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Turpaz Industries Ltd. M&A Activity 2026

Feb 3, 2026

7098_rns_2026-02-03_5c7602c3-b76d-43f9-b9ca-39a49a1991c3.pdf

M&A Activity

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Turpaz Industries Ltd.

Company Number: 514574524 Address: 10 HaShita, Caesarea

Phone: 03-5560913, Fax: 03-5560915

To To

Securities Authority The Tel Aviv Stock Exchange Ltd. ("TASE")

Via MAGNA Via MAGNA

February 3, 2026

Subject: Addendum to the Agreement for the Acquisition of a French Fragrance Company (Attractive Scent)

Further to the immediate reports dated July 2, 2025, and July 12, 2025 (References: 2025- 01-047693 and 2025-01-051283, respectively), regarding an acquisition, via a subsidiary , of approximately 68.6% of the share capital of Attractive Scent SAS, a private French company ("Attractive Scent"), from its founders ("the Founders") and additional shareholders, and a mutual option (Call/Put) for the purchase of the balance of the shares in Attractive Scent, Turpaz Industries Ltd. ("Turpaz") is honored to report as follows. 1

From the date of completion of the acquisition, Turpaz and the Founders have worked to expand Attractive Scent's operations in France and other markets worldwide, to integrate it into the Turpaz group and to leverage synergies within the Group's fragrance division. Within this process, and in light of Turpaz's intention to expand its activities in the field of fragrance extracts globally, and specifically in France, Turpaz and the Founders have reached the conclusion that there is a significant business advantage in creating a full identity of interests between Attractive Scent and the Group's fragrance division. Accordingly, alongside the continued leadership of Attractive Scent, the Founders will work to expand the operations of the entire fragrance division, to deepen its global spread and to develop new markets.

Accordingly, the parties signed on February 2, 2026, an addendum to the agreement dated July 2, 2025 ("the Addendum to the Agreement") under which it was determined, among other things, that the balance of the share capital of Attractive Scent, representing approximately 31.4% of its share capital and held by the Founders and additional shareholders ("the Balance of Share Capital"), will be purchased by Turpaz immediately, so that Turpaz will hold the full (100%) share capital of Attractive Scent, instead of the mutual option (Put/Call) mechanism established in the acquisition agreement.

The consideration for the purchase of the balance of the share capital will amount to a total sum of 20.1 million Euros (approximately 23.8 million Dollars), which will be paid as follows: (a) a sum of approximately 7.3 million Euros (approximately 8.7 million Dollars) will be paid to the Founders by way of an allocation of Turpaz shares, according to the average price of Turpaz shares in the 30 calendar days preceding the date of signing the Addendum to the Agreement, subject to and shortly after receiving TASE approval for the registration of the shares.

Turpaz Belgium SRL, a private Belgian company fully owned by Turpaz. 1

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for trading ; (b) an immediate payment in the amount of approximately 0.7 million Euro (approximately 0.8 million Dollars) which were paid in cash to additional shareholders upon the signing of the addendum to the agreement; and (c) a deferred payment in the amount of 12.1 million Euro (approximately 14.4 million Dollars) which will be paid in cash to the founders, on February 1, 2029. 2

Turpaz's estimates regarding the continuation and expansion of its activities in France constitute forward-looking information as defined in the Securities Law, 5728-1968, which is based on Turpaz management's estimates as of this date. The realization of these estimates depends on various factors that are not under Turpaz's control, and may be materially different from the aforementioned.

Sincerely,

Turpaz Industries Ltd.

Signed by: Keren Cohen Hazon, CEO

For details regarding the allocation of shares in accordance with the Securities Regulations (Private Offering of securities in a Registered Company), 5760-2000 see the private allocation report published concurrently with this immediate report. 2