Sept. 23, 2013
/PRNewswire-FirstCall/-- Yongye International, Inc. (NASDAQ: YONG) ("Yongye" or the "Company"), a leading developer, manufacturer and distributor of crop nutrient products in
, today announced that the Company has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Full Alliance International Limited ("Holdco"), a
British Virgin Islands
company, Yongye International Limited ("Parent"), a
exempted company with limited liability, and Yongye International Merger Sub Limited, a
corporation and a wholly-owned, direct subsidiary of Parent ("Merger Sub").
Subject to satisfaction of the Merger Agreement's terms and conditions, upon consummation of the merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, each of the Company's shares of common stock issued and outstanding immediately prior to the effective time of the Merger (the "Shares") will be converted into the right to receive
in cash without interest, except for (i) Shares owned by Holdco, Parent and Merger Sub, including shares to be contributed to Parent by Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA Agriculture Holding Limited, immediately prior to the effective time of the Merger pursuant to a contribution agreement, dated as of
September 23, 2013
, among Parent, Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA Agriculture Holding Limited, and (ii) Shares held by the Company or any subsidiary of the Company ((i) and (ii) collectively, the "Excluded Shares"), which will be cancelled and cease to exist as of the effective time of the Merger. The offer represents a premium of 39.7% over the closing price of the Company's common stock of
per share on
October 12, 2012
, the last trading day prior to the Company's announcement of its receipt of a "going-private" proposal.
Mr. Zishen Wu and Lead Rich International Limited will provide cash equity financing of
, respectively, for the Merger on the terms and subject to the conditions in the equity commitment letters provided by them in connection with the Merger.
Parent has secured (i) senior debt financing for the Merger of up to
from China Development Bank Corporation, Inner Mongolia branch and (ii) mezzanine debt financing for the Merger of
from Lead Rich International Limited. Abax Global Capital (
) Limited and its affiliates are not participating in the transactions contemplated by the Merger Agreement and have terminated the consortium agreement previously entered into with Mr. Zishen Wu, Holdco and MSPEA Agriculture Holding Limited.
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 Merger Agreement and has recommended that the Company's stockholders vote to approve the Merger Agreement. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.