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 of 1934
Date
of Report (date of earliest event reported): June 30, 2014
YONGYE INTERNATIONAL, INC.
(Exact name of registrant as specified in
charter)
Nevada |
001-34444 |
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 8232 8866
(Registrant’s Telephone Number, Including
Area Code)
(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)
[
] 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))
On
June 30, 2014, Yongye International, Inc. (the “Company”) issued a press release announcing that the parties
are still working on the logistics to complete the amended going private transaction. The escrow agreement between MSPEA Agriculture
Holding Limited, Lead Rich International Limited and The Hongkong and Shanghai Banking Corporation Limited, dated September 23,
2013, as amended on June 21, 2014, has been extended to July 4, 2014. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description |
99.1 |
Press Release dated June 30, 2014 |
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.
Dated:
June 30, 2014
|
YONGYE INTERNATIONAL, INC. |
|
|
|
By: |
/s/ Zishen Wu |
|
Name:
Title: |
Zishen Wu Chief Executive Officer |
Exhibit 99.1
Yongye International, Inc. Updates on
Status of Amended Going Private Transaction
Beijing, June 30, 2014 -- Yongye International, Inc. (NASDAQ:
YONG) ("Yongye" or the "Company"), a leading developer, manufacturer, and distributor of crop nutrient products
in the People's Republic of China, today announced that the parties are still working on the logistics to complete the amended
going private transaction.
At the special meeting of stockholders of the Company (the “Special
Meeting”) held on June 6, 2014, the Company’s stockholders voted in favor of the proposal to approve the agreement
and plan of merger, dated as of September 23, 2013, as amended on April 9, 2014 (as so amended, the “Amended Merger Agreement”),
among the Company, Full Alliance International Limited, a British Virgin Islands company (“Holdco”), Yongye International
Limited (“Parent”), a Cayman Islands exempted company with limited liability wholly-owned by Holdco, and Yongye International
Merger Sub Limited, a Nevada corporation wholly-owned by Parent (“Merger Sub”), providing for the merger of Merger
Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of
Parent.
In connection with the Merger, MSPEA Agriculture Holding Limited
(“MSPEA”), Lead Rich International Limited (“Lead Rich”) and The Hongkong and Shanghai Banking Corporation
Limited (the “Escrow Agent”) have entered into an amendment to the escrow agreement (“Escrow Agreement”),
dated September 23, 2013, among MSPEA, Lead Rich and the Escrow Agent, to extend the term of the Escrow Agreement to June 27, 2014,
which may be further extended to July 4, 2014 upon receipt by the Escrow Agent prior to June 27, 2014 of written notice with respect
to such extension jointly executed by MSPEA and Lead Rich. On June 27, 2014, MSPEA and Lead Rich notified the Escrow Agent to extend
the term of the Escrow Agreement to July 4, 2014.
The parties to the Amended Merger Agreement are currently still
working on the logistics to complete the Merger and expect to be able to complete the Merger by July 4, 2014, subject to the satisfaction
or waiver of the conditions set forth in the Amended Merger Agreement.
While the parties are working collectively to complete the Merger
as soon as possible, there is no assurance that the Merger will be completed on the above timeline or at all. However, if completed,
the Merger would result in the Company becoming a privately held company and its common stock would no longer be listed on the
NASDAQ Global Select Market.
About Yongye International, Inc.
Yongye International, Inc. is a leading
crop nutrient company headquartered in Beijing, 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 2013. 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 www.yongyeintl.com.
Safe Harbor Statement
This press release contains certain statements that may include
"forward-looking statements." All statements other than statements of historical fact included herein are "forward-looking
statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes,"
"expects" or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes
that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties,
and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company's periodic
reports that are filed with the Securities and Exchange Commission and available on the SEC's website (http://www.sec.gov). All
forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety
by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking
statements.
Contacts
Yongye International, Inc.
Ms. Rain Xia
Phone: +86-10-8231-9608
E-mail: ir@yongyeintl.com
FTI Consulting
Mr. John Capodanno (U.S. Contact)
Phone: +1-212-850-5705
E-mail: john.capodanno@fticonsulting.com
Ms. May Shen (China Contact)
Phone: +86-10-8591-1951
E-mail: may.shen@fticonsulting.com
(MM) (NASDAQ:YONG)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
(MM) (NASDAQ:YONG)
Historical Stock Chart
Von Jun 2023 bis Jun 2024