health plans, major employers, and leading health advocacy organizations. Our shared emphasis on improving health outcomes, combined with our strong foundations in data, science, and evidence-based offerings, will provide new opportunities for both organizations as a result of this transaction.”
“Partnering with HSS will take StayWell to the next level of growth,” said Andrew Cavanna, Managing Director, Vestar. “We believe that our investment will be greatly enhanced by HSS’s market knowledge, suite of products, and executive leadership.”
Kirkland & Ellis LLP and Wells Fargo Securities advised Vestar. Covington & Burling LLP, Piper Jaffray & Co., and Accenture advised HSS.
About HSS
Healthcare Services & Solutions, LLC (HSS) is a subsidiary of Merck & Co., Inc., Kenilworth, New Jersey, U.S.A. that operates independently from the pharmaceutical business as a separate business unit, enabling HSS to build on a rich legacy and to explore new opportunities in human health care while leveraging its parent company's corporate capabilities in the health care industry, science, regulatory affairs, and outcomes research. Doing so allows HSS to develop and commercialize global value-added services and solutions with an evidence-based approach. For more information, please visit www.healthcareservicesandsolutions.com
About StayWell
StayWell is a health engagement company that helps its clients engage and educate people to improve health and business results. StayWell brings decades of experience working across the health care industry to design solutions that address its clients’ evolving needs. We fuse expertise in health engagement and the science of behavior change with an integrated portfolio of solutions and robust content assets to effectively engage people to make positive health care decisions. StayWell programs have received numerous top industry honors, including the C. Everett Koop National Health Award and the Web Health Award for health engagement programs. StayWell also has received URAC and NCQA accreditation for several of its programs. StayWell is headquartered in Yardley, Pennsylvania, and also has major locations in Salt Lake City, Utah and St. Paul, Minnesota. To learn more, visit www.staywell.com
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private equity firm currently managing approximately $5 billion in capital. Specializing in management buyouts and growth capital investments, Vestar invests and collaborates with incumbent management teams and private owners to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business and Financial Services. Since Vestar’s founding in 1988, Vestar funds have completed 75 investments in companies with a total value of more than $40 billion. For more information, please visit www.vestarcapital.com
About Merck
For 125 years, Merck has been a global health care leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to health care through far-reaching policies, programs, and partnerships. For more information, visit www.merck.com