BEIJING,
May 27, 2014
/PRNewswire-FirstCall/ -- The Special Committee of the Board
of Directors of Yongye International, Inc. (the "Company", NASDAQ:
YONG) today announced that Institutional Shareholder Services Inc.
("ISS") and Glass Lewis & Co., LLC ("Glass Lewis"), two leading
independent proxy advisory firms, have recommended that the
Company's stockholders vote FOR the amended proposed merger
transaction for $7.10 per share in
cash, as contemplated in the Agreement and Plan of Merger, dated as
of September 23, 2013, as amended on
April 9, 2014 (as so amended, the
"Amended Merger Agreement"), among the Company, Full Alliance
International Limited, Yongye International Limited ("Parent") and
Yongye International Merger Sub Limited ("Merger Sub").
The Special Committee issued the following
statement:
"We are very pleased that two leading independent proxy
advisory firms have independently evaluated the
amended proposed transaction, and recommended,
as we have, that the Company's stockholders vote for the
amended proposal to approve the go-private
transaction."
ISS summarized its recommendation as follows:
"The bid also appeared to offer a meaningful and
substantial premium over the Company's unaffected price in
October 2012 and over the Company's
stock price over the prior three years. Though the bid was public,
the stock traded at a discount to the initial bid for a substantial
period of time, which may indicate that investors had priced in
uncertainty that the transaction would be completed at the price.
In light of the meaningful premium and relatively thorough auction
process, ISS recommended that shareholders approve the initial
offer on February 3,
2014."
"In the vote solicitation for the special meeting, the
majority of disinterested shares voted did, apparently, support the
transaction – yet the will of that majority appears to have been
thwarted simply by the large number of non-votes. As the revised
'disinterested vote' standard continues to give disinterested
shareholders the final say in the transaction, however – and
disinterested shareholders who oppose the transaction continue to
have the same rights and responsibilities of ownership as those who
support the transaction, as they do – the question at Yongye may
come down to whether shareholders believe that active, engaged
participation in corporate governance – especially the act of
voting one's shares – is no more meaningful than non-participation.
On that basis, in this transaction, the board's decision to modify
this incremental voting standard appears to be in the best interest
of shareholders, particularly given that the board negotiated a
higher premium with the consortium in the process."
"Support for the acquisition is warranted in light of the
substantial premium over the unaffected price, the relatively
thorough negotiation process, and the meaningful downside risk to
which shareholders are exposed if the merger is not
approved."
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 go-private transaction.
In connection with the Special Meeting of stockholders to
be held to approve the Amended Merger Agreement, the Company filed
a definitive proxy statement with the Securities and Exchange
Commission (the "SEC") on May 2,
2014, and has mailed the definitive proxy statement to its
stockholders. In addition, certain participants in the proposed
transaction have mailed to the Company's stockholders a Schedule
13E-3 transaction statement. These documents have been 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 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 are
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 is set
forth in the proxy statement and Schedule 13E-3 transaction
statement relating to the proposed merger which have been filed
with the SEC. Additional information regarding the interests of
such potential participants is included in the proxy statement and
Schedule 13E-3 transaction statement and the other relevant
documents filed with the SEC.
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
FTI Consulting
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.