Yongye International (YONG) Announces Receipt of “Going Private” Proposal at $6.60

BEIJING, Oct. 15, 2012 /PRNewsiwre-Firstcall/ — Yongye International, Inc. (NASDAQ:  YONG) (“Yongye” or the “Company”), a leading developer, manufacturer and distributor of crop nutrient products in China, today announced that its Board of Directors has received a preliminary, non-binding proposal letter dated October 15, 2012 from (i) Mr. Zishen Wu (“Mr. Wu”), the Company’s Chairman and Chief Executive Officer, (ii) Full Alliance International Limited (“Full Alliance”), (iii) MSPEA Agriculture Holding Limited (“MSPEA”), and (iv) Abax Global Capital (Hong Kong) Limited, on behalf of funds managed and/or advised by it and its nominee entities and its and their affiliates (collectively, “Abax,” together with Mr. Wu, Full Alliance and MSPEA, the “Buyer Parties”), to acquire all of the outstanding shares of common stock of the Company not currently owned by the Buyer Parties in a going private transaction for $6.60 per share of common stock in cash, subject to certain conditions.

According to the proposal letter, an acquisition vehicle will be formed for the purpose of completing the acquisition, and the acquisition is intended to be financed through a combination of debt and equity capital.  Equity financing will be provided by the Buyer Parties or their affiliates in the form of cash and/or rollover equity in the Company.  Debt financing will be primarily provided by third party financial institutions.  The proposal letter states that the Buyer Parties have been in discussions with a Chinese bank which is experienced in financing going private transactions and has expressed interest in providing loans to finance the acquisition.  Please refer to the enclosed Exhibit A for a copy of the proposal letter.

A special committee (the “Special Committee”) of the Board of the Directors, consisting of Mr. Sean Shao, Mr. Xiaochuan Guo and Mr. Xindan Li, was formed to consider certain potential transactions involving the Company (including this proposal) and has retained Cleary Gottlieb Steen & Hamilton LLP as its legal counsel to assist it in consideration of such matters.  The Special Committee will also retain an independent financial advisor to assist it in its work.  The Board of Directors cautions the Company’s stockholders and others considering trading in its securities that the Board has just received the non-binding proposal from the Buyer Parties and that no decisions have been made by the Special Committee with respect to the Company’s response to the proposal.  There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

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 2011.  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.

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.

Exhibit A

The Board of Directors
Yongye International, Inc.
6th Floor, Suite 608, Xue Yuan International Tower
No. 1 Zichun Road, Haidian District
Beijing, China

October 15, 2012

Dear Sirs:

Zishen Wu (“Mr. Wu”), Full Alliance International Limited (“Full Alliance”), MSPEA Agriculture Holding Limited (“MSPEA”) and Abax Global Capital (Hong Kong) Limited, on behalf of funds managed and/or advised by it and its nominee entities and its and their affiliates (collectively “Abax”, together with Mr. Wu, Full Alliance, MSPEA and Abax, the “Buyer Parties” and each a “Buyer Party”) are pleased to submit this preliminary non-binding proposal to acquire all outstanding shares of common stock (the “Shares”) of Yongye International, Inc. (the “Company”) not beneficially owned by the Buyer Parties (the “Acquisition”).

We believe that our proposal of US$6.60 in cash per share of the Company’s common stock will provide a very attractive opportunity to the Company’s shareholders. This price represents a premium of approximately 37.8% to the Company’s closing price on October 12, 2012 and a premium of approximately 47.2% to the volume-weighted average price during the last 30 trading days, a premium of 70.4% to the volume-weighted average price during the last 90 trading days, and a premium of 84.4% to the volume-weighted average price during the last 180 trading days.

The terms and conditions upon which we are prepared to pursue the Acquisition are set forth below. We are confident in our ability to consummate an Acquisition as outlined in this letter.

1.     Buyer.  The Buyer Parties have entered into a letter agreement dated October 15, 2012 (the “Consortium Agreement”), pursuant to which Full Alliance will form an acquisition vehicle for the purpose of pursuing the Acquisition (“Acquisition Vehicle”), and the Buyer Parties will work with each other on an exclusive basis in pursuing the Acquisition during the term of the Consortium Agreement.

