UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
Yongye International, Inc.
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(Name of Issuer)
Common stock, par value $0.001 per share
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(Title of Class of Securities)
98607B106
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(CUSIP Number)
Tim O'Brien
c/o Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
p. (612) 238-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 2014
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
CUSIP No. 98607B106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Capital Management L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,463,341
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,463,341
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,463,341
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14. TYPE OF REPORTING PERSON
IA, PN
CUSIP No. 98607B106
--------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian Taylor
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,463,341
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,463,341
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,463,341
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 98607B106
---------
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Item 1. Security and Issuer.
The name of the issuer is Yongye International, Inc., a Nevada corporation
(the 'Issuer'). The address of the Issuer's principal executive offices is
6th Floor, Suite 608, Xue Yuan International Tower, No. 1 Zhichun Road, Haidian
District, Beijing, The People's Republic of China.
This schedule relates to shares of the Issuer's common stock, par value
$0.001 per share ('Shares').
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Pine River Capital Management
L.P., a Delaware limited partnership (the 'Investment Manager')
and Brian Taylor, the managing member of Pine River Capital Management LLC,
the general partner of the Investment Manager (the 'Managing Member')
(each a 'Reporting Person' and collectively the 'Reporting Persons').
The principal business address of the Investment Manager and the
Managing Member is located at 601 Carlson Parkway, Suite 330,
Minnetonka, MN 55305, United States of America.
(d) Brian Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of June 5, 2014, Pine River Capital Management L.P. was deemed the
beneficial owner of 3,463,341 shares of the Issuer's Shares.
As of June 5, 2014, Brian Taylor was deemed the beneficial owner of
3,463,341 shares of the Issuer's Shares.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
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Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares for investment purposes and in
the ordinary course of business, pursuant to investment strategies, including
merger arbitrage and event driven strategies, because the Reporting Persons
believed that the Shares, when purchased, represented an attractive investment
opportunity.
On September 23, 2013, the Issuer entered into an agreement and plan of
merger (the 'merger agreement') with Full Alliance International Limited
('Holdco'), Yongye International Limited ('Parent'), and Yongye International
Merger Sub Limited ('Merger Sub'). Under the terms of the merger agreement,
Merger Sub will be merged with and into the Issuer (the 'merger'), with the
Issuer surviving the merger as a wholly-owned subsidiary of Parent. The merger
is a going private transaction involving (i) Mr. Zishen Wu, the Issuer's
chairman, president and chief executive officer, (ii) Holdco, which is
currently wholly-owned by Ms. Xingmei Zhong, (iii) MSPEA Agricultural
Holding Limited, (iv) Prosper Sino Development Limited, an entity established
solely for the purpose of holding shares of the Issuer's common stock in trust
and for the benefit of the family members of certain current and former
members of the Issuer's management, including Mr. Zishen Wu and Mr. Yue Yu,
the Issuer's chief financial officer and (v) Lead Rich International Limited.
On April 9, 2014, the Parties entered into an amendment to the original
merger agreement. The amendment provides for an increase in the per share
merger consideration to be paid to holders of shares of common stock of the
Company.
The Reporting Persons expect to review from time to time their investment
in the Issuer and may, depending on the market and other conditions:
(i) purchase additional Shares, options or related derivatives in the open
market, in privately negotiated transactions or otherwise and (ii) sell all
or a portion of the Shares, options or related derivatives now beneficially
owned or hereafter acquired by them. Also, consistent with their investment
intent, the Reporting Persons may engage in communications with, among others,
one or more shareholders of the Issuer, one or more officers of the Issuer
and/or one or more members of the board of directors of the Issuer regarding
the Issuer, including its operations, governance and control.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a, b) As of June 5, 2014, Pine River Capital Management L.P. was
deemed to be the beneficial owner of 3,463,341 Shares, or 6.8% of the Shares
of the Issuer, based upon the 50,685,216 Shares issued and outstanding as of
May 7, 2014, according to the 10-Q filed May 12, 2014.
Pine River Capital Management L.P. had the sole power to vote or direct
the vote of 0 Shares to which this filing relates; shares the power to
vote or direct the vote of the 3,463,341 Shares; had the sole power to
dispose or direct the disposition of 0 Shares; and shares the power to dispose
or direct the disposition of the 3,463,341 Shares to which this filing relates.
Pine River Capital Management L.P. specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its
pecuniary interest therein.
