Tender Offer - Adecoagro S.A.
Form Type: SC 14D9
Filing Date: 2025-03-31
Corporate Action: Tender-offer
Type: New
Accession Number: 000095010325004053
Filing Summary: Adecoagro S.A. has filed a Schedule 14D-9 in relation to a tender offer initiated by Tether Investments S.A. de C.V. The Purchaser intends to buy up to 49,596,510 of Adecoagro's outstanding common shares at a price of $12.41 per share, representing approximately 70% ownership upon consummation. The offer is structured around a Transaction Agreement dated March 26, 2025, and is contingent upon the tender of a minimum of 51% of the outstanding shares. The offer will expire on April 24, 2025, unless extended. Around 31,245,229 shares must be validly tendered to fulfill the Minimum Condition. The filing outlines corporate governance changes following the offer, which include board representation and voting requirements for major equity transactions.
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Additional details:
Tender Offer Price: 12.41
Maximum Shares: 49596510
Minimum Condition Shares: 31245229
Expiration Time: 2025-04-24T23:59:00Z
Form Type: SC TO-T
Filing Date: 2025-03-28
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925029471
Filing Summary: Tether Investments, S.A. de C.V. launched a tender offer to purchase up to 49,596,510 common shares of Adecoagro S.A., representing approximately 49.6% of the outstanding shares, at a price of $12.41 per share. The offer was announced on March 28, 2025, and aims to increase Tether's ownership stake in Adecoagro from 20,398,699 shares to 69,995,209 shares, amounting to approximately 70.0% of the total. The tender offer is set to expire at 12:00 Midnight, New York City Time, on April 24, 2025, unless extended. The document outlines key details of the offer, including terms, procedures for tendering shares, and tax consequences.
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Additional details:
Maximum Share Number: 49596510
Purchase Price Per Share: 12.41
Expiration Time: 2025-04-24T00:00:00-04:00
Tether Current Holding: 20398699
Tether Final Holding: 69995209
Percentage Of Outstanding Shares: 70
Form Type: SCHEDULE 13D/A
Filing Date: 2025-03-28
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925029029
Filing Summary: On March 26, 2025, Adecoagro S.A. and Tether Investments, S.A. de C.V. entered into a Transaction Agreement where Tether Investments plans to purchase up to 49,596,510 Common Shares at a price of $12.41 per share. This transaction aims to enable Tether Investments to achieve at least a majority stake in Adecoagro S.A. Following the purchase, Tether Investments will have control over the company. The agreement includes covenants that prevent Adecoagro S.A. from engaging in any competing acquisition proposals during a Pre-Closing Period. Tether Investments has also agreed to certain restrictions on transferring shares and will vote in favor of governance changes proposed in amended Articles of Incorporation intended to protect minority shareholders. The agreement allows for termination under specified conditions, including a $25 million termination fee if certain conditions are met. Additionally, a Registration Rights Agreement was established to provide Tether Investments with registration rights for its securities. The tender offer has not yet commenced, and detailed information will be provided in materials filed with the SEC when the offer begins.
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Additional details:
Total Shares Tendered: 49596510
Purchase Price Per Share: 12.41
Common Shares Owned By Tether: 20398699
Required Shares For Majority Control: 51%
Form Type: SC TO-C
Filing Date: 2025-03-27
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925028518
Filing Summary: Tether Investments, S.A. de C.V. is planning a tender offer to acquire up to 49,596,510 common shares of Adecoagro S.A., which represents 49.6% of the issued and outstanding shares as of March 26, 2025. The offer price is set at $12.41 per share in cash, subject to adjustments as outlined in a transaction agreement dated March 26, 2025. This tender offer is considered a third-party tender offer under Rule 14d-1, and the offer has not yet commenced. It is stated that the SEC will receive a tender offer statement on Schedule TO and a solicitation/recommendation statement on Schedule 14D-9 when the tender offer begins. Shareholders are encouraged to review these upcoming documents carefully for detailed information.
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Additional details:
Tender Offer Number Of Shares: 49596510
Tender Offer Percentage: 49.6
Tender Offer Price: 12.41
Form Type: SC14D9C
Filing Date: 2025-03-27
Corporate Action: Tender-offer
Type: New
Accession Number: 000095010325003862
Filing Summary: Adecoagro S.A., a sustainable production company in South America, has announced a Transaction Agreement with Tether Investments S.A. de C.V. Under this agreement, Tether plans to initiate a tender offer to acquire up to 49,596,510 of Adecoagro's Common Shares at a cash price of $12.41 per share. This acquisition has been unanimously approved by Adecoagro’s Board of Directors and aims to give Tether approximately 70% ownership of Adecoagro if the offer is completed. The offer is contingent upon the tender of at least 51% of the total outstanding shares. The agreement highlights Tether's commitment to investing in sustainable businesses and supports Adecoagro’s strategic vision for growth and innovation in food and renewable energy production. The document emphasizes the potential conditions and challenges that could affect the completion of the tender offer, including shareholder participation and necessary regulatory approvals.
