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EX-99.1 - Yongye International, Inc. | v163469_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of
Report (date of earliest event reported): October 16, 2009
YONGYE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in charter)
Nevada
|
333-143314
|
20-8051010
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
6th Floor,
Suite 608, Xue Yuan International Tower,
No. 1
Zhichun Road, Haidian District, Beijing, PRC
(Address
Of Principal Executive Offices) (Zip Code)
+86 10
8231 8626
(Registrant’s
Telephone Number, Including Area Code)
____________________
(Former
Name or Former Address, is Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of Asstes.
On
October 16, 2009, Yongye International, Inc. (“Yongye” or the “Company”)
completed a restructuring process which involved the purchase of the land,
buildings and equipment which comprises the 10,000 TPA (tonnes per annuam)
capacity fulvic acid nutrient manufacturing facility by its operating subsidiary
Yongye Nonfeng Biotechnology (the “CJV”). The assets involved had
been previously owned by Yongye’s predecessor, Inner Mongolia Yongye
Biotechnology Company (“Inner Mongolia Yongye”) and the restructuring originally
commenced in October 2008 pursuant to the terms of financing arrangements
entered into by Yongye in September 2008 (the “September
Financing”). Inner Mongolia Yongye is owned and controlled by Mr.
Zishen Wu, who is the Chairman, President and CEO of Yongye.
Certain
equipment with a capacity of 2,000 TPA was purchased in October 2008 for
approximately $0.95 million, but in order to complete the process, Yongye needed
to own the fertilizer license issued by the PRC Ministry of Agriculture. The
fertilizer license (the “License”), previously issued to Inner Mongolia Yongye,
was issued in the name of CJV on June 1, 2009, which now permits
Yongye Nongfeng Biotechnology to manufacture its own finished
products. While the deadline for the consummation of the asset
transfer agreement was originally October 11, 2009, the majority investor in the
September Financing had preveiously agreed to waive strict compliance with
respect thereto and on October 16, 2009, the CJV completed the acquisition of
the remaining land and assets related to the manufacture of finished products
from Inner Mongolia Yongye. The cash consideration was approximately
$3.7 million. Additionally, an adjustment was made to increase the
percentage of minority ownership of Inner Mongolia Yongye in the CJV from 0.5%
to 5.0%.
As a
result of the consummation of the CJV Restructuring and the waivers obtained
from the majority investor in the September Financing, Yongye’s largest
shareholder Full Alliance International Limited, is entitled to the return of 2
million shares of Yongye’s common stock that had been placed in escrow for the
benefit of the investors in the September Financing in the event the CJV
Restructuring had not been completed on a timely basis.
A copy of
the press release concerning the completion of the CJV Restructuring is
furnished as Exhibit 99.1 hereto.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits:
No.
|
Description
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99.1
|
Yongye
International, Inc. Press Release, dated October 20,
2009
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
YONGYE
INTERNATIONAL, INC.
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By:
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/s/ Zishen Wu | |
Name: Zishen
Wu
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Title: Chairman,
President and CEO
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Dated:
October 22, 2009
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