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): March 5, 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) |
| ¨ | 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 March 5, 2014, Yongye International, Inc. (the “Company”) issued a press release announcing that at the special meeting of stockholders of the Company held on March 5, 2014, the proposal to approve the previously announced agreement and plan of merger (the “Merger Agreement”), dated as of September 23, 2013, among the Company, Full Alliance International Limited (“Holdco”), Yongye International Limited (“Parent”) and Yongye International Merger Sub Limited (“Merger Sub”), did not receive approval from at least a majority of the issued and outstanding shares of common stock of the Company (the “Shares”), other than (i) Shares owned by Holdco, Parent and Merger Sub, including shares to be contributed to Parent by Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA Agriculture Holding Limited, immediately prior to the effective time of the Merger pursuant to a contribution agreement, dated as of September 23, 2013, among Parent, Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA Agriculture Holding Limited, and (ii) Shares held by the Company or any subsidiary of the Company. As a result, the Merger Agreement was not approved by the Company’s stockholders.
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 March 5, 2014. |
| 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. | ||
| By: | /s/ Zishen Wu | |
| Name: Zishen Wu | ||
| Title: Chief Executive Officer | ||
| Dated: March 5, 2014 | ||
| 3 |
Exhibit 99.1
YONGYE INTERNATIONAL, INC. ANNOUNCES GOING PRIVATE PROPOSAL NOT APPROVED BY STOCKHOLDERS
BEIJING, March 5, 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, at the special meeting of stockholders of the Company held on March 5, 2014, the proposal to approve the previously announced agreement and plan of merger (the “Merger Agreement”), dated as of September 23, 2013, among the Company, Full Alliance International Limited (“Holdco”), Yongye International Limited (“Parent”) and Yongye International Merger Sub Limited (“Merger Sub”), did not receive approval from at least a majority of the issued and outstanding shares of common stock of the Company (the “Shares”), other than (i) Shares owned by Holdco, Parent and Merger Sub, including shares to be contributed to Parent by Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA Agriculture Holding Limited, immediately prior to the effective time of the Merger pursuant to a contribution agreement, dated as of September 23, 2013, among Parent, Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA Agriculture Holding Limited, and (ii) Shares held by the Company or any subsidiary of the Company.
Therefore, the Merger Agreement was not approved by the Company’s stockholders.
Mr. Zishen Wu, Chairman and Chief Executive Officer of Yongye, stated, “We remain confident about Yongye’s business prospects and believe that the Company continues to be very well positioned for sustainable long-term growth. The Board of Directors and management team look forward to working closely together to explore all appropriate opportunities to maximize value for all of our stockholders.”
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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