(a, b) As of June 5, 2014, Brian Taylor was deemed to be the
beneficial owner of 3,463,341 Shares, or 6.8% of the Shares of the Issuer,
based upon the 50,685,216 Shares issued and outstanding as of May 7, 2014,
according to the 10-Q filed May 12, 2014.
Brian Taylor had the sole power to vote or direct the vote of 0 Shares
to which this filing relates; shares the power to vote or direct the vote
of the 3,463,341 Shares; had the sole power to dispose or direct the
disposition of 0 Shares; and shares the power to dispose or direct the
disposition of the 3,463,341 Shares to which this filing relates.
Brian Taylor specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
The Shares were acquired for investment purposes. The Reporting Persons may
acquire additional Shares, dispose of all or some of these Shares from time to
time, in each case purchased in a private transaction with the Issuer, block
sales or purchases or otherwise, or may continue to hold the Shares. Moreover,
the Reporting Persons may engage in any or all of the items discussed in Item 4
above.
(c) See Exhibit B for schedule of transactions.
(d) Inapplicable
(e) Inapplicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 10, 2014
----------------------------------------
(Date)
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
-----------------------------------------------
Brian Taylor
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, dated June 10, 2014 relating
to the common stock, $0.001 par value of Yongye International, Inc. shall be
filed on behalf of the undersigned.
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
-----------------------------------------------
Brian Taylor
Exhibit B
TRANSACTIONS IN THE SHARES OF THE ISSUER
DURING THE PAST 60 DAYS
The following table sets forth all transactions in the
Shares effected by any of the Reporting Persons during the past
60 days.
Trans Quantity Price Trade Date Settlement Date
Type
Buy 19600 6.8268 07-Apr-14 10-Apr-14
Buy 4199 6.8268 07-Apr-14 10-Apr-14
Buy 3220 6.8268 07-Apr-14 10-Apr-14
Buy 2381 6.8268 07-Apr-14 10-Apr-14
Buy 1400 6.8168 07-Apr-14 10-Apr-14
Buy 230 6.8168 07-Apr-14 10-Apr-14
Buy 300 6.8168 07-Apr-14 10-Apr-14
Buy 170 6.8168 07-Apr-14 10-Apr-14
Buy 5 6.8264 08-Apr-14 11-Apr-14
Buy 48 6.8273 08-Apr-14 11-Apr-14
Buy 4021 6.8268 08-Apr-14 11-Apr-14
Buy 18765 6.8268 08-Apr-14 11-Apr-14
Buy 2278 6.8268 08-Apr-14 11-Apr-14
Buy 3083 6.8268 08-Apr-14 11-Apr-14
Buy 200 6.8068 08-Apr-14 11-Apr-14
Buy 43 6.8067 08-Apr-14 11-Apr-14
Buy 33 6.8067 08-Apr-14 11-Apr-14
Buy 24 6.8067 08-Apr-14 11-Apr-14
Buy 33333 6.8168 08-Apr-14 11-Apr-14
Buy 7143 6.8168 08-Apr-14 11-Apr-14
Buy 5476 6.8168 08-Apr-14 11-Apr-14
Buy 4048 6.8168 08-Apr-14 11-Apr-14
Buy 13168 6.9609 09-Apr-14 14-Apr-14
