Industry News

Adecoagro S.A. (AGRO) (" Adecoagro " or the "Company"), a leading sustainable production company in South America and Tether Investments S.A. de C.V. (" Tether "), a member of the Tether Group which includes the issuer of USDT, the world’s largest stablecoin , today announced that they have entered into a Transaction Agreement. Pursuant to the terms of the agreement, which has been unanimously approved by Adecoagro’s Board of Directors, Tether will promptly commence a tender offer to acquire up to 49,596,510 Common Shares of the Company at a price in cash of $12.41 per Common Share (representing, when added to the Shares already owned by Tether , approximately 70% of the outstanding Common Shares of the Company). The closing of the transaction is subject to certain closing conditions, including there being validly tendered and not validly withdrawn a number of Common Shares that, when added to the Common Shares already owned by Tether , represents at least 51% of the outstanding Common Shares on a fully diluted basis.

"I am very excited about this transaction and the opportunity to have a significant shareholder like Tether , who shares the entrepreneurial spirit that led us to create Adecoagro 23 years ago and that continues to be present in our day-to-day decisions." said Mariano Bosch , Co-Founder and Chief Executive Officer of Adecoagro . "At Adecoagro we produce food and renewable energy, which is associated with the traditional agribusiness industry, but the adoption of cutting-edge technology is present in our four business segments and is a relevant driver of our low-cost strategy. Having our largest shareholder understand the importance of technology and support our existing projects and future ventures, places us in a privileged position to continue expanding our culture and work."

Mr. Bosch further added " Tether ’s support for the Company’s strategic vision, is an acknowledgment to the hard work of our passionate and diverse team, that is capable of developing these efficient and sustainable production models in the interior of Argentina , Brazil and Uruguay , with a constant focus on doing things better every day to continue delivering long-term returns and generating value for our shareholders."

"Among the things I am excited about is that our Board of Directors, which is a key element of our governance model, will benefit from the continuity of some of our current members and from the fresh ideas that the new additional directors will provide. Also, there is a specific retention plan for management, and we are all excited to continue working hard on making Adecoagro an even better company" elaborated Mr. Bosch .

Mr Bosch concluded "I think we have reached an agreement that respects and protects minority shareholders, and I am very happy about that. That is why I decided not to sell any of my shares, unless it is necessary to move forward with the transaction and enable Tether to reach the minimum threshold."

Emilio Gnecco , Chief Financial Officer of Adecoagro added "The work we have done over the past years have led to deliver consistent results and better positioned us for long-term sustainable growth. We are at a point where we have become a solid platform from which we can expand our current businesses and potential new ones. The incorporation of a shareholder like Tether will allow us to pursue a more ambitious growth plan."

"This transaction reflects Tether ’s commitment to investing in sustainable, future-oriented companies that have a deep impact on real-world economies," said Paolo Ardoino , CEO of Tether . " Adecoagro has built an impressive track record of innovation in food and renewable energy production across South America , and we are proud to support its vision. Our investment aligns with Tether ’s broader strategy to back infrastructure, technology, and businesses that advance economic freedom and resilience, especially in regions where these values are most needed. We look forward to contributing to Adecoagro’s continued growth and long-term success."

J.P. Morgan is acting as exclusive financial advisor and Davis Polk & Wardwell LLP and Elvinger Hoss Prussen are acting as legal advisors to the Company. McDermott Will & Emery LLP is acting as legal advisor to Tether .