free_bee
10 years ago
http://www.rttnews.com/2293390/yongye-gets-revised-going-private-proposal-at-7-00-per-share.aspx?type=corp
Yongye International Inc. (YONG: Quote) announced that the special committee of its board of directors has received a revised proposal from a consortium led by its Chairman and Chief Executive Officer, Zishen Wu to take the company private for $7.00 per share.
In the Revised Proposal, the Buyer Consortium proposed to increase the merger consideration payable to holders of shares of common stock, par value $0.001 per share, of the company under the Merger Agreement, from $6.69 per Share to $7.00 per Share.
The company's special committee of its board of directors received the revised proposal dated March 26, 2014 from a consortium that comprises the company's Chairman and Chief Executive Officer, Zishen Wu, MSPEA Agriculture Holding Limited, Lead Rich International Limited and Full Alliance International Limited.
The company said its Special Committee is considering the Revised Proposal with its legal and financial advisors. As a reminder, no decisions have been made by the Special Committee with respect to the Company's response to the Revised Proposal.
On 5th March, Yongye International said that it did not receive approval from at least a majority of the issued and outstanding shares of common stock of the Company for going private proposal dated on September 23, 2013 from Full Alliance International Limited consortium.Therefore, the Merger Agreement was not approved by the company's stockholders.
In September 2013, Yongye International announced that it entered into an Agreement and Plan of Merger with Full Alliance International Limited or Holdco, a British Virgin Islands company, Yongye International Limited or Parent, a Cayman Islands exempted company with limited liability, and Yongye International Merger Sub Limited, a Nevada corporation and a wholly-owned, direct subsidiary of Parent.
As the Merger Agreement, upon completion of the Merger, each of the Company's shares of common stock issued and outstanding immediately prior to the effective time of the Merger would be converted into the right to receive $6.69 in cash without interest except for Shares owned by Holdco, Parent and Merger Sub, including shares to be contributed to Parent by Holdco, Zishen Wu. The offer represented a premium of 39.7% over the closing price of the Company's common stock of $4.79 per share on October 12, 2012, the last trading day prior to the Company's announcement of its receipt of a "going-private" proposal.
realfast95
11 years ago
Consider Yongye's If Its Buyout Price Is Raised To $11.50
http://seekingalpha.com/article/1623182-consider-yongyes-if-its-buyout-price-is-raised-to-11-50
Some things in life are worth the wait. I analyzed Yongye International (YONG) in an earlier article and concluded that it was a very undervalued company. This morning Yongye reported a decent quarter and proved that it's worth the wait and the results are better than my already optimistic expectations. Conservatively speaking, the buyout price should be raised to at least $11.50/share, which represents a 100% upside from the current stock price. And without the buyout deal, the company is worth more.
The company generated $188 million of cash from operations over the first 6 months of the year, that's $3.71 per share. The company expects that full-year total shipments will grow about 20% to 25% over 2012. The company is swimming in cash - currently it has $5.02/share of cash + $5.36/share of incoming cash from accounts receivable + $2.02/share of inventory on its balance sheet. That's a total of $12.40/share. The net book value is $10.54/share. In other words, if we liquidate the company right now, shareholders can get $10.54/share. It generated $3.71 per share of cash during the most recent 6 months. How much is the company worth? My new $11.50/share valuation appears to be too conservative.
The buyers group (CEO Zishen Wu, Full Alliance International Limited, MSPEA Agriculture Holding Limited, and Abax Global Capital) is still interested in buying the company. Why wouldn't they? As I wrote in my earlier article, that deal was such a steal, it makes the other buyout deals look too pricey. The original $6.60 buyout price was outdated and should be raised. For any new buyout price that is below $9.00 per share, I URGE shareholders to vote "No".
Currently, my valuation of the company is below. If the buyout deal closes, the cash proceeds will be received several months later. I conservatively estimated the closing date and present value of the proceeds at my required rate of return - 20%. In the case of shareholders rejecting the buyout deal, I added a higher risk premium to compensate for the expected higher stock volatility. But the value is there.
