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No. of Recommendations: 2
Sorry for those hoping for more... I believe this story is (unfortunately) over. Pretty much a case of the company being stolen from its shareholders by greedy management.

Gouldberg

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http://www.benzinga.com/news/14/04/4457435/update-yongye-int...

Yongye International, Inc. (NASDAQ: YONG [FREE Stock Trend Analysis]) ("Yongye" or the "Company"), a leading developer, manufacturer and distributor of crop nutrient products in China, today announced that it has entered into an amendment (the "Amendment") to its previously announced agreement and plan of merger dated as of September 23, 2013, among Full Alliance International Limited ("Holdco"), Yongye International Limited ("Parent"), Yongye International Merger Sub Limited ("Merger Sub") and the Company (the "Merger Agreement", and the Merger Agreement as so amended, the "Amended Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the "Merger"). The Amendment follows the revised "going private" proposal from (i) Mr. Zishen Wu ("Mr. Wu"), the Company's Chairman and Chief Executive Officer, (ii) MSPEA Agriculture Holding Limited ("MSPEA"), (iii) Lead Rich International Limited ("Lead Rich") and (iv) Holdco (together with Mr. Wu, MSPEA and Lead Rich, the "Buyer Consortium") to, among others, increase the merger consideration under the Merger Agreement and revise the stockholders' approval requirement of the Merger Agreement. Pursuant to the Amendment, the merger consideration payable to holders of shares of common stock, par value $0.001 per share, of the Company (the "Shares") under the Amended Merger Agreement, other than (i) Shares owned by Holdco, Parent and Merger Sub, including shares to be contributed to Parent by Holdco, Mr. Wu, Prosper Sino Development Limited and MSPEA, immediately prior to the effective time of the Merger pursuant to a contribution agreement, dated as of September 23, 2013, among Parent, Holdco, Mr. Wu, Prosper Sino Development Limited and MSPEA, and (ii) Shares held by the Company or any subsidiary of the Company ((i) and (ii) collectively, the "Excluded Shares"), has been increased from $6.69 per Share to $7.10 per Share. In return for the increased value to holders of Shares (other than the Excluded Shares), the stockholder voting requirement relating to the approval of holders of Shares (other than the Excluded Shares) has been modified such that the amended transaction will require approval by the affirmative vote of the holders of at least a majority of the issued and outstanding Shares (other than the Excluded Shares) that are present in person or by proxy and voting for or against approval of the Amended Merger Agreement at the special stockholders' meeting to be held to approve the Amended Merger Agreement, rather than the prior requirement of the affirmative vote of the holders of at least a majority of the issued and outstanding Shares (other than the Excluded Shares).

The amended transaction includes an increase in the maximum amount of the Company's expenses in connection with the transactions contemplated by the Amended Merger Agreement reimbursable by Holdco and Parent under certain circumstances in which the Amended Merger Agreement is terminated from US$2,000,000 to US$3,000,000.

The amended transaction also extends the termination date from June 23, 2014 to September 22, 2014 such that, subject to certain conditions, the Amended Merger Agreement may be terminated and the Merger may be abandoned by either the Company (upon the approval of the special committee of the Company's Board of Directors (the "Special Committee")) or Parent if the Merger is not consummated on or before September 22, 2014.

The Buyer Consortium intends to finance the increase in the merger consideration through proceeds under the facility made available by China Development Bank Corporation ("CDB") pursuant to the foreign exchange facility contract dated as of September 23, 2013, by and between Parent and CDB (the "Facility Agreement"). The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee, has approved the Amended Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that shareholders of the Company vote to approve the Amended Merger Agreement and the transactions contemplated thereby, including the Merger. The Special Committee negotiated the terms of the Amended Merger Agreement with the assistance of its legal and financial advisors.

The amended transaction, which is currently expected to close before the end of the third fiscal quarter of 2014, is subject to various closing conditions.

The Company intends to establish a new record date and will schedule a special meeting of its stockholders (the "Special Meeting") for the purpose of voting on the approval of the Amended Merger Agreement. If completed, the Merger will result in the Company becoming a privately held company and its shares will no longer be listed on The NASDAQ Global Select Market.

Houlihan Lokey Capital, Inc. is serving as financial advisor to the Special Committee. Cleary Gottlieb Steen & Hamilton LLP is serving as U.S. legal advisor to the Special Committee. Loeb & Loeb LLP is serving as U.S. legal advisor to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to Mr. Zishen Wu and Full Alliance International Limited. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as U.S. legal advisor to MSPEA Agriculture Holding Limited. Weil, Gotshal & Manges LLP is serving as U.S. legal advisor to Lead Rich International Limited. Akin Gump Strauss Hauer & Feld LLP is serving as U.S. legal advisor to Houlihan Lokey Capital, Inc.
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