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Additional details:
Title Of Class: Common Shares
Cusip Number: L00849106
Tender Offer Price: 12.41
Total Common Shares Offered: 49,596,510
Minimum Shares Required For Closing: 51%
Financial Advisor: J.P. Morgan
Legal Advisor Company: Davis Polk & Wardwell LLP
Legal Advisor Tether: McDermott Will & Emery LLP
Form Type: SC14D9C
Filing Date: 2025-03-17
Corporate Action: Tender-offer
Type: New
Accession Number: 000095010325003482
Filing Summary: Adecoagro S.A. is in discussions with Tether Investments S.A. de C.V. concerning Tether's proposal to acquire the Company's outstanding Common Shares through a tender offer. The proposed tender offer aims for Tether to acquire 51% of the Common Shares at a price of $12.41 per share. The expiration date of an Exclusivity Letter between Adecoagro and Tether has been extended to March 30, 2025. Adecoagro has stated that it cannot guarantee a definitive agreement will result from the discussions or the terms of any potential transaction. The announcement emphasizes that the tender offer has not yet commenced and serves as preliminary communication only, urging shareholders to await more information once the process starts.
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Additional details:
Tender Offer Price: 12.41
Exclusivity Letter Expiration: 2025-03-30
Form Type: SC14D9C
Filing Date: 2025-03-14
Corporate Action: Tender-offer
Type: New
Accession Number: 000095010325003463
Filing Summary: Adecoagro S.A. has filed a Schedule 14D-9 related to the proposal by Tether Investments S.A. de C.V. to acquire outstanding common shares of Adecoagro through a tender offer. Tether aims to acquire a 51% stake in the company and has made a non-binding proposal to buy shares at $12.41 each. Currently, Tether holds about 20.2% of Adecoagro's shares. Following the receipt of this proposal, Adecoagro's board convened to evaluate the terms and has begun discussions with Tether, including signing an Exclusivity Letter. However, the tender offer has not yet commenced, and this filing serves as a preliminary communication, emphasizing that it is not an offer or solicitation to sell securities. Further details will follow when the tender offer commences, with relevant documents made available to shareholders at no expense.
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Additional details:
Common Shares Price: 12.41
Stake To Acquire: 51%
Current Stake: 20.2%
Form Type: SC14D9C
Filing Date: 2025-03-13
Corporate Action: Tender-offer
Type: New
Accession Number: 000095010325003409
Filing Summary: Adecoagro S.A. has filed a Schedule 14D-9 in relation to a proposal by Tether Investments S.A. de C.V. to acquire outstanding Common Shares of Adecoagro through a tender offer. The proposal includes an offer price of $12.41 per share, which would result in Tether holding 51% of the shares. This document provides preliminary information regarding this proposal but the tender offer has not yet commenced. It also includes financial excerpts indicating the company's performance, such as Adjusted EBITDA of $444 million and NCFO of $161 million in 2024. The company has engaged legal and financial advisors to assist with the ongoing negotiations and is currently in discussions with Tether regarding the proposal, having entered an Exclusivity Letter to facilitate this process. Stockholders are advised to read all forthcoming documents related to the tender offer carefully as they will contain important information.
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Additional details:
Title Of Class Of Securities: Common Shares
Cusip Number: L00849106
Tender Offer Price: $12.41
Requested Percentage After Tender Offer: 51%
Financial Information Extracted: Adjusted EBITDA in 2024 was $444 million and NCFO $161 million.
Shareholder Distribution: $102 million
Form Type: SC14D9C
Filing Date: 2025-02-25
Corporate Action: Tender-offer
Type: New
Accession Number: 000095010325002368
Filing Summary: Adecoagro S.A. is engaging in discussions with Tether Investments S.A. de C.V. regarding Tether's proposal to acquire outstanding Common Shares of the Company at a price of $12.41 per share through a tender offer, leading to Tether holding 51% of Adecoagro's outstanding shares. The Company has signed an Exclusivity Letter for further negotiations; however, there are no guarantees that a definitive agreement will be reached or that the transaction will occur. Adecoagro reaffirms its commitment to enhancing shareholder value and indicates that no action is required from its shareholders at this time. Forward-looking statements in the communication caution investors about reliance on such information due to various risks and uncertainties.
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Additional details:
Common Shares: Common Shares, par value $1.50
Cusip Number: L00849106
Tender Offer Price: $12.41
Percentage Holding: 51%
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