Tuesday, October 1, 2013

Yongye International signed Merger Agreement with BVI- and Cayman Islands-based companies

Yongye International, Inc., a NASDAQ-listed Chinese company engaged in development, manufacturing and distribution of crop nutrient products in the PRC, entered into an Agreement and Plan of Merger with Full Alliance International Limited, incorporated in the British Virgin Islands, Yongye International Limited, a Cayman Islands exempt company with limited liability, and Nevada-based Yongye International Merger Sub Limited, which is wholly-owned direct subsidiary of the Cayman Islands company.

Under the terms of the merger agreement, Nevada corporation will merge with and into Yongye International, Inc., the last one continuing as the surviving corporation and a wholly-owned subsidiary of the CI-based Yongye International Limited. Each of the common stock shares of the Chinese company will be converted into the right to receive US$6.69 in cash without interest, except for shares owned by the BVI-registered Full Alliance International Limited, Cayman Islands-registered Yongye International Limited and Nevada-incorporated Yongye International Merger Sub Limited.

In connection with the merger transaction, Yongye International Limited has secured senior debt financing of up to $214 million from China Development Bank Corporation, Inner Mongolia branch and mezzanine debt financing for the merger of US$35 million from Lead Rich International Limited.

The transaction is expected to close before the end of the first fiscal quarter of 2014. The Board of Directors of Yongye International, Inc., acting upon the unanimous recommendation of a special committee of the Board of Directors, approved and adopted the merger agreement and has recommended that the company's stockholders vote to approve it. Upon completion of the merger, Yongye International, Inc. will become a privately held company and its shares will be delisted from the NASDAQ Global Market.