8-K

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): April 9, 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.)

6^th 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)

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 1.01 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”).

The 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.

The 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 22, 2014.

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.

2

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: 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 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 Statements

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.

3

Item 8.01 Other Events.

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.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits

Exhibit Number	Description
2.1	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
99.1	Press Release dated April 9, 2014

4

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: April 9, 2014

YONGYE INTERNATIONAL, INC.
By:	/s/ Zishen Wu
Name: Zishen Wu Title: Chief Executive Officer

5

EX-2.1

Exhibit 2.1

Execution Version

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 9, 2014, among Full Alliance International Limited, a British Virgin Islands company (“Holdco”), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Yongye International Merger Sub Limited, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Yongye International, Inc., a Nevada corporation (the “Company”). Holdco, Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.

WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated as of September 23, 2013 (the “Merger Agreement”), upon the terms and subject to the conditions of which, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent as a result of the Merger;

WHEREAS, the Parties desire to amend the Merger Agreement so as to, among other things, (i) increase the Merger Consideration (as defined in the Merger Agreement) from US$6.69 to US$7.10, (ii) increase the maximum amount of the Company Expense (as defined in the Merger Agreement) from US$2,000,000 to US$3,000,000, and (iii) extend the Termination Date (as defined in the Merger Agreement) from June 23, 2014 to September 22, 2014, subject to the other amendments to the Merger Agreement set forth in this Amendment;

WHEREAS, Section 9.10 of the Merger Agreement provides that the Parties may amend the Merger Agreement by action taken by or on behalf of their respective boards of directors by an instrument in writing at any time prior to the Effective Time (as defined in the Merger Agreement);

WHEREAS, the Company Board (as defined in the Merger Agreement), acting upon the unanimous recommendation of the Special Committee (as defined in the Merger Agreement), has (i) determined that it is in the best interest of the Company and its stockholders (other than the Rollover Holders (as defined in the Merger Agreement)), and declared it advisable, to enter into this Amendment, (ii) adopted resolutions approving the execution, delivery and performance by the Company of this Amendment and the consummation of the transactions contemplated by the Merger Agreement, as amended by this Amendment, including the Merger and (iii) resolved to recommend that the Stockholders (as defined in the Merger Agreement) approve the Merger Agreement, as amended by this Amendment, and the Transactions (as defined in the Merger Agreement);

WHEREAS, the board of directors of each of Holdco, Parent and Merger Sub has (i) approved the execution, delivery and performance by Holdco, Parent and Merger Sub, respectively, of this Amendment and the consummation of the transactions contemplated by the Merger Agreement, as amended by this Amendment, and (ii) declared it advisable for Holdco, Parent and Merger Sub, respectively, to enter into this Amendment;

NOW, THEREFORE, the Parties agree to amend the Merger Agreement as follows:

1. Definitions; References

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Merger Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Merger Agreement shall, from and after the execution of this Amendment, refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, (a) references to the date of the Merger Agreement, as amended hereby, shall in all instances continue to refer to September 23, 2013, and references to “the date hereof” and “the date of this Agreement” shall continue to refer to September 23, 2013, and (b) references to the Proxy Statement shall in all instances refer to the proxy statement relating to the approval of the Merger Agreement, as amended by this Amendment, that the Company, with the assistance of Holdco, Parent and Merger Sub, shall prepare and cause to be filed with the SEC after the date of this Amendment.

1

2. Amendments to Merger Agreement  

2.1 Amendment to Section 2.01 (a)

The reference to “US$6.69” in Section 2.01(a) of the Merger Agreement is hereby amended to be “US$7.10”.

2.2 Amendment to Section 3.04 (a)

Sub-section (a) of Section 3.04 (Authority Relative to This Agreement; Fairness) is hereby amended and restated in its entirety to read as follows:

“The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the Merger. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger have been duly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Merger, in each case, subject only to the approval of this Agreement by the (i) affirmative vote of the holders of at least a majority of the issued and outstanding Common Shares and Preferred Shares, voting together as a single class, with the number of votes the holders of Preferred Shares shall be entitled to vote equal to the number of Common Shares into which such Preferred Shares are convertible, as determined in accordance with the articles of incorporation of the Company, (ii) affirmative vote or consent of the holders of at least a majority of the issued and outstanding Preferred Shares and (iii) affirmative vote of the holders of at least a majority of the issued and outstanding Common Shares (other than the Excluded Shares) that are present in person or by proxy and voting for or against approval of the Merger Agreement at the Stockholders’ Meeting (collectively, the “Requisite Company Vote”), all in accordance with the Company’s articles of incorporation and bylaws and the NRS. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Holdco, Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.”

