LUXEMBOURG, Feb. 18,
2025 /PRNewswire/ -- Adecoagro S.A. (NYSE: AGRO) (the
"Company"), a leading sustainable production company in
South America, announces its Board
of Directors received an unsolicited non-binding proposal from
Tether Investments S.A. de C.V.
("Tether") on February 14,
2025 to acquire outstanding Common Shares of the Company at
a price of $12.41 per Common Share
through a tender offer that would result in Tether
collectively holding 51% of the outstanding Common Shares of the
Company. Tether is already a shareholder of the
Company, holding approximately 19.4% of its outstanding Common
Shares according to Tether's last public filing on
Schedule 13D dated November 14,
2024.
The Board of Directors held a meeting on February 16, 2025 to discuss the terms and
conditions of the proposal and decided to engage legal and
financial advisors to further assist the Board in its evaluation of
the proposal and whether it is in the best interests of all
shareholders and the Company. The Board of Directors will
respond in due course. The Company's shareholders are not
required to take any action at this time.
About Adecoagro:
Adecoagro is a leading sustainable
production company in South
America. Adecoagro owns 210.4 thousand hectares of farmland,
and several industrial facilities spread across the most productive
regions of Argentina, Brazil and Uruguay, where it produces over 2.8 million
tons of agricultural products and over 1 million MWh of renewable
electricity.
For questions please contact:
Victoria Cabello
IR Officer
Email: ir@adecoagro.com
No Offer or Solicitation; Additional Information and Where to
Find It
The tender offer referenced in this communication
has not yet commenced. This announcement is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell securities. The solicitation
and offer to buy the Company's securities will only be made
pursuant to an Offer to Purchase and related tender offer
materials. At the time the tender offer is commenced,
Tether will be required to file a tender offer
statement on Schedule TO and thereafter the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. THE COMPANY'S STOCKHOLDERS ARE
URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE
COMPANY'S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SECURITIES. These materials
will be made available to the Company's stockholders at no expense
to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC's website at www.sec.gov. Copies of the
documents filed by the Company with the SEC by will be available
free of charge on the Company's internet website at
www.adecoagro.com or by contacting the Company's investor
relations department at ir@adecoagro.com.
Forward Looking Statements
This release contains
information that may constitute forward-looking statements for
purposes of the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by the fact that they do not relate strictly to historic
or current facts and often use words such as "anticipate,"
"estimate," "expect," "believe," "will likely result," "outlook,"
"project" and other words and expressions of similar meaning.
Investors are cautioned not to place undue reliance on
forward-looking statements. Actual results may differ materially
from those indicated by such forward-looking statements as a result
of various important factors, including, but not limited to, those
set forth in the "Risk Factors" section of the Company's Form 20-F
for the fiscal year ended December 31,
2023 and subsequent filings with the SEC. The Company may
not succeed in addressing these and other risks. Consequently, all
forward-looking statements in this release are qualified by the
factors, risks and uncertainties contained therein. In addition,
the forward-looking statements included in this press release
represent the Company's views as of the date of this press release
and these views could change. However, while the Company may elect
to update these forward-looking statements at some point, the
Company specifically disclaims any obligation to do so, other than
as required by federal securities laws. These forward-looking
statements should not be relied upon as representing the Company's
views as of any date subsequent to the date of this release.
Participants in the Solicitation
The Company, its
directors, certain of its officers, and other employees may be
deemed to be "participants" (as defined in Section 14(a) of the
Exchange Act of 1934, as amended) in respect of the proposed
transaction. Information about the names of the Company's directors
and officers, their respective interests in the Company by security
holdings or otherwise, and their respective compensation is set
forth in the Company's Form 20-F for the fiscal year ended
December 31, 2023 which was filed
with the SEC on April 26, 2024, and
any other relevant documents filed with the SEC.
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SOURCE Adecoagro S.A.
