Adecoagro S.A. (NYSE:AGRO) and Asociación de Cooperativas Argentinas C.L. submitted a binding offer to acquire an additional 50% stake in PROFERTIL S.A. from YPF Sociedad Anónima (BASE:YPFD) for $635 million on December 1, 2025. A cash consideration of $600 million will be paid by Adecoagro S.A. and Asociación de Cooperativas Argentinas C.L. The purchase of 50% of YPF?s share capital and voting rights in Profertil S.A., involving the sale of 391,291,320 registered, non-endorsable Class B shares with a nominal value of Ps. 1 (one Argentine Peso) each and one vote per share for a purchase price of $635 million subject to the price adjustment mechanism provided for by the parties in the share purchase agreement. 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. 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.

Adecoagro's offer acceptance by YPF is subject of approval by YPF's Board of Directors to be held in December 2025. As of December 18, 2025, all conditions precedent to transaction are now fulfilled. The transaction is subject to customary closing conditions and is expected to be completed by December 31, 2025.

Adecoagro S.A. (NYSE:AGRO) and Asociación de Cooperativas Argentinas C.L. completed the acquisition of an additional 50% stake in PROFERTIL S.A. from YPF Sociedad Anónima (BASE:YPFD) on December 18, 2025