Don Agro International Limited Announces Key Updates on Proposed Acquisitions and Group Expansion

Overview of the Announcement

Don Agro International Limited (“Don Agro” or the “Company”) has released a comprehensive update regarding its proposed acquisitions of 812 Capital LLC and Center for Innovative Medical Technologies, LLC (CIMT), which are being executed via JSC Tetra, a wholly owned subsidiary. These developments include amendments to acquisition agreements, changes in group structure, and critical information for shareholders.

Key Highlights of the Announcement

• Supplemental Agreements Signed: On 11 November 2025, the Company (through Tetra) entered into supplemental agreements with the vendors to amend several acquisition agreements. This is a response to changes in the target group structure following the completion of the Uni Medica Group Entities (UMC) acquisition by 812 Capital on 19 June 2025.
• Updated Group Structure: The Uni Medica Group Entities are now wholly owned subsidiaries of 812 Capital, forming an “Enlarged Target Group” that integrates these entities into the broader acquisition scope.
• Extension of Option Periods: The acceptance dates for the option agreements have been extended, allowing Vendor 1 or Tetra to sell or buy the balance stake (9.98%) at any time within 20 months from 6 September 2024 (i.e., until 6 May 2026).
• Vendor Indemnity: The vendors will provide indemnity for non-material historical non-compliance relating to records of general meetings of the relevant target group companies.
• Recognition of Loan as Payment: The loan disbursed by Tetra to 812 Capital on 23 May 2025 (supporting the UMC acquisition) will be recognized as a partial payment by Tetra for the CIMT acquisition, with no interest incurred.
• Shareholder Circular: The Company will issue a circular to shareholders with full details of the acquisitions, financial assistance, and supplemental agreements, along with a notice of an Extraordinary General Meeting (EGM).
• Directors’ and Major Shareholders’ Interests: No director, substantial shareholder, or their associates holds any interest in these supplemental agreements, except through their shareholdings in the Company.
• No New Director Appointments: No new director appointments or service contracts are proposed in connection with these agreements at this stage.
• Inspection of Agreements: Copies of the supplemental agreements are available for inspection at the Company’s registered office for three months starting from the date of this announcement.
• Cautionary Statement: There is no certainty that the main acquisition agreements will be entered into, that the options will be exercised, or that the proposed acquisitions will be completed.

Potentially Price-Sensitive Items for Shareholders

• Completion of the UMC Acquisition: The successful acquisition and integration of the Uni Medica Group Entities into the Enlarged Target Group could significantly expand Don Agro’s operational scope and earnings potential.
• Amendments to Acquisition Terms: The recognition of the previously disbursed loan as partial payment for the CIMT acquisition—without incurring interest—may improve the Company’s financial position and reduce acquisition costs.
• Extended Option Periods: The ability to buy or sell the remaining stake over an extended period provides flexibility in capital allocation and timing, which could impact future earnings and share value depending on market conditions and execution.
• Uncertainty of Completion: The cautionary statement highlights risks that the remaining acquisition steps may not be completed, which could impact future business plans and valuations.
• Shareholder EGM: The upcoming circular and EGM may present shareholders with important votes or decisions that could affect the Company’s direction and valuation.

Further Details

• Corporate Structure Changes: Detailed corporate structure diagrams (as at 11 November 2025 and post-acquisition) are provided in the appendices, illustrating the expanded scope of Don Agro’s interests via 812 Capital.
• Inspection and Transparency: The Company is providing access to the full supplemental agreements for transparency and investor confidence.
• Ongoing Updates: The Board has committed to updating shareholders on any material changes or developments as the transaction progresses.

What Investors Should Watch For

Investors should monitor updates regarding the completion of the main acquisition agreements and the exercise of option agreements. The expansion into the medical technology sector via CIMT and the integration of the Uni Medica Group Entities could be transformative for Don Agro, but also introduces new execution and integration risks. The outcome of the upcoming EGM and the terms outlined in the shareholder circular will also be critical in determining the Company’s future direction and value.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Shareholders and potential investors are advised to read all company announcements in full, consult their professional advisors, and exercise caution before making any investment decisions. The completion of the proposed acquisitions is subject to various conditions and uncertainties, and there is no assurance that all transactions will be successfully completed.

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