Adecoagro majority acquisition by Tether Investments

Davis Polk is advising Adecoagro S.A. on its majority acquisition by Tether Investments S.A. de C.V. Pursuant to the terms of the transaction agreement, Tether will commence a tender offer to acquire up to 49,596,510 common shares of Adecoagro at a price in cash of $12.41 per common share. When combined with the shares already owned by Tether, this would represent approximately 70% of Adecoagro’s outstanding common shares. The closing of the transaction is subject to certain conditions, including the valid tender and non-withdrawal of a sufficient number of common shares that, when added to those already owned by Tether, will represent at least 51% of Adecoagro’s outstanding common shares on a fully diluted basis.

Adecoagro is a leading sustainable production company in South America. Adecoagro owns 200,000 hectares of farmland and several industrial facilities spread across the most productive regions of Argentina, Brazil and Uruguay, where it produces over 2.8 million tons of agricultural products and over 1 million megawatt hours of renewable electricity.

Tether Investments is the investment arm of Tether, the first blockchain-enabled platform to facilitate the digital use of traditional currencies through its USDT stablecoin, a digital token designed to maintain a one-to-one peg with the U.S. dollar.

The Davis Polk corporate team includes partners Maurice Blanco and James P. Dougherty and associates Samuel Liebmann, Yi Bao and Will North. Partner Adam Kaminsky is providing executive compensation advice. Partner Kara L. Mungovan is providing tax advice. Associate Samantha Zakka is providing antitrust and competition advice. Members of the Davis Polk team are based in the New York, Washington DC and Brussels offices.