2.3 Amendment to Section 3.08(a)

The second sentence in sub-section (a) of Section 3.08 (SEC Filings; Financial Statements) is hereby amended and restated in its entirety to read as follows:

“The Company SEC Reports (i) at the time they were filed, and if amended, as of the date of such amendment, complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the parties acknowledge that the Company will be filing 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.”

2

2.4 Amendment to Section 4.04(b)

The second sentence in sub-section (b) of Section 4.04 (Financing; Equity Rollover) is hereby amended and restated in its entirety to read as follows:

“Assuming (A) the Financing is funded in accordance with the Financing Commitments, and (B) the satisfaction or waiver of the conditions to the obligation of Holdco, Parent and Merger Sub to consummate the Merger as set forth in Sections 7.01 and 7.02, as of April 9, 2014, the aggregate proceeds contemplated by the Debt Financing and the Equity Financing will be sufficient for Merger Sub and the Surviving Corporation to pay (1) the aggregate Merger Consideration, and (2) fees and expenses incurred by the Company in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby that are outstanding as of the Effective Time.”

2.5 Amendment to Section 8.02(a)

The reference to “June 23, 2014” in Section 8.02(a) of the Merger Agreement is hereby amended to be “September 22, 2014”.

2.6 Amendment to Section 8.06(c)

Sub-section (c) of Section 8.06 (Fees Following Termination) is hereby amended and restated in its entirety to read as follows:

“If the Company or Parent terminates this Agreement pursuant to Section 8.02(c), Parent will pay, or cause to be paid to the Company, all of the reasonable documented out-of-pocket expenses (including all fees and expenses of counsel, investment bankers, experts and consultants) incurred by the Company in connection with this Agreement or any of the Transactions up to a maximum amount of US$3,000,000 (the “Company Expense”), such payment to be made as promptly as possible (but in any event within two (2) Business Days) following such termination. In the event the Company is obligated to pay the Company Termination Fee pursuant to Section 8.06(a) in connection with a termination of this Agreement pursuant to Section 8.02(c), then concurrently with the payment of the Company Termination Fee the Company shall also pay to Parent the amount of Company Expense previously paid to the Company by Parent pursuant to this Section 8.06(c).”

3. Miscellaneous  

3.1 No Further Amendment

 The Parties agree that all other provisions of the Merger Agreement shall, subject to the amendments in Section 2 of this Amendment, continue unamended, in full force and effect and constitute legal and binding obligations of the Parties. This Amendment forms an integral and inseparable part of the Merger Agreement.

3

3.2 Representations and Warranties of the Company

The Company hereby represents and warrants to Holdco, Parent and Merger Sub that (i) it has all requisite corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder and, subject to adoption of the Merger Agreement, as amended by this Amendment, by the Requisite Company Vote, to consummate the Merger; (ii) the execution, delivery and performance by the Company of this Amendment and the consummation by the Company of the Merger have been duly and validly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Amendment and consummation by it of the Merger, in each case, subject only to the approval of the Merger Agreement, as amended by this Amendment, by the Requisite Company Vote, all in accordance with the Company’s articles of incorporation and bylaws and the NRS; (iii) this Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Holdco, Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iv) none of the requirements or restrictions of any Takeover Statute would apply to prevent the consummation of any of the transactions contemplated by this Amendment or the Merger Agreement, including the Merger, and that the Company Board has adopted such resolutions as are necessary so that the Takeover Statutes are rendered inapplicable to the Merger, any of the other Transactions, this Amendment, the Merger Agreement or any other transaction contemplated by this Amendment or the Merger Agreement.

3.3 Representations and Warranties of Holdco, Parent and Merger Sub

Holdco, Parent and Merger Sub hereby, jointly and severally, represent and warrant that (i) each of Holdco, Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder and to consummate the Transactions; (ii) the execution, delivery and performance of this Amendment by Holdco, Parent and Merger Sub have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Holdco, Parent or Merger Sub are necessary to authorize this Amendment or to consummate the Transactions (other than the filings, notifications and other obligations and actions described in Section 4.03(b) of the Merger Agreement); and (iii) this Amendment has been duly and validly executed and delivered by Holdco, Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Holdco, Parent and Merger Sub, enforceable against each of Holdco, Parent and Merger Sub in accordance with its terms, except (a) as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4