2.     Purchase Price.  The Buyer Parties are prepared to pay for the Shares acquired in the Acquisition at a price of US$6.60 per share, in cash.

3.     Financing.  We intend to finance the Acquisition with a combination of debt and equity capital.  Equity financing will be provided by the Buyer Parties or its affiliated entities in the form of cash and/or rollover equity in the Company.  Debt financing will be primarily provided by third party financial institutions.  We have held discussions with a Chinese bank which is experienced in financing going-private transactions and has expressed interest in providing loans to finance the Acquisition.  We are confident that we will secure adequate financing to consummate the Acquisition.

4.     Due Diligence.  We will be in a position to commence our due diligence for the Acquisition immediately upon receiving access to the relevant materials.

5.     Definitive Agreements.  We are prepared to negotiate and finalize definitive agreements (the “Definitive Agreements”) concurrently with our due diligence review.  This proposal is subject to execution of the Definitive Agreements.  These documents will include provisions typical for transactions of this type.

6.     Confidentiality.  We are sure you will agree with us that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.

7.     Process.  We believe that the Acquisition will provide superior value to the Company’s shareholders.  We recognize of course that the Company’s Board of Directors will evaluate the proposed Acquisition independently before it can make its determination whether to endorse it.  In considering the proposed Acquisition, you should be aware that we are interested only in acquiring the outstanding shares that the Buyer Parties and their affiliates do not already own, and that the Buyer Parties and their affiliates do not intend to sell their stake in the Company to a third party.

8.     About MSPEA. MSPEA is a vehicle controlled by Morgan Stanley Private Equity Asia III, L.P., a fund managed by Morgan Stanley Private Equity Asia.  Morgan Stanley Private Equity Asia is one of the leading private equity investors in the Asia Pacific region, having invested in the region for over 19 years. The team has invested approximately US$2.4 billion in Asia, focusing on profitable, growth-oriented companies. Morgan Stanley Private Equity Asia has offices located in Hong Kong, Shanghai, Mumbai, Seoul, Tokyo and New York.

9.     About Abax.  Abax Global Capital is a leading Hong-Kong-based investment fund focused on Pan-Asian private and public investments with an emphasis on Greater China. Founded in 2007, Abax Global Capital’s objective is to invest in and create value for small-to-mid-sized Asian enterprises.

10.  Advisors.  Mr. Wu and Full Alliance have retained Skadden, Arps, Slate, Meagher & Flom LLP as its legal counsel, MSPEA has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as its legal counsel and Abax Global Capital has retained Weil, Gotshal & Manges LLP as its legal counsel in connection with this proposal and the Acquisition.

11.  No Binding Commitment.  This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to an Acquisition.  Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.

In closing, each of us would like to personally express our commitment to working together to bring this Acquisition to a successful and timely conclusion.  Should you have any questions regarding this proposal, please do not hesitate to contact Mr. Wu at +86 10 8231-9608, Mr. Homer Sun of MSPEA at +852 2848-5844 or Mr. Chee-Kong Chan at Abax at +852 3602-1835. We look forward to speaking with you.

Sincerely,

Zishen Wu
By:
Full Alliance International Limited
By: 
Name:
Title:

MSPEA Agriculture Holding Limited
By: 
Name:
Title:

Abax Global Capital (Hong Kong) Limited
By: 
Name:
Title:

Contacts:

Yongye International, Inc.
Ms. Kelly Wang
Finance Director – Capital Markets
Phone: +86-10-8231-9608
E-mail: ir@yongyeintl.com

Ms. Wendy Xuan
Business Associate
Phone: +86-10-8232-8866 x 8827
E-mail: ir@yongyeintl.com

FTI Consulting
Mr. John Capodanno (U.S.)
Phone: +1-212-850-5705
E-mail: john.capodanno@fticonsulting.com

Ms. May Shen (Beijing)
Phone: +86-10-8591-1951
E-mail: may.shen@fticonsulting.com