BEIJING (dpa-AFX) - Yongye International Inc. (YONG) announced that accepted revised 'going private' proposal at $7.10 per share. It also entered into an amendment to its previously announced agreement and plan of merger dated as of September 23, 2013, among Full Alliance International Limited or 'Holdco', Yongye International Limited or 'Parent', Yongye International Merger Sub Limited and the Company , 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 Amendment follows the revised 'going private' proposal from Mr. Zishen Wu, the Company's Chairman and Chief Executive Officer; MSPEA Agriculture Holding Limited; Lead Rich International Limited; and Holdco to, increase the merger consideration under the Merger Agreement and revise the stockholders' approval requirement of the Merger Agreement.
As per the Amendment, the merger consideration payable to holders of shares of common stock, par value $0.001 per share, of the Company 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.
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 $2 million to $3 million.
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 or Parent if the Merger is not consummated on or before September 22, 2014.
The Company said its Board 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 amended transaction, which is currently expected to close before the end of the third fiscal quarter of 2014, is subject to various closing conditions.
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