NEW YORK, July 3, 2014 /PRNewswire/ -- Yongye
International, Inc. (the "Company", NASDAQ: YONG), a leading
developer, manufacturer, and distributor of crop nutrient products
in the People's Republic of China,
today announced the completion on July 3,
2014, New York time, of the
merger (the "Merger") contemplated by the previously announced
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
("Holdco"), Yongye International Limited ("Parent") and Yongye
International Merger Sub Limited ("Merger Sub"). Under the Amended
Merger Agreement, Merger Sub merged with and into the Company, with
the Company surviving the Merger as a wholly-owned subsidiary of
Parent.
Under the terms of the Amended Merger Agreement, which was
approved by the Company's stockholders at a special meeting held on
June 6, 2014, at the effective time
of the Merger (the "Effective Time"), each share of Company common
stock issued and outstanding immediately prior to the Effective
Time was converted into the right to receive US$7.10 in cash, without interest, less any
applicable withholding taxes, except for the shares of Company
common stock (i) owned by the Company or any subsidiary of the
Company or (ii) owned by Holdco, Parent and Merger Sub, including
shares contributed to Parent by Holdco, Mr. Zishen Wu, Prosper Sino
Development Limited ("Prosper Sino")
and MSPEA Agriculture Holding Limited ("MSPEA"), immediately prior
to the Effective Time pursuant to a contribution agreement, dated
as of September 23, 2013, as amended
on November 25, 2013, among Parent,
Holdco, Mr. Zishen Wu, Prosper Sino
and MSPEA, which were cancelled without receiving any
consideration.
Stockholders of record will receive a letter of transmittal and
instructions on how to surrender their stock certificates in
exchange for the merger consideration. Stockholders should wait to
receive the letter of transmittal before surrendering their stock
certificates.
The Company also announced today that, at its request, on
July 3, 2014, New York time, NASDAQ Stock Market LLC filed a
delisting application on Form 25 with the Securities and Exchange
Commission (the "SEC") to delist and deregister the Company's
common stock. The Company intends to deregister its common stock
and suspend its reporting obligations under the Securities Exchange
Act of 1934, as amended, by promptly filing a Form 15 with the SEC.
The Company's obligations to file with the SEC certain reports and
forms, including Form 10-K, Form 10-Q and Form 8-K, will be
suspended immediately as of the filing date of the Form 15.
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 have been 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.