Adecoagro submits binding offer to acquire remaining 50% of Profertil S.A.

Adecoagro (AGRO) announced the submission of a binding offer to acquire YPF’s 50% stake in Profertil S.A., the largest producer of granular urea in South America. This binding offer was submitted under substantially the same terms and conditions to those previously agreed between Adecoagro and Nutrien, including a purchase price of approximately $600M. In relation to the acquisition of Nutrien’s 50 % interest in Profertil S.A., the main precedent conditions are fulfilled. Adecoagro’s offer acceptance by YPF is subject of approval by YPF’s Board of Directors to be held in December 2025. Upon consummation of this acquisition Adecoagro will become the controlling shareholder of Profertil owning 90% of the total share capital. The remaining 10% will be held by Asociacion de Cooperativas Argentinas. The company will finance the transaction through a combination of existing cash balances, a new long term credit facility which has already been committed, and proceeds from the sale of equity. The transaction is subject to customary closing conditions and is expected to be completed by December 31, 2025. Upon completion, Profertil will be fully consolidated into Adecoagro’s operations, strengthening the company’s integrated model and enhancing its ability to secure key inputs that are essential to the region’s agricultural and food-production sectors.