Turpaz Industries: Takeover of a perfumery company in the USA (Klabin)







This is an English translation of an immediate report in Hebrew which was published on September 18, 2022 (reference number: 2022-01-118207) (hereafter: the “Hebrew version“). This English version is for convenience only. It is not an official translation and has no binding force. Although reasonable care and skill have been exercised in the preparation hereof, no translation can never perfectly reflect the Hebrew version.In the event of any discrepancy between the Hebrew version and this translation, the Hebrew version shall prevail.

Turpaz Industries Ltd. (the “Company“)

Company number: 514574524

Address: Halahav 2 Holon

Tel: 03-5560913; Fax: 03-5560915

September 18, 2022

TO:

TO:

Israel Securities Authority (“IS A“)

Tel Aviv Stock Exchange Ltd (“TASE“)

Reported via Magna

Reported via Magna

Re: Takeover of a perfumery company in the USA (Klabin)

Turpaz Industries Ltd. (“Tupraz“) has the honor to announce that on September 16, 2022, via Turpaz USA1its wholly-owned subsidiary, it signed an agreement to purchase 81% of the issued and paid-up share capital and voting rights of Klabin Fragrances, Inc. (“Klabin“), a private company incorporated in the United States, to its shareholders, in exchange for a total of 24.3 million USD. The aforementioned consideration is subject to adjustments based on Klabin’s business performance during the 2022. Completion of the transaction is expected in The Company intends to finance the transaction partly through independent sources and partly through bank financing, the scope and terms of which have not yet been finalized. the date of the report.

The agreement includes options (put/call) for the purchase of the remaining shares of Klabin by Turpaz, exercisable from January 1, 2026, for a period of one year, until December 31, 2026. The price of exercise of the option is based on the commercial performance of the combined activities of Klabin and Turpaz USA in the field of perfume extracts in the United States, for a period beginning on January 1, 2023, until the date of exercise of the option .

Klabin executives and founders Saul and Justin Klabin will continue to manage and direct Klabin’s business for years to come, as well as Turpaz USA’s fragrance extract business.

1 Turpaz Fragrances and Flavors Inc.

in the United States, which will be united as mentioned with Klabin, and will join the management team of the Turpaz group.

Klabin, founded in 1994 and commenced operations in 1998, engages in the research, development, production, marketing, sale and supply of custom fragrances, natural oil blends, extracts, d natural and synthetic ingredients, raw materials, applications and functional solutions for the cosmetics, toiletries, candles, body and hair care, diffusers, detergents and fine fragrances markets.

The acquisition of Klabin is a strategic acquisition for Turpaz in the United States, which makes it possible to broaden the portfolio of products and customers of the group in the field of perfume extracts, while exploiting the synergies between the companies of the group in the development , purchasing, marketing and sales. The activities of Klabin, which will be merged with those of Turpaz in the USA, will strengthen the position of Turpaz as a major player in the field of perfumes in the USA.

According to the financial data that the company received from Klabin, based on its unaudited financial statements, for the years 2020 and 2021, Klabin’s revenue cycle amounted to 9.9 million USD and 9.7 million USD respectively, EBITDA amounted to USD 2.6 million and USD 2.4 million. respectively, total assets amounted to USD 2.5 million and USD 2.6 million respectively, with total liabilities amounting to USD 1.1 million and USD 0.7 million respectively.

Respectfully,

Turpaz Industries Ltd.

By: Karen Cohen Khazon, CEO and President.

Disclaimer

Turpaz Industries Ltd. published this content on September 18, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on September 18, 2022 06:39:00 UTC.

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Sales 2021 85.3 million

Net income 2021 12.6 million

Net cash 2021 21.9 million

PER 2021 ratio 188x
2021 performance 0.15%
Capitalization 536M
536M
EV / Sales 2020
EV / Sales 2021 9.52x
# of employees 372
Floating 33.9%

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