Yongye's special committee should negotiate a much higher price for the buyout deal. One example is the Spreadtrum Communications (SPRD) deal, in which the original buyout offer price of $28.5 was valuing the company at 14.8x P/E, and still the special committee negotiated with the buyout group and quickly raised the buyout price to $31 per share, despite near-term business deterioration. Similarly, in the Dell (DELL) deal, as I analyzed previously, CEO Michael Dell was unwillingly pushed to raise his buyout price, despite near-term business deterioration. If the Yongye special committee pushes hard enough (and they ABSOLUTELY should), the buyer group should pay a price in the $11.50 range or higher that is more fair to Yongye's shareholders.
As in most Chinese companies, the CEO is the key. I did a lot of due diligence and Yongye's CEO Zishen Wu appears to be an honest and sincere person. He appeared on TV in one of the most high-end and popular Chinese TV programs (see here) and talked about his personal life and his family. The probability of a successful closing of the buyout deal at a higher price has significantly improved given that the CEO is a high-status local celebrity - there is a potential damage to his reputation damage if shareholders object too loudly. And that's probably why initially in 2011, out of all those undervalued Chinese companies under bear raids, Morgan Stanley bet on Yongye. And I like Yongye because its management has always been responsive. I call them frequently and they have always been patient and would willingly accept shareholders' advice and recommendations. Yongye's management told me that they are working hard on negotiating the terms of the buyout deal and it is reassuring to hear.
The China Development Bank agreed to provide financing for Yongye's privatization deal. No privatization deal has ever failed when CDB agreed to provide financing.
A few takeaways: sometimes as an investor one needs faith and conviction. After thorough due diligence, you need to be sure that the management will do the right thing. And also to have the patience to endure months and months of waiting with little or no update on progress. A lot of investors lose faith along the way, and some hold on to what they believe in. That separates the good ones from the rest of the pack. And just think about the fact that while you are waiting, you are sitting on $10.54/share of net book value, mostly in cash and inventory, and the business is generating $3.71 per share of operating cash every 6 months. That makes the waiting so much more enjoyable.
realfast95
11 years ago
8K - On October 15, 2012, Yongye International, Inc. (the “Company”) issued a press release announcing the receipt of a “going private” proposal from (i) Mr. Zishen Wu, the Company’s Chairman and Chief Executive Officer, (ii) Full Alliance International Limited, (iii) MSPEA Agriculture Holding Limited, 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. According to the proposal letter, an acquisition vehicle will be formed for the purpose of completing the acquisition at a purchase price of $6.60 per share of common stock in cash, subject to certain conditions, which purchase price is intended to be financed through a combination of debt to be primarily provided by third party financial institutions and equity capital to be provided by the buyer parties or their affiliates in the form of cash and/or rollover equity in the Company. 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.
------------------------------------------------------------
The Board of Directors formed a committee to examine the offer and hired firms to help. They have not recommended the offer.
That's what we are waiting on.
There are lawsuits open against the Directors because $6.60 is too low. It's now a class action with a lead firm.
So the committee can do three things.
1. Accept $6.6 and go to court.
2. Reject the offer, and the current lawsuit is dropped. (It's possible more lawsuits would open because they rejected it.)
3. Ask for more money that the current lawsuits would find acceptable.
I would be okay with #1 and #3
#2 would be very bad.
realfast95
11 years ago
press release - Yongye International, Inc. Announces Common Stock Will Resume Trading on the NASDAQ Stock Market on June 17, 2013
BEIJING, June 17, 2013 /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"), announced today that its common stock will resume trading on the NASDAQ Stock Market on Monday, June 17, 2013 at 7:15 a.m. Eastern Time.
As previously disclosed, NASDAQ halted trading in Yongye's common stock on Monday, March 18, 2013 following Yongye's notification that the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "Form 10-K") would be delayed given delays in compiling certain information related to accounts receivable and related allowance for doubtful accounts for the year ended December 31, 2012.
NASDAQ subsequently delivered several requests for information to Yongye relating to various aspects of its business and operations.
Since March 18, 2013, Yongye has been in regular contact with NASDAQ and has worked diligently to fully address all requests received. On Friday, June 14, 2013, Yongye was notified by NASDAQ that, following a detailed review and examination of the information provided by Yongye, NASDAQ has concluded its process and that trading of Yongye's common stock will resume on Monday, June 17, 2013 at 7:15 am Eastern Time.
