“Minimum Share Number”); (ii) no applicable law having been enacted, enforced, promulgated, issued or deemed applicable to the Offer, by any governmental authority in any jurisdiction in which either Purchaser or Adecoagro has material business operations that renders illegal or otherwise restrains or prohibits the making of the Offer, the acceptance for payment of or payment for some or all of the Shares by Purchaser; (iii) there not having been instituted or pending any proceeding by any governmental authority in any jurisdiction in which Adecoagro or Purchaser has material business operations that challenges or seeks to make illegal, prohibit or otherwise prevent the consummation of the Offer; (iv) certain fundamental representations and warranties of Adecoagro contained in the Transaction Agreement being true and correct in all respects or in all material respects, as the case may be; (v) certain other representations and warranties of Adecoagro contained in the Transaction Agreement being true and correct to the extent that the failure to be true and correct would not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Transaction Agreement); (vi) Adecoagro not having breached or failed to perform in all material respects any of its covenants, agreements or obligations under the Transaction Agreement; and (vii) there not having occurred or existing any event, state of facts, development, change, circumstance, occurrence or effect which, individually or in the aggregate, constitutes, has had or would reasonably be expected to have a Company Material Adverse Effect. The Offer is not conditioned upon Purchaser obtaining financing or the funding thereof. These and other conditions to the Offer are described in “The Tender Offer — Section 13 — Conditions to the Offer” and “The Tender Offer — Section 14 — Certain Legal Matters” of the Offer to Purchase.
Upon the terms and subject to the conditions set forth in the Offer, Purchaser will accept for payment and pay for up to 49,596,510 Shares that are validly tendered and not validly withdrawn on or prior to 12:00 midnight, New York City time, at the end of the day on Friday, April 25, 2025 (or, in the event the Offer is extended, the latest time and date at which the Offer, as so extended, will expire) (the “Expiration Time”). In the event of an over-subscription by shareholders in the Offer, the number of Shares validly tendered and not validly withdrawn prior to the Expiration Time will be subject to proration as described in “The Tender Offer — Section 1 — Terms of the Offer,” so that the aggregate number of Shares accepted for payment by Purchaser will be 49,596,510 (with fractional Shares rounded to the nearest whole Share). Purchaser will determine if such proration is necessary and announce the final results of the proration promptly (and in any event within three business days) after the Expiration Time.
Pursuant to the terms of the Transaction Agreement, Purchaser will extend the Offer (1) for one or more consecutive increments of not more than ten business days from time to time if, at the then-scheduled Expiration Time of the Offer, any of the conditions to the Offer has not been satisfied or (to the extent permitted by the Transaction Agreement) waived by Purchaser and (2) for any period required by (x) any applicable rule, regulation, interpretation or position of the SEC or the staff thereof or (y) the rules and regulations of the NYSE or applicable law, provided that in no event will Purchaser be required to extend the Offer beyond the earlier of June 24, 2025 and the valid termination of the Transaction Agreement in accordance with its terms. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, but no later than 9:00 a.m., New York City time, on the next business day after the day of the previously scheduled Expiration Time. There will be no subsequent offering period (as defined in Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
In order to take advantage of the Offer, you must either (i) complete and sign the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal, have your signature guaranteed (if required by Instruction 1 to the Letter of Transmittal), mail or deliver the Letter of Transmittal (or a manually signed facsimile copy) and any other required documents to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), and either deliver the certificates for your Shares along with the Letter of Transmittal to the Depositary or tender your Shares pursuant to the procedures for book-entry transfer set forth in Section 2 of the Offer to Purchase or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee to tender your Shares.
For purposes of the Offer, subject to the satisfaction and waiver of the conditions to the Offer, Purchaser will accept for payment, subject to proration, up to 49,596,510 Shares that are validly tendered