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. 1)
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 30, 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
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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
4,105,403
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,105,403
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,403
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14. TYPE OF REPORTING PERSON
IA, PN
CUSIP No. 98607B106
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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
4,105,403
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,105,403
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,403
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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 30, 2014, Pine River Capital Management L.P. was deemed the
beneficial owner of 4,105,403 shares of the Issuer's Shares.
As of June 30, 2014, Brian Taylor was deemed the beneficial owner of
4,105,403 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.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of June 30, 2014, Pine River Capital Management L.P. was
deemed to be the beneficial owner of 4,105,403 Shares, or 8.1% 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 4,105,403 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 4,105,403 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 30, 2014, Brian Taylor was deemed to be the
beneficial owner of 4,105,403 Shares, or 8.1% 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 4,105,403 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 4,105,403 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.
July 1, 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 July 1, 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
Type Quantity Price Trade Date Settlement Date
Buy 11 7.0173 09-May-14 14-May-14
Buy 8 7.0175 09-May-14 14-May-14
Buy 14 7.0171 09-May-14 14-May-14
Buy 67 7.0169 09-May-14 14-May-14
Buy 2137 7.017 12-May-14 15-May-14
Buy 2786 7.017 12-May-14 15-May-14
Buy 13001 7.017 12-May-14 15-May-14
Buy 1576 7.017 12-May-14 15-May-14
Buy 1700 7.017 13-May-14 16-May-14
Buy 2489 7.017 13-May-14 16-May-14
Buy 3100 7.017 13-May-14 16-May-14
Buy 7700 7.017 13-May-14 16-May-14
Buy 8 7.0175 15-May-14 20-May-14
Buy 10 7.017 15-May-14 20-May-14
Buy 13 7.0169 15-May-14 20-May-14
Buy 69 7.017 15-May-14 20-May-14
Buy 3343 7.027 16-May-14 21-May-14
Buy 4425 7.027 16-May-14 21-May-14
Buy 5848 7.027 16-May-14 21-May-14
Buy 30855 7.027 16-May-14 21-May-14
Buy 454 7.027 19-May-14 22-May-14
Buy 601 7.027 19-May-14 22-May-14
Buy 794 7.027 19-May-14 22-May-14
Buy 4191 7.027 19-May-14 22-May-14
Buy 105 7.027 20-May-14 23-May-14
Buy 139 7.0271 20-May-14 23-May-14
Buy 184 7.027 20-May-14 23-May-14
Buy 972 7.027 20-May-14 23-May-14
Buy 61871 7.0667 02-Jun-14 05-Jun-14
Buy 34 7.0667 02-Jun-14 05-Jun-14
Buy 1849 7.0667 02-Jun-14 05-Jun-14
Buy 1 7.07 03-Jun-14 06-Jun-14
Buy 7740 7.0671 03-Jun-14 06-Jun-14
Buy 59 7.0671 03-Jun-14 06-Jun-14
Buy 1222 7.0671 04-Jun-14 09-Jun-14
Buy 1796 7.0671 04-Jun-14 09-Jun-14
Buy 7869 7.0671 04-Jun-14 09-Jun-14
Buy 100000 7.0671 05-Jun-14 10-Jun-14
Buy 100000 7.0671 05-Jun-14 10-Jun-14
Buy 240000 7.0671 05-Jun-14 10-Jun-14
Buy 560000 7.0671 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 112 7.0571 05-Jun-14 10-Jun-14
Buy 48 7.0571 05-Jun-14 10-Jun-14
Buy 76925 7.067 05-Jun-14 10-Jun-14
Buy 217949 7.067 05-Jun-14 10-Jun-14
Buy 18326 7.067 05-Jun-14 10-Jun-14
Buy 1000 6.9914 13-Jun-14 18-Jun-14
Buy 1000 6.9914 13-Jun-14 18-Jun-14
Buy 2400 6.9914 13-Jun-14 18-Jun-14
Buy 5600 6.9914 13-Jun-14 18-Jun-14
