Adecoagro Announces Submission of Binding Offer to Acquire the Remaining 50% of Profertil S.A.

Rhea-AI Summary

Adecoagro (NYSE: AGRO) submitted a binding offer to acquire YPF's 50% stake in Profertil S.A. under substantially the same terms as its earlier deal with Nutrien, including a purchase price of approximately US$600 million. If accepted by YPF's board in December 2025 and closed, Adecoagro would own 90% of Profertil with the remaining 10% held by Asociación de Cooperativas Argentinas.

Profertil operates a Bahía Blanca complex with annual capacity of ~1.3 million t urea and ~790,000 t ammonia, supplies ~60% of Argentina's urea, and posted average annual EBITDA of ~US$390 million for 2020-2024. The deal is to be financed via cash, a committed long-term credit facility, and proceeds from an equity sale, and is expected to close by Dec 31, 2025.

Positive

• Control of Profertil with 90% ownership upon closing
• Profertil capacity: 1.3M t urea; 790k t ammonia annually
• Profertil supplies ~60% of Argentina's urea consumption
• Average annual EBITDA of ~US$390M (2020-2024)

Negative

• Transaction requires YPF board approval in December 2025
• Deal financing includes an equity sale, implying shareholder dilution
• Financing includes a new long-term credit facility, increasing leverage
• Expected close by Dec 31, 2025 creates a near-term execution timeline

Insights

M&A and Commodity Industry Analyst

Adecoagro seeks control of Profertil via a ~US$600 million binding offer, aiming to consolidate a high-margin fertilizer asset by December 31, 2025.

Adecoagro proposes to buy YPF's 50% stake on substantially the same terms as the Nutrien deal, which implies a purchase price of approximately US$600 million. Upon closing, Adecoagro would own 90% of Profertil, with Asociación de Cooperativas Argentinas retaining 10%. Profertil reports annual capacities near 1.3 million metric tons of urea and 790 thousand metric tons of ammonia, and an average annual EBITDA of about US$390 million for the 2020-2024 period.

The business rationale centers on securing a low-cost, dollarized input and cash‑generating platform that supplies roughly 60% of Argentina's urea consumption. Key dependencies include YPF Board approval expected in December 2025, customary closing conditions, and the company's stated financing mix: existing cash, a committed long-term credit facility, and proceeds from an equity sale. Execution risk lies in completing those financing steps and in receiving the seller board approval by the stated timeline.

Watch for three concrete items: YPF Board decision in December 2025, completion of the committed credit facility and equity sale, and transaction closing by December 31, 2025. These milestones determine whether Profertil will be consolidated into Adecoagro and whether the cited averages and capacity figures translate into immediate cash flow accretion.

LUXEMBOURG, December 1, 2025 /PRNewswire/ -- Adecoagro S.A. (NYSE: AGRO) ("Adecoagro" or the "Company"), a leading sustainable production company in South America, 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 US$600 million. 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 Asociación 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.

Profertil is a low-cost producer of urea and ammonia globally. With an annual capacity of approximately 1.3 million metric tons of urea and 790 thousand metric tons of ammonia, the company supplies approximately 60% of Argentina's urea consumption. Its state-of-the-art industrial complex located in the city of Bahía Blanca—Argentina's most important petrochemical hub—enjoys access to competitively priced natural gas and electricity. Profertil has a fully dollarized revenue business given the export nature of the product. The company generated an average annual EBITDA of approximately US$390 million over the 2020-2024 period.

Mariano Bosch, Co-Founder and Chief Executive Officer of Adecoagro, stated: "This transaction marks a significant milestone for Adecoagro, enhancing our scale, diversifying our portfolio, and strengthening the Company's long-term performance. Supported by our principal shareholder, we are leveraging Argentina's competitive advantages to drive sustainable growth and value creation for our stakeholders. The acquisition of Profertil positions Adecoagro as a key supplier to the regional agricultural sector, integrating a business with robust fundamentals and consistent cash generation. Profertil's strategic location, with direct access to Argentina's competitive natural gas resources, further reinforces our commitment to operational excellence and long-term resilience."

Juan Sartori, Head of Special Projects of Tether and Chairman of Adecoagro's Board of Directors, added: "As we have consistently stated, Adecoagro combines high-quality, low-cost production assets with a strong and experienced management team. This acquisition accelerates the Company's growth trajectory and reinforces its ability to deploy capital in a disciplined and high-return manner. At Tether, we are excited to support Adecoagro in this strategy. Profertil is a best-in-class company, essential to Argentina and South America's agricultural production chain, and we believe its integration will significantly enhance Adecoagro's platform by increasing exposure to sustainable, real assets that create long-term value."

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.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

Adecoagro's management will host a conference call on December 3, 2025 at 11am EST, to discuss the transaction.

About Profertil:

Profertil is a company devoted to the production of the fertilizers needed to optimize crop yields in a sustainable manner. Equally owned by YPF and Nutrien Ltd., Profertil has its production plant located in the port of Ingeniero White, Province of Buenos Aires. There, it produces 1,320,000 tons of granulated urea annually, the main nitrogen fertilizer for the soil in the production of different oilseeds and grains. In addition, it sells other fertilizers and prepares tailor-made mixtures to provide each territory and crop with the nutrition required. It has administrative offices in Buenos Aires and logistic terminals in Bahía Blanca, Necochea, San Nicolás (Buenos Aires) and Puerto General San Martín (Santa Fe).

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 3.1 million tons of agricultural products and over 1 million MWh of renewable electricity.

Forward-Looking Statements

This press release contains forward-looking statements. 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, 2024 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. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions.

For questions, please contact:

Adecoagro 
Victoria Cabello - IR Officer
Email: ir@adecoagro.com

View original content:https://www.prnewswire.com/news-releases/adecoagro-announces-submission-of-binding-offer-to-acquire-the-remaining-50-of-profertil-sa-302629536.html

SOURCE Adecoagro S.A.

FAQ

What did Adecoagro (AGRO) offer to acquire Profertil from YPF on December 1, 2025?

Adecoagro submitted a binding offer to buy YPF's 50% stake in Profertil for approximately US$600 million under substantially the same terms as its Nutrien deal.

If the Profertil acquisition closes, what percentage of Profertil will Adecoagro (AGRO) own?

Upon closing, Adecoagro would own 90% of Profertil; the remaining 10% will be held by Asociación de Cooperativas Argentinas.

How will Adecoagro (AGRO) finance the Profertil acquisition announced December 1, 2025?

The company will use existing cash balances, a committed long-term credit facility, and proceeds from an equity sale to finance the transaction.

What are Profertil's production and financial metrics cited in Adecoagro's announcement?

Profertil has ~1.3 million t urea and ~790,000 t ammonia annual capacity, supplies ~60% of Argentina's urea, and averaged ~US$390M EBITDA annually (2020-2024).

What approvals and timing are required for Adecoagro's Profertil deal (AGRO)?

The offer is subject to YPF board approval in December 2025 and customary closing conditions, with an expected completion date of Dec 31, 2025.