Mr. Zishen Wu, Chairman and Chief Executive Officer of Yongye International, stated, "We are pleased to be able to put this issue behind us. We sincerely thank our shareholders for their patience during the recent months while we worked hard to provide what was needed to satisfy NASDAQ requirements and enable trading to resume. The management team looks forward to refocusing our full attention on executing our strategy to further grow the business and on working to maximize value for our shareholders."
It is also important to note, and as previously disclosed, that on April 1, 2013 the Company filed its Form 10-K with the Securities and Exchange Commission ("SEC") within the automatic 15 day extension period afforded by SEC rules and that it has always been in full compliance with its financial reporting requirements.
Update on Proposed Go Private Offer
The Company also announced that (i) Mr. Zishen Wu, the Company's Chairman and Chief Executive Officer, (ii) Full Alliance International Limited, (iii) MSPEA Agriculture Holding Limited, 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, have confirmed with the special committee ("Special Committee") of the board of directors of the Company that they remain interested in pursuing the proposed going private transaction described in the proposal letter delivered to the board of directors on October 15, 2012.
As a reminder, no decisions have been made by the Special Committee with respect to the Company's response to the proposed going private transaction. 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.
realfast95
11 years ago
The NASDAQ Stock Market (Nasdaq:NDAQ) announced today that trading in Yongye International, Inc. (Nasdaq:YONG) is scheduled to resume on Monday, June 17, 2013 at 7:15 a.m., Eastern Time. Trading in the company's stock was halted on March 18, 2013 at 09:28:56 a.m., Eastern Time.
realfast95
11 years ago
What a lame press release. The financing expires Monday at 4PM.
Or they have to get another extension.
As the Company previously announced on April 1, 2013 as part of its fourth quarter and full year 2012 earnings announcement, on March 26, 2013 the Company provided a detailed written response to NASDAQ's request for certain information relating to the Company's delay in filing its Annual Report on Form 10-K with the Securities and Exchange Commission (the "SEC"), the collection of accounts receivable as of year-end 2012, the current state of the Company's auditor's work in connection with the financial statements to be included in the Company's Form 10-K for the fiscal year ended December 31, 2012, and the status of the Company's proposed "going private" transaction.
Additionally, as previously disclosed, on April 1, 2013 the Company filed the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 with the SEC.
Subsequent to the Company's initial response, NASDAQ requested certain additional information from the Company. The Company is in regular contact with NASDAQ with respect to this matter and is working diligently to address NASDAQ's requests. The Company expects that trading in its securities will remain halted while NASDAQ conducts its inquiry and that such trading will resume only upon NASDAQ being fully satisfied with the additional information provided.
realfast95
11 years ago
$1.62 per diluted share, compared to $84.9 million, or $1.55 per diluted share, in the same period of 2011.
-----------------------------------------------------------
Full Year 2012 Financial Highlights
•Revenue increased 13.5% to $443.0 million in 2012 from $390.4 million in 2011.
•Shipment of Yongye's agricultural nutrient products increased 33.9% to $542.2 million in 2012 from $405.1 million in 2011, exceeding the Company's guidance of $510 million.
•Gross profit increased 14.9% year-over-year to $262.4 million.
•Income from operations increased 10.7% to $116.9 million from $105.6 million in 2011.
•Net income attributable to Yongye increased 10.4% to $93.7 million, or $1.62 per diluted share, compared to $84.9 million, or $1.55 per diluted share, in the same period of 2011.
•Adjusted net income attributable to Yongye, which excludes non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, a change in the fair value of derivative liabilities, and goodwill impairment charge, was $111.4 million, or $1.94 per diluted share, compared to $93.0 million, or $1.71 per diluted share, in the same period of 2011.*
•Operating cash outflow was $51.4 million in 2012 compared to an operating cash outflow of $31.2 million in 2011.
•At the end of 2012, the amount of accounts receivable outstanding was $302.6 million, of which $114.9 million was past the Company's six-month credit term. As of March 29, 2013, the Company has collected approximately $225 million from its distributors, including the entire overdue accounts receivable balance as of December 31, 2012.