Buy 2822 6.9609 09-Apr-14 14-Apr-14
Buy 2164 6.9609 09-Apr-14 14-Apr-14
Buy 1599 6.9609 09-Apr-14 14-Apr-14
Buy 46668 6.967 10-Apr-14 15-Apr-14
Buy 10000 6.967 10-Apr-14 15-Apr-14
Buy 7666 6.967 10-Apr-14 15-Apr-14
Buy 5666 6.967 10-Apr-14 15-Apr-14
Buy 27533 6.9668 11-Apr-14 16-Apr-14
Buy 5900 6.9668 11-Apr-14 16-Apr-14
Buy 4523 6.9668 11-Apr-14 16-Apr-14
Buy 3344 6.9668 11-Apr-14 16-Apr-14
Buy 16701 6.9738 14-Apr-14 17-Apr-14
Buy 3574 6.9738 14-Apr-14 17-Apr-14
Buy 2745 6.9738 14-Apr-14 17-Apr-14
Buy 1980 6.9738 14-Apr-14 17-Apr-14
Buy 5800 6.9845 14-Apr-14 17-Apr-14
Buy 954 6.9845 14-Apr-14 17-Apr-14
Buy 1238 6.9845 14-Apr-14 17-Apr-14
Buy 133 6.957 14-Apr-14 17-Apr-14
Buy 655 6.9845 14-Apr-14 17-Apr-14
Buy 22 6.9568 14-Apr-14 17-Apr-14
Buy 29 6.9569 14-Apr-14 17-Apr-14
Buy 16 6.9569 14-Apr-14 17-Apr-14
Buy 9833 6.9678 15-Apr-14 21-Apr-14
Buy 2111 6.9678 15-Apr-14 21-Apr-14
Buy 1613 6.9678 15-Apr-14 21-Apr-14
Buy 1243 6.9678 15-Apr-14 21-Apr-14
Buy 1333 6.9569 15-Apr-14 21-Apr-14
Buy 286 6.957 15-Apr-14 21-Apr-14
Buy 219 6.9569 15-Apr-14 21-Apr-14
Buy 162 6.957 15-Apr-14 21-Apr-14
Buy 16701 6.9673 15-Apr-14 21-Apr-14
Buy 3574 6.9673 15-Apr-14 21-Apr-14
Buy 2745 6.9673 15-Apr-14 21-Apr-14
Buy 1980 6.9673 15-Apr-14 21-Apr-14
Buy 8633 6.9691 16-Apr-14 22-Apr-14
Buy 1854 6.9691 16-Apr-14 22-Apr-14
Buy 1417 6.9691 16-Apr-14 22-Apr-14
Buy 1096 6.9691 16-Apr-14 22-Apr-14
Buy 16701 6.967 16-Apr-14 22-Apr-14
Buy 3574 6.967 16-Apr-14 22-Apr-14
Buy 2745 6.967 16-Apr-14 22-Apr-14
Buy 1980 6.967 16-Apr-14 22-Apr-14
Buy 9965 6.9744 17-Apr-14 23-Apr-14
Buy 2141 6.9744 17-Apr-14 23-Apr-14
Buy 1636 6.9744 17-Apr-14 23-Apr-14
Buy 1258 6.9744 17-Apr-14 23-Apr-14
Buy 33333 6.967 17-Apr-14 23-Apr-14
Buy 7143 6.967 17-Apr-14 23-Apr-14
Buy 5476 6.967 17-Apr-14 23-Apr-14
Buy 4048 6.967 17-Apr-14 23-Apr-14
Buy 9965 6.9692 21-Apr-14 24-Apr-14
Buy 2141 6.9692 21-Apr-14 24-Apr-14
Buy 1636 6.9692 21-Apr-14 24-Apr-14
Buy 1258 6.9692 21-Apr-14 24-Apr-14
Buy 3100 6.957 21-Apr-14 24-Apr-14
Buy 14466 6.957 21-Apr-14 24-Apr-14
Buy 1757 6.9569 21-Apr-14 24-Apr-14
Buy 2377 6.9569 21-Apr-14 24-Apr-14
Buy 7143 6.966 21-Apr-14 24-Apr-14
Buy 33333 6.966 21-Apr-14 24-Apr-14
Buy 5476 6.966 21-Apr-14 24-Apr-14
Buy 4048 6.966 21-Apr-14 24-Apr-14
Buy 33333 6.9719 22-Apr-14 25-Apr-14
Buy 7143 6.9719 22-Apr-14 25-Apr-14
Buy 5476 6.9719 22-Apr-14 25-Apr-14
Buy 4048 6.9719 22-Apr-14 25-Apr-14
Buy 154 6.9569 22-Apr-14 25-Apr-14
Buy 720 6.957 22-Apr-14 25-Apr-14
Buy 118 6.9569 22-Apr-14 25-Apr-14
Buy 87 6.9569 22-Apr-14 25-Apr-14
Buy 22750 6.9667 22-Apr-14 25-Apr-14
Buy 3738 6.9667 22-Apr-14 25-Apr-14
Buy 4872 6.9667 22-Apr-14 25-Apr-14
Buy 2740 6.9667 22-Apr-14 25-Apr-14
Buy 33333 6.9769 23-Apr-14 28-Apr-14
Buy 7143 6.9769 23-Apr-14 28-Apr-14
