UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Securities Exchange Act of 1934
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
As of June 30, 2025 (the “Effective Date”), AGCO Corporation and/or one of more of its affiliates (the “Company”) entered into several agreements with Tractors & Farm Equipment Limited and/or one or more of its affiliates (collectively, “TAFE”), which are summarized below. Generally, the substantive provisions of the agreements are not effective until funds and shares have been deposited in escrow in connection with the closing of the Buyback Agreement (as defined below), and, to accommodate the timing of that closing, the Company and TAFE have entered into a third amendment (the “Amendment”) to the Amended and Restated Letter Agreement (the “Letter Agreement”) dated as of April 24, 2019, between AGCO and TAFE, as amended by Amendment No. 1, dated as of April 24, 2024, and Amendment No. 2, dated as of April 23, 2025, which extends the expiration of the Letter Agreement until July 15, 2025. The Company expects to further amend the Letter Agreement in due course to extend its expiration date to accommodate the ultimate effectiveness of the agreements described below.
Settlement Agreements
On June 30, 2025, the Company and TAFE entered into an Arbitrations Settlement Agreement and an India Litigation Settlement Agreement (collectively, the “Settlement Agreements”) pursuant to which the parties agree to resolve claims arising from the Company’s termination of various commercial and brand agreements with TAFE and related arbitrations and litigation. Under the Settlement Agreements, the parties agree to mutually release any and all claims against one another.
Intellectual Property Agreement
On June 30, 2025, the Company and TAFE entered into an Intellectual Property Agreement (the “Intellectual Property Agreement”) pursuant to which TAFE will take ownership of the Massey Ferguson brand in India, Nepal and Bhutan, having previously been a brand licensee for over 60 years, and the Company will retain certain protective rights, including rights of first refusal upon a proposed transfer of these intellectual property assets. The Intellectual Property Agreement also provides for certain customary confidentiality provisions.
Buyback Agreement
On June 30, 2025, the Company and TAFE entered into a Buyback Agreement (the “Buyback Agreement”) pursuant to which TAFE will repurchase the Company’s remaining shareholdings in TAFE for an aggregate amount of $260 million.
Cooperation Agreement
On June 30, 2025, the Company and TAFE entered into a Cooperation Agreement (the “Cooperation Agreement”) pursuant to which TAFE agreed to standstill provisions with respect to its actions with regard to the Company, including the limitation on TAFE purchasing additional shares of the Company that would increase its holdings above its current percentage of outstanding shares, the requirement to vote its shares of the Company in accordance with recommendations from the Company’s Board of Directors and not engaging in future public stockholder activism. The standstill provisions do not expire. TAFE retained the discretion to vote independently on any publicly-announced proposals related to an Extraordinary Transaction (as defined in the Cooperation Agreement). The Cooperation Agreement releases TAFE from the restriction on purchasing shares in the Company following certain events such as (i) the Company’s public announcement of a possible sale of the Company, (ii) any person commencing a Board-approved public tender to acquire the Company, (iii) certain persons (other than TAFE) acquiring 12.5% or more of the Company’s outstanding shares, (iv) any person commencing a Qualified Tender Offer (as defined in the Cooperation Agreement), (v) any person commencing a public tender offer by filing a Schedule TO, or (v) any person publicly announcing its intention to commence a public tender offer or makes a public offer. TAFE also agreed to participate pro rata in the Company’s share repurchase programs as authorized by the Company’s Board of Directors from time to time, but retains the right to maintain its current percentage level of beneficial ownership of the Company’s Common Stock.
The foregoing summaries of the Amendment to the Letter Agreement, the Settlement Agreements, the Intellectual Property Agreement, the Buyback Agreement, and the Cooperation Agreement (collectively, the “Agreements”) do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements, copies of which are attached as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 hereto and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGCO Corporation | ||
| By: | /s/ Damon Audia | |
|
Damon Audia Senior Vice President and Chief Financial Officer | ||
Dated: July 1, 2025