Fourth Quarter 2012 Financial Highlights
•Revenue increased 58.9% to $71.3 million from $44.9 million in the fourth quarter of 2011.
•Gross profit increased 62.2% year-over-year to $38.4 million.
•Income from operations was $18.7 million, compared to a loss from operations of $7.8 million in the fourth quarter of 2011.
•Net income attributable to Yongye was $19.4 million, or $0.32 per diluted share, compared to a net loss of $2.2 million, or a loss of $0.05 per diluted share, in the same period of 2011.
•Adjusted net income attributable to Yongye, which excludes non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, a change in the fair value of derivative liabilities, and goodwill impairment charge was $20.4 million, or $0.34 per diluted share, compared to a loss of $0.5 million, or a loss of $0.03 per diluted share, in the same period of 2011.*
realfast95
11 years ago
03/22/2013 Motion (3:00 AM) (Judicial Officer Gonzalez, Elizabeth)
03/22/2013, 03/29/2013
Motion for Enlargement of Time to Serve Summons and Complaint Upon Defendants
Minutes
03/22/2013 3:00 AM
- Moving counsel to prepare and submit an additional Affidavit of due diligence indicating the actual service efforts under the Hague Convention that are identified in the body of the Motion and Affidavit of Counsel. COURT ORDERED, matter CONTINUED one week. Further, counsel to file a Status Report identifying all related cases within one week. Mr. Albright to be notified by way of minute order to prepare the order and notify appropriate parties. CLERK'S NOTE: A copy of this minute order was placed in the attorney folder(s) of: George M. Albright, Esq. (Albright SW&A); Dan R. Waite, Esq. (Lewis & Roca).
03/29/2013 3:00 AM
realfast95
11 years ago
Yongye International Provides Update to Shareholders on Trading
BEIJING, March 20, 2013 /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 affirmed that NASDAQ halted trading in the Company's common stock at approximately 9:28 AM ET on Monday, March 18, 2013. On Friday, March 15, 2013, the Company filed a notification of late filing on Form 12b-25 with the Securities and Exchange Commission arising from delays in compiling certain information required relating to accounts receivable and related allowance for doubtful accounts for the year ended December 31, 2012.
On Tuesday, March 19, 2013, Yongye received a written request fromNASDAQfor additional information relating to the Company's delay in filing the Form 10-K, the collection of accounts receivable as of year-end 2012, the current state of the Company's auditors' audit of the financial statements to be included in the Company's Form 10-K for the year ended December 31, 2012, and the status of the Company's proposed "going private" transaction. The Company plans to provide the information requested by NASDAQ as promptly as practicable in an effort to satisfy NASDAQ's concerns so that it may permit the resumption of trading of the Company's common stock.
Trading will remain halted until Yongye International, Inc. has fully satisfied NASDAQ's request for additional information. Once such information and explanations are provided to NASDAQ, NASDAQ may request further information.
As a reminder, the Company expects to file its Annual Report on Form 10-K by April 2, 2013 and plans to schedule its fourth quarter and full-year 2012 earnings conference call to coincide with the filing of its 10-K. Details regarding the earnings announcement and earnings conference call will be provided at the appropriate time.
realfast95
11 years ago
buried in today's 13D filing
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
With respect to the Proposed Transaction described in Item 4 of this Schedule 13D, the Reporting Persons anticipate that approximately US$261 million will be expended in acquiring outstanding shares of Company Common Stock that the Consortium does not already own (the “Publicly Held Shares”).
On December 27, 2012, Yongye International Limited (“Parent”), a Cayman Islands exempted company established in connection with the Proposed Transaction, entered into a Term Loan Facility Agreement (the “Loan Agreement”) with China Development Bank Corporation (“CDB”), pursuant to which CDB will provide a $99 million loan facility (the “Loan”) to Parent in connection with the Proposed Transaction. The Loan was drawn down on December 28, 2012 and carries interest at the six months U.S. dollar London Interbank Offered Rate (LIBOR) plus 300 base points. The Loan will mature and Parent shall repay the full amount of the loan in December of 2013. The description of the Loan Agreement in this Schedule 13D is qualified by reference to the Loan Agreement itself, a fair and accurate English summary of which is attached hereto as Exhibit 7.02 and is incorporated by reference in its entirety.