Buy 2000 6.9859 13-Jun-14 18-Jun-14
Buy 2000 6.9859 13-Jun-14 18-Jun-14
Buy 11200 6.9859 13-Jun-14 18-Jun-14
Buy 4800 6.9859 13-Jun-14 18-Jun-14
Buy 13666 6.9982 13-Jun-14 18-Jun-14
Buy 32798 6.9982 13-Jun-14 18-Jun-14
Buy 13666 6.9982 13-Jun-14 18-Jun-14
Buy 76529 6.9982 13-Jun-14 18-Jun-14
Buy 10 6.907 16-Jun-14 19-Jun-14
Buy 10 6.907 16-Jun-14 19-Jun-14
Buy 56 6.9068 16-Jun-14 19-Jun-14
Buy 24 6.9071 16-Jun-14 19-Jun-14
Buy 2000 6.9558 16-Jun-14 19-Jun-14
Buy 2000 6.9558 16-Jun-14 19-Jun-14
Buy 4800 6.9558 16-Jun-14 19-Jun-14
Buy 11200 6.9558 16-Jun-14 19-Jun-14
Buy 95 7.0471 17-Jun-14 20-Jun-14
Buy 95 7.0471 17-Jun-14 20-Jun-14
Buy 228 7.0471 17-Jun-14 20-Jun-14
Buy 532 7.047 17-Jun-14 20-Jun-14
Buy 3270 7.042 17-Jun-14 20-Jun-14
Buy 3270 7.042 17-Jun-14 20-Jun-14
Buy 7848 7.042 17-Jun-14 20-Jun-14
Buy 18312 7.042 17-Jun-14 20-Jun-14
Buy 218 7.047 18-Jun-14 23-Jun-14
Buy 218 7.047 18-Jun-14 23-Jun-14
Buy 524 7.047 18-Jun-14 23-Jun-14
Buy 1224 7.0471 18-Jun-14 23-Jun-14
Buy 11540 7.0571 19-Jun-14 24-Jun-14
Buy 11540 7.0571 19-Jun-14 24-Jun-14
Buy 27695 7.0571 19-Jun-14 24-Jun-14
Buy 64622 7.057 19-Jun-14 24-Jun-14
Buy 217 7.0571 20-Jun-14 25-Jun-14
Buy 217 7.0571 20-Jun-14 25-Jun-14
Buy 521 7.057 20-Jun-14 25-Jun-14
Buy 1214 7.0571 20-Jun-14 25-Jun-14
Sell -650 6.9526 24-Jun-14 27-Jun-14
Sell -650 6.9526 24-Jun-14 27-Jun-14
Sell -1560 6.9526 24-Jun-14 27-Jun-14
Sell -3640 6.9526 24-Jun-14 27-Jun-14
Buy 1500 6.8612 25-Jun-14 30-Jun-14
Buy 3600 6.8612 25-Jun-14 30-Jun-14
Buy 1500 6.8612 25-Jun-14 30-Jun-14
Buy 8400 6.8612 25-Jun-14 30-Jun-14
Buy 800 6.9062 25-Jun-14 30-Jun-14
Buy 800 6.9062 25-Jun-14 30-Jun-14
Buy 4480 6.9062 25-Jun-14 30-Jun-14
Buy 1920 6.9062 25-Jun-14 30-Jun-14
Buy 1000 6.9283 26-Jun-14 01-Jul-14
Buy 2400 6.9283 26-Jun-14 01-Jul-14
Buy 1000 6.9283 26-Jun-14 01-Jul-14
Buy 5600 6.9283 26-Jun-14 01-Jul-14
Buy 500 6.9286 26-Jun-14 01-Jul-14
Buy 500 6.9286 26-Jun-14 01-Jul-14
Buy 1200 6.9286 26-Jun-14 01-Jul-14
Buy 2800 6.9286 26-Jun-14 01-Jul-14
Buy 1000 6.9033 26-Jun-14 01-Jul-14
Buy 1000 6.9033 26-Jun-14 01-Jul-14
Buy 2400 6.9033 26-Jun-14 01-Jul-14
Buy 5600 6.9033 26-Jun-14 01-Jul-14
Buy 120 6.8768 26-Jun-14 01-Jul-14
Buy 120 6.8768 26-Jun-14 01-Jul-14
Buy 288 6.8769 26-Jun-14 01-Jul-14
Buy 672 6.8769 26-Jun-14 01-Jul-14
Buy 1500 6.8951 27-Jun-14 02-Jul-14
Buy 3600 6.8951 27-Jun-14 02-Jul-14
Buy 1500 6.8951 27-Jun-14 02-Jul-14
Buy 8400 6.8951 27-Jun-14 02-Jul-14
Buy 2500 6.8861 27-Jun-14 02-Jul-14
Buy 1380 6.8986 27-Jun-14 02-Jul-14
Buy 14000 6.8861 27-Jun-14 02-Jul-14
Buy 2500 6.8861 27-Jun-14 02-Jul-14
Buy 6000 6.8861 27-Jun-14 02-Jul-14
Buy 1380 6.8986 27-Jun-14 02-Jul-14
Buy 3312 6.8986 27-Jun-14 02-Jul-14
Buy 7728 6.8986 27-Jun-14 02-Jul-14
Buy 5000 6.8862 27-Jun-14 02-Jul-14
Buy 5000 6.8862 27-Jun-14 02-Jul-14
Buy 28000 6.8862 27-Jun-14 02-Jul-14
Buy 12000 6.8862 27-Jun-14 02-Jul-14
Buy 480 6.9019 30-Jun-14 03-Jul-14
Buy 480 6.9019 30-Jun-14 03-Jul-14
Buy 1152 6.9019 30-Jun-14 03-Jul-14
Buy 2688 6.9019 30-Jun-14 03-Jul-14
Buy 60 6.8868 30-Jun-14 03-Jul-14
Buy 60 6.8868 30-Jun-14 03-Jul-14
Buy 336 6.8869 30-Jun-14 03-Jul-14
Buy 144 6.8869 30-Jun-14 03-Jul-14
Buy 4460 6.9266 30-Jun-14 03-Jul-14
Buy 4460 6.9266 30-Jun-14 03-Jul-14
Buy 10704 6.9266 30-Jun-14 03-Jul-14
Buy 24976 6.9266 30-Jun-14 03-Jul-14
Buy 9080 6.965 30-Jun-14 03-Jul-14
Buy 9080 6.965 30-Jun-14 03-Jul-14
Buy 21793 6.965 30-Jun-14 03-Jul-14
Buy 50850 6.965 30-Jun-14 03-Jul-14
Buy 270 6.8827 30-Jun-14 03-Jul-14
Buy 270 6.8827 30-Jun-14 03-Jul-14
Buy 1512 6.8827 30-Jun-14 03-Jul-14
Buy 648 6.8827 30-Jun-14 03-Jul-14
Buy 1190 6.9243 30-Jun-14 03-Jul-14
Buy 1190 6.9243 30-Jun-14 03-Jul-14
Buy 2856 6.9243 30-Jun-14 03-Jul-14
Buy 6664 6.9243 30-Jun-14 03-Jul-14