3.4 Other Miscellaneous Terms

The provisions of Article IX (Miscellaneous) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[Signature Page Follows]

5

IN WITNESS WHEREOF, Holdco, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

FULL ALLIANCE INTERNATIONAL LIMITED
By:	/s/ Zishen Wu
Name: Zishen Wu Title: Director
YONGYE INTERNATIONAL LIMITED
By:	/s/ Zishen Wu
Name: Zishen Wu Title: Director
YONGYE INTERNATIONAL MERGER SUB LIMITED
By:	/s/ Zishen Wu
Name: Zishen Wu Title: Director
YONGYE INTERNATIONAL, INC.
By:	/s/ Sean Shao
Name: Sean Shao Title: Director and Chair of Special Committee

[Signature Page to Amendment No. 1 to the Merger Agreement]

EX-99.1

Exhibit 99.1

Yongye International, Inc. Accepts Revised “Going Private” Proposal at $7.10 Per Share
and Enters into Amendment to Merger Agreement

BEIJING, April 9, 2014 -- Yongye International, Inc. (NASDAQ: YONG) (“Yongye” or the “Company”), a leading developer, manufacturer and distributor of crop nutrient products in China, today announced that it has 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”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). 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”) to, among others, increase the merger consideration under the Merger Agreement and revise the stockholders’ approval requirement of the Merger Agreement. Pursuant to the Amendment, the merger consideration payable 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 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 Development Limited and MSPEA, and (ii) Shares held by the Company or any subsidiary of the Company ((i) and (ii) collectively, the “Excluded Shares”), has been increased from $6.69 per Share to $7.10 per Share. In return for the increased value to holders of Shares (other than the Excluded Shares), the stockholder voting requirement relating to the approval of holders of Shares (other than the Excluded Shares) has been modified such that the amended transaction will require approval 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 special stockholders’ meeting to be held to approve the Amended Merger Agreement, rather than the prior requirement of the affirmative vote of the holders of at least a majority of the issued and outstanding Shares (other than the Excluded Shares).

The amended transaction includes an increase in the maximum amount of the Company’s expenses in connection with the transactions contemplated by the Amended 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 amended transaction 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 Merger is not consummated on or before September 22, 2014.

1

The Buyer Consortium intends to finance the increase in the merger consideration through proceeds under the facility made available by China Development Bank Corporation (“CDB”) pursuant to the foreign exchange facility contract dated as of September 23, 2013, by and between Parent and CDB (the “Facility Agreement”). The Company’s Board of Directors, acting upon the unanimous recommendation of the Special Committee, has approved the Amended Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that shareholders of the Company vote to approve the Amended Merger Agreement and the transactions contemplated thereby, including the Merger. The Special Committee negotiated the terms of the Amended Merger Agreement with the assistance of its legal and financial advisors.

The amended transaction, which is currently expected to close before the end of the third fiscal quarter of 2014, is subject to various closing conditions.

The Company intends to establish a new record date and will schedule a special meeting of its stockholders (the “Special Meeting”) for the purpose of voting on the approval of the Amended Merger Agreement. If completed, the Merger will result in the Company becoming a privately held company and its shares will no longer be listed on The NASDAQ Global Select Market.

Houlihan Lokey Capital, Inc. is serving as financial advisor to the Special Committee. Cleary Gottlieb Steen & Hamilton LLP is serving as U.S. legal advisor to the Special Committee. Loeb & Loeb LLP is serving as U.S. legal advisor to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to Mr. Zishen Wu and Full Alliance International Limited. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as U.S. legal advisor to MSPEA Agriculture Holding Limited. Weil, Gotshal & Manges LLP is serving as U.S. legal advisor to Lead Rich International Limited. Akin Gump Strauss Hauer & Feld LLP is serving as U.S. legal advisor to Houlihan Lokey Capital, Inc.

Additional Information about the Transaction

The Company will file with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K regarding the transaction, which will include the Amendment. All parties desiring details regarding the transaction are urged to review these documents, which are available at the SEC’s website (http://www.sec.gov).

The Company plans to prepare and mail a revised proxy statement to its stockholders in connection with the Special Meeting 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 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: ir@yongyeintl.com.

2

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.

This announcement is neither a solicitation of a proxy nor an offer to purchase nor a solicitation of an offer to sell any securities. This announcement is also not a substitute for any proxy statement or other filings that may be made with the SEC should the proposed Merger go forward.

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.

3

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. Joanna Jiang (China Contact)

Phone: +86-10-8591-1958

E-mail: joanna.jiang@fticonsulting.com

4