On December 28, 2012, Parent received a letter (the “Debt Commitment Letter”), from China Development Bank Corporation, indicating that it will provide debt financing in the form of a loan facility in an aggregate amount of up to US$232 million to, among other things, fund a portion of the consideration payable in connection with the proposed acquisition of the Publicly Held Shares. The upfront fee to be charged by CDB for the financing under the Debt Commitment Letter will not be less than US$2 million (the “Upfront Fee”). On December 27, 2012, Morgan Stanley Agriculture Holding Limited (“MSPEA”) and Parent entered into a loan agreement, under which MSPEA will extend a loan of US$800,000 to Parent for the payment of a part of the Upfront Fee (the “MS Loan Agreement”). Such loan was drawn down on December 28, 2012. On December 27, 2012, Mr. Zishen Wu and Parent entered into a loan agreement, under which Mr. Wu will extend a loan of US$800,000 to Parent for the payment of a part of the Upfront Fee (the “Chairman Loan Agreement”). Such loan was drawn down on December 28, 2012.
On December 28, 2012, Abax Global Capital (Hong Kong) Limited, a Hong Kong company (“Abax HK”), on behalf of certain of the funds managed and/or advised by it and its nominee entities and its and their affiliates, issued a financing commitment letter (“Mezzanine Commitment Letter”) to Full Alliance International Limited, under which Abax HK conditionally committed to provide a mezzanine debt of US$35 million, as part of the total proposed mezzanine and equity financing of US$50 million to be provided by Abax HK to partially fund the Proposed Transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On December 27, 2012, Parent entered into the Loan Agreement with CDB. On December 28, 2012, Parent received the Debt Commitment Letter from CDB. On December 27, 2012, Parent entered into the MS Loan Agreement with MSPEA. On December 27, 2012, Parent entered into the Chairman Loan Agreement with Mr. Zishen Wu. On December 28, 2012, Full Alliance received the Mezzanine Commitment Letter from Abax HK.
The descriptions in Item 3 herein of the agreements listed in this Item 6 are incorporated herein by reference. The summaries of any such agreements herein are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.01: Joint Filing Agreement by and among the Reporting Persons, dated as of October 15, 2012 (incorporated by reference to Exhibit 7.01 of the Schedule 13D filed by the Reporting Persons on October 16, 2012).
Exhibit 7.02 Summary Translation of Loan Agreement by Parent and CDB, dated as of December 27, 2012.
mlkrborn
12 years ago
Yongye Intl. Special Committee selects independent financial advisor in connection with 'going private' proposal (YONG) 5.53 +0.02 : Co announced that the Special Committee of its Board of Directors, formed to consider certain potential transactions involving the Company, including the preliminary, non-binding proposal from a buyer group including Mr. Zishen Wu, the Company's Chairman and Chief Executive Officer, Full Alliance International Limited, MSPEA Agriculture Holding Limited, and Abax Global Capital (Hong Kong), to acquire all of the outstanding shares of common stock of the Company not currently owned by the Buyer Group in a going private transaction, has retained Houlihan Lokey as the Special Committee's independent financial advisor. As previously announced, the Special Committee has retained Cleary Gottlieb Steen & Hamilton LLP to serve as its legal counsel. The Special Committee is evaluating and considering the Proposal as well as the Company's other alternatives. No decisions have been made by the Special Committee with respect to the Company's response to the Proposal.
realfast95
12 years ago
Fourth Quarter 2011 Financial Highlights
•Revenue increased 60.3% to $44.9 million from $28.0 million in the fourth quarter of 2010
•Gross profit increased 78.5% year-over-year to $23.7 million
•Loss from operations was $7.8 million, compared to income from operations of $3.5 million in the fourth quarter of 2010
•Net loss attributable to Yongye was $2.2 million, or a loss of $0.05 per diluted share, compared to a net income of $2.2 million, or $0.05 per diluted share, in the same period of 2010
•Adjusted net loss attributable to Yongye, which excludes non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, and a change in the fair value of derivative liabilities, was $0.5 million, or a loss of $0.03 per diluted share, compared to a net income of $7.4 million, or $0.15 per diluted share, in the same period of 2010*
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