BEIJING, April 30, 2014 /PRNewswire-FirstCall/ -- Yongye
International, Inc. (NASDAQ: YONG) ("Yongye" or the "Company"), a
leading developer, manufacturer, and distributor of crop nutrient
products in the People's Republic of
China ("PRC"), today announced that it has established the
close of business on May 5, 2014 as
the record date for its special meeting of stockholders to consider
and vote on, among other things, the proposal to approve the
previously announced Agreement and Plan of Merger, dated as of
September 23, 2013, as amended on
April 9, 2014 (the "Amended Merger
Agreement"), among the Company, Full Alliance International
Limited, Yongye International Limited ("Parent") and Yongye
International Merger Sub Limited ("Merger Sub").
Under the terms of the Amended Merger Agreement, Merger Sub will
be merged with and into the Company, with the Company continuing as
the surviving company after the merger as a wholly owned subsidiary
of Parent (the "Merger"). If the Merger is completed, Yongye
stockholders will be entitled to receive US$7.10 in cash, without interest, less any
applicable withholding taxes, for each share of the Company's
common stock owned immediately prior to the effective time of the
Merger as described in the Amended Merger Agreement.
The Company's Board of Directors, acting upon the unanimous
recommendation of a special committee of the Board of Directors
comprised solely of independent and disinterested directors (the
"Special Committee"), approved and adopted the Amended Merger
Agreement and has recommended that the Company's stockholders vote
to approve the Amended Merger Agreement. The Special Committee
negotiated the terms of the Amended Merger Agreement with the
assistance of its financial and legal advisors.
Any stockholders with questions should contact the Company's
proxy solicitor, MacKenzie Partners at (800) 322-2885 (toll-free in
North America) or collect at +1
(212) 929-5500.
Additional Information and Where to Find it
This communication is neither a solicitation of a proxy nor an
offer to purchase nor a solicitation of an offer to sell any
securities. This communication is also not a substitute for any
proxy statement or other filings that may be made with the SEC with
respect to the Merger.
In connection with the special meeting of stockholders to be
held to approve the Amended Merger Agreement, the Company filed a
preliminary proxy statement with the Securities and Exchange
Commission (the "SEC") on April 28,
2014, and will file with the SEC and mail a definitive proxy
statement to its stockholders. In addition, certain participants in
the proposed transaction will prepare and mail to the Company's
stockholders a Schedule 13E-3 transaction statement. These
documents have been or will be filed with the SEC. INVESTORS
AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH THE SEC CAREFULLY
WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT PARENT, THE COMPANY, THE MERGER, THE PERSONS
SOLICITING PROXIES IN CONNECTION WITH THE MERGER ON BEHALF OF THE
COMPANY AND THE INTERESTS OF THOSE PERSONS IN THE MERGER AND
RELATED MATTERS. In addition to receiving the proxy statement and
Schedule 13E-3 transaction statement by mail, stockholders also
will be able to obtain these documents, as well as other filings
containing information about the Company, the proposed merger and
related matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549. In addition, these documents can be obtained,
without charge, by contacting the Company at Yongye International,
Inc., 6th Floor, Suite 608, Xue Yuan International Tower, No. 1
Zhichun Road, Haidian District, Beijing, PRC, telephone: +86 10 8231 8866.
E-mail: ir@yongyeintl.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from the
Company's stockholders with respect to the proposed merger.
Information regarding the persons who may be considered
"participants" in the solicitation of proxies will be set forth in
the proxy statement and Schedule 13E-3 transaction statement
relating to the proposed merger when it is filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with the SEC when they become available.
About Yongye International, Inc.
Yongye International, Inc. is a leading crop nutrient company
headquartered in Beijing, with its
production facilities located in Hohhot, Inner Mongolia,
China. Yongye's principal product
is a liquid crop nutrient, from which the Company derived
substantially all of the sales in 2013. The Company also produces
powder animal nutrient product which is mainly used for dairy cows.
Both products are sold under the trade name "Shengmingsu," which
means "life essential" in Chinese. The Company's patented formula
utilizes fulvic acid as the primary compound base and is combined
with various micro and macro nutrients that are essential for the
health of the crops. The Company sells its products primarily to
provincial level distributors, who sell to the end-users either
directly or indirectly through county-level and village-level
distributors. For more information, please visit the Company's
website at www.yongyeintl.com.
Safe Harbor Statement
This press release contains certain statements that may include
"forward-looking statements." All statements other than statements
of historical fact included herein are "forward-looking
statements." These forward-looking statements are often identified
by the use of forward-looking terminology such as "believes,"
"expects" or similar expressions, involving known and unknown risks
and uncertainties. Although the Company believes that the
expectations reflected in these forward-looking statements are
reasonable, they do involve assumptions, risks and uncertainties,
and these expectations may prove to be incorrect. You should not
place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. The Company's
actual results could differ materially from those anticipated in
these forward-looking statements as a result of a variety of
factors, including the risk factors discussed in the Company's
periodic reports that are filed with the Securities and Exchange
Commission and available on the SEC's website (http://www.sec.gov).
All forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their
entirety by these risk factors. Other than as required under the
securities laws, the Company does not assume a duty to update these
forward-looking statements.
Contacts
Yongye International, Inc.
Ms. Rain Xia
Phone: +86-10-8231-9608
E-mail: ir@yongyeintl.com
Mr. John Capodanno (U.S.
Contact)
Phone: +1-212-850-5705
E-mail: john.capodanno@fticonsulting.com
Ms. May Shen (China Contact)
Phone: +86-10-8591-1951
E-mail: may.shen@fticonsulting.com
SOURCE Yongye International, Inc.