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): January 10, 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, 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)
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))
Item 8.01 Other Event
On January 10, 2014, Yongye International, Inc. (the “Company”) issued a press release announcing that it has established February 19, 2014 as the date of its special meeting of stockholders to consider and vote on, among other things, the proposal to approve the previously announced Agreement and Plan of Merger dated as of September 23, 2013, by and among the Company, Full Alliance International Limited, Yongye International Limited and Yongye International Merger Sub Limited. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The press release may be deemed to be solicitation material in respect of the proposals described in the Company’s definitive proxy statement on Schedule 14A, filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 9, 2014. In addition, certain participants in the proposed transaction will prepare and mail to the Company’s stockholders a Schedule 13E-3 transaction statement. These documents have been filed with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PARENT, THE COMPANY, THE MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE MERGER ON BEHALF OF THE COMPANY AND THE INTERESTS OF THOSE PERSONS IN THE MERGER AND RELATED MATTERS. In addition to receiving the proxy statement and Schedule 13E-3 transaction statement by mail, stockholders also are 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: ir@yongyeintl.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 are set forth in the definitive proxy statement and Schedule 13E-3 transaction statement relating to the proposed merger. Additional information regarding the interests of such potential participants is included in the definitive proxy statement and Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in the press release 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release dated January 10, 2014. |
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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. | ||
| By: | /s/ Zishen Wu | |
|
Name: Zishen Wu Title: Chief Executive Officer
| ||
| Dated: January 10, 2014 | ||
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Exhibit 99.1
Yongye International, Inc. Sets Meeting Date for Special Meeting of Stockholders to Approve Merger Agreement
BEIJING, Jan. 10, 2014 /PRNewswire-FirstCall/ -- 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 ("PRC"), today announced that it has called a special meeting of its stockholders (the "Special Meeting"), to be held on February 19, 2014 at 10 a.m., Beijing time, at Jinshan Economic Development Zone, Hohhot City, Inner Mongolia, the People's Republic of China, to consider and vote on, among other things, the proposal to approve the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 23, 2013, by and among the Company, Full Alliance International Limited, Yongye International Limited ("Parent") and Yongye International Merger Sub Limited ("Merger Sub").
Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company after the merger as a wholly owned subsidiary of Parent (the "Merger"). If the Merger is completed, Yongye stockholders will be entitled to receive US$6.69 in cash, without interest, less any applicable withholding taxes, for each share of the Company's common stock owned immediately prior to the effective time of the Merger as described in the Merger Agreement.
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.
As previously announced on January 3, 2014, the Company had established the close of business on January 10, 2014 as the record date for its Special Meeting of stockholders. Stockholders of record as of January 10, 2014 are entitled to receive notice of the Special Meeting and to vote the shares of common stock of the Company owned by them at the Special Meeting.
Any stockholders with questions should contact the Company's proxy solicitor, MacKenzie Partners at (800) 322-2885 (toll-free in North America) or collect at +1-212-929-5500.
Additional Information and Where to Find it
This communication is neither a solicitation of a proxy nor an offer to purchase nor a solicitation of an offer to sell any securities. This communication is also not a substitute for any proxy statement or other filings that may be made with the SEC with respect to the Merger.
In connection with the Special Meeting of stockholders to be held to approve the Merger Agreement, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") on January 9, 2014, and will mail the definitive proxy statement to its stockholders. In addition, certain participants in the proposed transaction will mail to the Company's stockholders a Schedule 13E-3 transaction statement. These documents have been filed with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT PARENT, THE COMPANY, THE MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE MERGER ON BEHALF OF THE COMPANY AND THE INTERESTS OF THOSE PERSONS IN THE MERGER AND RELATED MATTERS. In addition to receiving the proxy statement and Schedule 13E-3 transaction statement by mail, stockholders also are 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: ir@yongyeintl.com.
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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 is set forth in the proxy statement and Schedule 13E-3 transaction statement relating to the proposed merger which have been filed with the SEC. Additional information regarding the interests of such potential participants is included in the proxy statement and Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC.
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 2012. 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
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
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