Buy 5476 6.9769 23-Apr-14 28-Apr-14
Buy 4048 6.9769 23-Apr-14 28-Apr-14
Buy 267 6.9669 23-Apr-14 28-Apr-14
Buy 57 6.967 23-Apr-14 28-Apr-14
Buy 44 6.967 23-Apr-14 28-Apr-14
Buy 32 6.9669 23-Apr-14 28-Apr-14
Buy 32867 6.9768 24-Apr-14 29-Apr-14
Buy 7043 6.9768 24-Apr-14 29-Apr-14
Buy 5399 6.9768 24-Apr-14 29-Apr-14
Buy 3991 6.9768 24-Apr-14 29-Apr-14
Buy 33333 6.9767 25-Apr-14 30-Apr-14
Buy 7143 6.9767 25-Apr-14 30-Apr-14
Buy 5476 6.9767 25-Apr-14 30-Apr-14
Buy 4048 6.9767 25-Apr-14 30-Apr-14
Buy 334 6.967 25-Apr-14 30-Apr-14
Buy 71 6.9669 25-Apr-14 30-Apr-14
Buy 55 6.9669 25-Apr-14 30-Apr-14
Buy 40 6.967 25-Apr-14 30-Apr-14
Buy 19618 6.9769 28-Apr-14 01-May-14
Buy 3224 6.9769 28-Apr-14 01-May-14
Buy 4202 6.9769 28-Apr-14 01-May-14
Buy 2366 6.9769 28-Apr-14 01-May-14
Buy 5088 6.987 30-Apr-14 05-May-14
Buy 1090 6.987 30-Apr-14 05-May-14
Buy 836 6.987 30-Apr-14 05-May-14
Buy 615 6.987 30-Apr-14 05-May-14
Buy 143 6.997 01-May-14 06-May-14
Buy 1189 6.997 01-May-14 06-May-14
Buy 255 6.997 01-May-14 06-May-14
Buy 195 6.997 01-May-14 06-May-14
Buy 67 7.0169 09-May-14 14-May-14
Buy 14 7.0171 09-May-14 14-May-14
Buy 8 7.0175 09-May-14 14-May-14
Buy 11 7.0173 09-May-14 14-May-14
Buy 1576 7.017 12-May-14 15-May-14
Buy 13001 7.017 12-May-14 15-May-14
Buy 2786 7.017 12-May-14 15-May-14
Buy 2137 7.017 12-May-14 15-May-14
Buy 7700 7.017 13-May-14 16-May-14
Buy 3100 7.017 13-May-14 16-May-14
Buy 2489 7.017 13-May-14 16-May-14
Buy 1700 7.017 13-May-14 16-May-14
Buy 69 7.017 15-May-14 20-May-14
Buy 13 7.0169 15-May-14 20-May-14
Buy 10 7.017 15-May-14 20-May-14
Buy 8 7.0175 15-May-14 20-May-14
Buy 30855 7.027 16-May-14 21-May-14
Buy 5848 7.027 16-May-14 21-May-14
Buy 4425 7.027 16-May-14 21-May-14
Buy 3343 7.027 16-May-14 21-May-14
Buy 4191 7.027 19-May-14 22-May-14
Buy 794 7.027 19-May-14 22-May-14
Buy 601 7.027 19-May-14 22-May-14
Buy 454 7.027 19-May-14 22-May-14
Buy 972 7.027 20-May-14 23-May-14
Buy 184 7.027 20-May-14 23-May-14
Buy 139 7.0271 20-May-14 23-May-14
Buy 105 7.027 20-May-14 23-May-14
Buy 1849 7.0667 02-Jun-14 05-Jun-14
Buy 34 7.0667 02-Jun-14 05-Jun-14
Buy 61871 7.0667 02-Jun-14 05-Jun-14
Buy 59 7.0671 03-Jun-14 06-Jun-14
Buy 7740 7.0671 03-Jun-14 06-Jun-14
Buy 1 7.07 03-Jun-14 06-Jun-14
Buy 7869 7.0671 04-Jun-14 09-Jun-14
Buy 1796 7.0671 04-Jun-14 09-Jun-14
Buy 1222 7.0671 04-Jun-14 09-Jun-14
Buy 18326 7.067 05-Jun-14 10-Jun-14
Buy 217949 7.067 05-Jun-14 10-Jun-14
Buy 76925 7.067 05-Jun-14 10-Jun-14
Buy 48 7.0571 05-Jun-14 10-Jun-14
Buy 112 7.0571 05-Jun-14 10-Jun-14
Buy 20 7.057 05-Jun-14 10-Jun-14
Buy 20 7.057 05-Jun-14 10-Jun-14
Buy 560000 7.0671 05-Jun-14 10-Jun-14
Buy 240000 7.0671 05-Jun-14 10-Jun-14
Buy 100000 7.0671 05-Jun-14 10-Jun-14
Buy 100000 7.0671 05-Jun-14 10-Jun-14