Yongye International in Going-Private Transaction

September 23, 2013

Cleary Gottlieb represented the special committee of the board of directors of Yongye International, Inc. in a going-private transaction by a buyer consortium consisting of Mr. Zishen Wu, chairman of the board of directors and CEO of the company, Full Alliance International Limited, Prosper Sino Development Limited, MSPEA Agricultural Holding Limited, and Lead Rich International Limited. The merger agreement was signed on September 23, 2013. After the closing of the transaction, Yongye International will become a private company and its common stock will be delisted from the NASDAQ Global Select Market and its SEC reporting obligations will be terminated.

The transaction is being financed through a combination of debt and equity, including (i) senior debt financing of up to $214 million from China Development Bank Corporation, (ii) mezzanine debt financing of $35 million from Lead Rich International Limited, (iii) cash equity financing of $12 million and $15 million, respectively, from Mr. Zishen Wu and Lead Rich International Limited, and (iv) “rollover” of company equity owned by the buyer consortium.

Yongye International, Inc., a Nevada-incorporated company, is a leading developer, manufacturer and distributor of crop nutrient products in China, and its common stock has been listed on the NASDAQ Global Select Market since September 2009.