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

News Market Reaction

-1.35%

1 alert

-1.35% News Effect

-$11M Valuation Impact

$803M Market Cap

0.9x Rel. Volume

On the day this news was published, AGRO declined 1.35%, reflecting a mild negative market reaction. This price movement removed approximately $11M from the company's valuation, bringing the market cap to $803M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Purchase price: US$600 million Urea capacity: 1.3 million metric tons per year Ammonia capacity: 790 thousand metric tons per year +5 more

8 metrics

Purchase price US$600 million Offer for YPF’s 50% stake in Profertil

Urea capacity 1.3 million metric tons per year Profertil production capacity

Ammonia capacity 790 thousand metric tons per year Profertil production capacity

Argentina urea share 60% Share of Argentina’s urea consumption supplied by Profertil

Average annual EBITDA US$390 million Profertil, 2020–2024 period

Ownership post-deal 90% Adecoagro’s stake in Profertil after both 50% acquisitions

Residual stake 10% Asociación de Cooperativas Argentinas’ stake in Profertil

Expected closing date December 31, 2025 Target completion date for the transaction

Market Reality Check

Price: $8.64 Vol: Volume 3,348,789 is 5.39x...

high vol

$8.64 Last Close

Volume Volume 3,348,789 is 5.39x the 20-day average of 621,226, indicating elevated trading activity ahead of this news. high

Technical Shares at $7.38 are trading below the 200-day MA at $9.11 and sit close to the 52-week low of $7.42, well under the 52-week high of $11.785.

Peers on Argus

AGRO was down 5.77% while key farm-product peers like DOLE (+3.52%), FDP (+4.14%...

AGRO was down 5.77% while key farm-product peers like DOLE (+3.52%), FDP (+4.14%), LND (+1.08%) and LMNR (+1.56%) traded higher, pointing to a stock-specific reaction rather than a sector-wide move.

Historical Context

5 past events · Latest: Dec 09 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Equity offering	Negative	+1.6%	Announced public offering of $300M in common shares with overallotment.
Dec 01	Shelf filing	Negative	-1.4%	Filed Form F-3 shelf to sell up to $500M of securities over time.
Dec 01	Profertil acquisition offer	Positive	-1.4%	Submitted binding offer to buy YPF’s 50% stake in Profertil for ~$600M.
Nov 11	Earnings update	Positive	+1.8%	Reported 3Q25 Adjusted EBITDA of $115.1M and record crushing volumes.
Oct 23	Dividend declaration	Positive	-0.8%	Board approved second $17.5M cash dividend tranche for 2025.

Pattern Detected

Recent history shows several divergences where the stock moved against seemingly shareholder-friendly news such as acquisitions and dividends, while dilution-related items sometimes aligned more closely with price action.

Recent Company History

Over the last few months, Adecoagro combined shareholder returns and balance-sheet actions with the Profertil build-out. A $17.5M dividend tranche on Oct 23 and strong 3Q25 Adjusted EBITDA of $115.1M on Nov 11 framed the strategy. In parallel, the company agreed to acquire Nutrien’s and later YPF’s 50% stakes in Profertil for about $600M each, targeting 90% ownership. A Form F‑3 filing and a $300M equity offering later supported this expansion, with share reactions often mixed.

Market Pulse Summary

This announcement outlines Adecoagro’s binding offer to buy YPF’s 50% stake in Profertil for about U...

Analysis

This announcement outlines Adecoagro’s binding offer to buy YPF’s 50% stake in Profertil for about US$600M, targeting 90% ownership in a urea and ammonia producer with roughly 1.3M tons of urea capacity and average annual EBITDA near US$390M. The deal would be funded with cash, a committed long-term credit facility, and equity proceeds. Investors may track closing conditions, financing execution, and how full consolidation of Profertil affects leverage and future capital allocation.

Key Terms

ebitda, urea, ammonia, credit facility, +1 more

5 terms

ebitda financial

"The company generated an average annual EBITDA of approximately US$390 million..."

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

urea technical

"Profertil is a low-cost producer of urea and ammonia globally."

Urea is a small, water‑soluble molecule the body makes to carry away nitrogen waste from breaking down protein, similar to how a household drains remove unwanted material. Investors care because urea is also a major industrial feedstock used in fertilizers and chemicals, and changes in demand, prices, or regulatory shifts can affect companies in agriculture, chemicals and healthcare diagnostics tied to kidney function monitoring.

ammonia technical

"Profertil is a low-cost producer of urea and ammonia globally."

Ammonia is a common industrial chemical (molecular formula NH3) used like a concentrated nutrient delivery system to make fertilizers, as a refrigerant, and as a raw ingredient for many industrial products; it is a colorless, pungent gas that can be toxic in high concentrations. Investors watch ammonia because its price, production costs and environmental regulations affect agricultural input costs, energy projects using ammonia as a fuel or hydrogen carrier, and the profitability and safety liabilities of chemical and logistics companies.

credit facility financial

"a new long term credit facility which has already been committed"

A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.

equity financial

"and proceeds from the sale of equity."

Equity is an ownership stake in a company, usually represented by shares, that gives the owner a claim on the company’s profits and on its assets after debts are paid. For investors, equity matters because its value rises and falls with the company’s performance, determines potential dividend income and voting influence, and represents both the upside (growth) and the risk (loss) of owning a slice of the business, like owning a piece of a pie whose size can change.

AI-generated analysis. Not financial advice.

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.