Oct. 15, 2012
/PRNewsiwre-Firstcall/ -- Yongye International, Inc. (NASDAQ: YONG) ("Yongye" or the "Company"), a leading developer, manufacturer and distributor of crop nutrient products in
, today announced that its Board of Directors has received a preliminary, non-binding proposal letter dated
October 15, 2012
from (i) Mr. Zishen Wu ("Mr. Wu"), the Company's Chairman and Chief Executive Officer, (ii) Full Alliance International Limited ("Full Alliance"), (iii) MSPEA Agriculture Holding Limited ("MSPEA"), and (iv) Abax Global Capital (
) Limited, on behalf of funds managed and/or advised by it and its nominee entities and its and their affiliates (collectively, "Abax," together with Mr. Wu, Full Alliance and MSPEA, the "Buyer Parties"), to acquire all of the outstanding shares of common stock of the Company not currently owned by the Buyer Parties in a going private transaction for
per share of common stock in cash, subject to certain conditions.
According to the proposal letter, an acquisition vehicle will be formed for the purpose of completing the acquisition, and the acquisition is intended to be financed through a combination of debt and equity capital. Equity financing will be provided by the Buyer Parties or their affiliates in the form of cash and/or rollover equity in the Company. Debt financing will be primarily provided by third party financial institutions. The proposal letter states that the Buyer Parties have been in discussions with a Chinese bank which is experienced in financing going private transactions and has expressed interest in providing loans to finance the acquisition. Please refer to the enclosed Exhibit A for a copy of the proposal letter.
A special committee (the "Special Committee") of the Board of the Directors, consisting of Mr.
and Mr. Xindan Li, was formed to consider certain potential transactions involving the Company (including this proposal) and has retained
Cleary Gottlieb Steen
& Hamilton LLP as its legal counsel to assist it in consideration of such matters. The Special Committee will also retain an independent financial advisor to assist it in its work. The Board of Directors cautions the Company's stockholders and others considering trading in its securities that the Board has just received the non-binding proposal from the Buyer Parties and that no decisions have been made by the Special Committee with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
About Yongye International, Inc.
Yongye International, Inc. is a leading crop nutrient company headquartered in
, 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 2011. 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
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this announcement may be viewed as "forward-looking statements" within the meaning of Section 27A of U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. The accuracy of these statements may be affected by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. The Company undertakes no ongoing obligation, other than that imposed by law, to update these statements.