SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act 1934
Date of Report (date of earliest event reported):
April 9, 2014
(Exact name of registrant as specified in
|(State of Incorporation)
|| (Commission File No.)
6th Floor, Suite 608, Xue Yuan
No. 1 Zhichun Road, Haidian District, Beijing,
(Address Of Principal Executive Offices)
+86 10 8232 8866
(Registrant’s Telephone Number, Including
(Former Name or Former Address, if 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)
x 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))
||Entry into a Material Definitive Agreement |
On April 9, 2014, Yongye International,
Inc. (the “Company”) entered into an amendment (the “Amendment”) to its previously announced agreement
and plan of merger dated as of September 23, 2013, among Full Alliance International Limited (“Holdco”), Yongye International
Limited (“Parent”), Yongye International Merger Sub Limited (“Merger Sub”) and the Company (the “Merger
Agreement”, and the Merger Agreement as so amended, the “Amended Merger Agreement”). The Amendment follows the
revised “going private” proposal from (i) Mr. Zishen Wu (“Mr. Wu”), the Company’s Chairman and Chief
Executive Officer, (ii) MSPEA Agriculture Holding Limited (“MSPEA”), (iii) Lead Rich International Limited (“Lead
Rich”) and (iv) Holdco (together with Mr. Wu, MSPEA and Lead Rich, the “Buyer Consortium”).
Amendment provides for an increase in the per share merger consideration to be paid to holders of shares of common stock, par value
$0.001 per share, of the Company (the “Shares”) under the Amended Merger Agreement, other
than (i) Shares owned by Holdco, Parent and Merger Sub, including shares to be contributed to Parent by Holdco, Mr. Wu, Prosper
Sino Development Limited (“Prosper Sino”) and MSPEA, immediately prior to the effective time of the Merger pursuant
to a contribution agreement, dated as of September 23, 2013, among Parent, Holdco, Mr. Wu, Prosper Sino and MSPEA, and (ii) Shares
held by the Company or any subsidiary of the Company ((i) and (ii) collectively, the “Excluded Shares”), from $6.69
per Share to $7.10 per Share.
The Amendment revises the requirement that
the Merger Agreement be approved by the affirmative vote of the holders of at least a majority of the issued and outstanding Shares
(other than the Excluded Shares) to instead require that the Amended Merger Agreement be approved by the affirmative vote of the
holders of at least a majority of the issued and outstanding Shares (other than the Excluded Shares) that are present in person
or by proxy and voting for or against approval of the Amended Merger Agreement at the stockholders’ meeting.
Amendment provides for an increase in the maximum amount of the Company’s expenses in connection with the transactions contemplated
by the Merger Agreement reimbursable by Holdco and Parent under certain circumstances in which
the Amended Merger Agreement is terminated from US$2,000,000 to US$3,000,000.
The Amendment also extends the termination
date from June 23, 2014 to September 22, 2014 such that, subject to certain conditions, the Amended Merger Agreement may be terminated
and the Merger may be abandoned by either the Company (upon the approval of the special committee of the Company’s Board
of Directors (the “Special Committee”)) or Parent if the proposed Merger is not consummated on or before September
Other than as expressly modified pursuant to the Amendment,
the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission
by the Company on September 23, 2013, remains in full force and effect as originally executed on September 23, 2013. The foregoing
description of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Amendment, attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is
incorporated herein by this reference.
Board Recommendation; Proxy Materials
The Board of Directors, based upon the
unanimous recommendation of the Special Committee approved and adopted the Amendment and has recommended that the Company’s
stockholders vote to approve the Amended Merger Agreement. The Special Committee negotiated the terms of the Amendment with the
assistance of Houlihan Lokey Capital, Inc., which has provided an opinion to the Special Committee to the effect that the amended
merger consideration to be received by holders of the Shares (other than the Excluded Shares) is fair, from a financial point of
view, to such holders.
The Company plans to prepare and mail a
revised proxy statement to its stockholders in connection with a Special Meeting of Stockholders to be held to approve the proposed
Merger with Merger Sub, pursuant to which the Company would be acquired by Parent. In addition, certain participants in the proposed
transaction will prepare and mail to the Company’s stockholders a revised Schedule 13E-3 transaction statement. These documents
will be filed with the Securities and Exchange Commission (the “SEC”) as soon as practical. INVESTORS AND STOCKHOLDERS
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PARENT, THE COMPANY, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION
WITH THE PROPOSED MERGER ON BEHALF OF THE COMPANY AND THE INTERESTS OF THOSE PERSONS IN THE PROPOSED MERGER AND RELATED MATTERS.
In addition to receiving the revised proxy statement and revised Schedule 13E-3 transaction statement by mail, stockholders also
will be 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: email@example.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 will be set forth in the revised proxy
statement and revised Schedule 13E-3 transaction statement relating to the proposed Merger when it is filed with the SEC. Additional
information regarding the interests of such potential participants will be included in the revised proxy statement and revised
Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available.
Cautionary Note Regarding Forward-Looking
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.
On April 9, 2014, the Company issued a press release announcing
it has entered into the Amendment to its previously announced Merger Agreement.
A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, the Company plans to file
with the SEC an amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 to include additional
disclosure with respect to, among other things, the new manufacturing facility described in the Company’s definitive proxy
statement filed with the SEC on January 9, 2014.
||Financial Statements and Exhibits.|
||Amendment No.1 to the Agreement and Plan of Merger among Full Alliance International Limited, Yongye International Limited, Yongye International Merger Sub Limited and the Company, dated April 9, 2014|
||Press Release dated April 9, 2014|
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.
Dated: April 9, 2014
||YONGYE INTERNATIONAL, INC.|
||/s/ Zishen Wu
||Name: Zishen Wu|
Title: Chief Executive Officer