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Motley Fool Global Gains / GGS: Yongye International


Subject:  Shareholder's Options given the buyout offer Date:  10/15/2012  10:07 AM
Author:  mekong22 Number:  3431 of 4235

Here's a link to a message I posted last September after chatting with my company's legal dept about going private. I'm still debating my own strategy but will share it on the board once I've decided. I certainly believe the shares are worth much more than $6.60. If sending something through, you'll want to do it quickly, today if possible or tomorrow at the latest to ensure no decision has already been made by the time they hear from you.

Note that Mr Wu is the Chairman of the Board and CEO and he's partially behind this offer so in this case, the Chairman of the Board is not the appropriate person to petition. You should be sending any letters to the members of the Board's Special Committee who will be making the decision on whether to accept the offer, Mr. Sean Shao, Mr. Xiaochuan Guo and Mr. Xindan Li. Once I figure out the best way to get your letter to them, I'll advise

I'll just copy/paste linked message below:

I was speaking to the head of my company's legal dept this afternoon and took advantage of the opportunity to get some info that might be relevant to YONG shareholders, if MS does eventually make an offer to buy out the other shareholders. She had recently been involved in the buyout of a company's minority shareholders so I knew she would be a good source of info.

She believes, that regardless of whether the company is incorporated in Delaware or Nevada, there is technically no requirement that there be a "majority of the minority" vote. However, most Board of Directors will usually require that there be a majority of minority vote before accepting any offer as a CYA, as it gives the Board a better defense from shareholder lawsuits. Even with D&O insurance, the BOD will do what they can to avoid or reduce litigation.

If YONG gets an offer that you, as a shareholder, feel is below a fair value, she recommended writing a letter to the Chairman of the Board to 1) explain why you believe the offer is too low 2) push that they require a majority of the minority vote before acceptance and 3) request a listing of all shareholders.

Now 1) and 2) I had already planned to include in a letter to the Chairman if we end up in this situation. However, I wouldn't have thought of #3. It's an interesting suggestion. The idea is that it puts the Board on notice that shareholders will be fighting the acceptance of any unreasonable offer and that a shareholder may start contacting the other shareholders to recruit others to fight the deal. She thinks this is just the type of thing that would make the BOD nervous about accepting an unreasonably low offer. Ultimately, I think, the threat of shareholder lawsuits (class action, etc) is really the key to this.

Now we're not 100% sure that you are really allowed to contact other shareholders if you do receive the shareholder listing, so if it does get that far, make sure you get some formal advice before doing so. But regardless, we would have nothing to lose by requesting the listing from the Board.

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