par INTER PARFUMS (EPA:ITP)
Project to simplify the control structure. Merger by absorption of the French company Interparfums Holding SAS by French company Interparfums SA
Project to simplify the control structure
Merger by absorption of the French company Interparfums Holding SAS
by French company Interparfums SA
The French company Interparfums SA, listed on Euronext Paris, proposes to absorb the French company Interparfums Holding SAS in December 2025.
To date, Interparfums Holding SAS has no operational activities. Its only asset (excluding cash) consists of shares in Interparfums SA. This company has no development objectives of its own, nor any specific investment projects.
This transaction has the advantage of simplifying the shareholding structure of the French company Interparfums SA by simply replacing its sole shareholder, the French company Interparfums Holding SAS, with the American company Interparfums Inc., whose shares are traded on the Nasdaq in New York.
The Board of Directors of Interparfums SA and the Chairman of Interparfums Holding SAS have therefore decided to present to their respective shareholders a plan to merge Interparfums SA and Interparfums Holding SAS, with the former absorbing the latter. It should be noted that Interparfums SA is controlled at the highest level by Messrs. Philippe Benacin et Jean Madar.
Diagram of the structure before/after the merger
Before After
Interparfums Inc. Interparfums Inc.
Interparfums Holding SAS Interparfums SA
Interparfums SA
Simplified structure of Interparfums after the merger (disappearance of Interparfums Holding SAS)
Interparfums Holding SAS’s only asset (excluding cash) is its Interparfums SA shares. Consequently, the merger parity between Interparfums SA and Interparfums Holding SAS is established on a transparent basis. The share exchange ratio adopted is 25.5852 Interparfums SA shares for 1 Interparfums Holding SAS share.
In consideration and representation of the net assets of the French company Interparfums Holding SAS, transferred as part of the merger, 60,632,062 new shares will be created and fully paid up by the French company Interparfums SA. These shares will all be allocated to the American company Interparfums Inc, the sole shareholder of Interparfums Holding SAS. The share capital of Interparfums SA will thus be increased by a nominal amount of €181,896,186 bringing it from €251,183,547 to €433,079,733.
The President of the Paris Commercial Court has appointed Mr. Robert Bellaiche and Mr. Laurent Benedict as merger commissioners. They have already prepared their reports and concluded that the exchange ratio is fair
About Interparfums SA
and that the net assets contributed by the absorbed company are at least equal to the nominal amount of the capital increase of the absorbing company. As a result of the merger, Interparfums SA will receive 60,564,819 of its own shares. These shares are intended to be canceled in their entirety. The share capital of Interparfums SA will thus be reduced by €181,694,457 to €251,385,276.
As of August 31, 2025, the capital and voting rights of Interparfums SA were distributed as follows:
Shares % of Theoretical theoretical % of Actual voting rights voting actual % of held capital voting rights voting rights rights
Interparfums
SAS 60,564,819 72.34% 116,964,488 83.14% 116,964,488 83.20%
Holding
Public 23,062,323 27.54% 23,623,833 16.79% 23,623,833 16.80%
Treasury
100,707 0.12% 100,707 0.07% - shares
Total 83,727,849 100% 140,689,028 100% 140,588,321 100%
The capital and voting rights of Interparfums SA would be distributed as follows following the merger and cancellation of all Interparfums SA shares received by the latter in connection with the merger.
Shares held capital% of voting rightsTheoretical voting rightstheoretical % of Actual voting rights voting actual rights% of
Interparfums
60,632,062 72.36% 121,264,124 83.64% 121,264,124 83.70%
Inc.
Public 23,062,323 27.52% 23,623,833 16.29% 23,623,833 16.30%
Treasury
100,707 0.12% 100,707 0.07% - shares
Total 83,795,092 100% 144,988,664 100% 144,887,957 100%
The merger transaction will be described in a merger document filed with the AMF, made available to shareholders, and appended to the report of the Board of Directors of Interparfums SA.
The merger will be submitted for approval at the Interparfums SA Shareholders’ Meeting scheduled for December 17, 2025, subject to obtaining a prior decision from the AMF confirming that this transaction does not require the prior filing of a public withdrawal offer on the basis of Article 236-6 of the AMF’s General Regulations.
Founded by Philippe Benacin and Jean Madar in 1982, Interparfums develops, manufactures and distributes prestige perfumes and cosmetics as the exclusive worldwide licensee for Boucheron, Coach, Jimmy Choo, Karl Lagerfeld, Kate Spade, Lacoste, Longchamp, Moncler, Montblanc and Van Cleef & Arpels. The company is the owner of Lanvin, Rochas, Off-White®, Annick Goutal and Solférino brands for international class 3 and the Rochas brand globally. With products sold in over 100 countries worldwide through a selective distribution network, in 2024 Interparfums had consolidated sales of €880m, accompanied by an operating margin of 20% and €180m in cash and cash equivalents. Interparfums is listed on Euronext Paris with a market capitalization above €2,4 billion.
Paris, October 31, 2025
Interparfums This press release is available Contacts Philippe Santi ISIN : FR0004024222-ITP
10 rue de Solférino in French and English Executive Vice President Reuters : IPAR.PABloomberg : ITP
75007 Paris on the company’s website Philippe Benacin psanti@interparfums.fr Euronext Compartment A Tel. +33 (0)1 53 77 00 00 interparfums-finance.fr Chairman - Chief Executive Officer Eligible for Deferred
pbenacin@interparfums.fr Cyril Levy-PeyCommunication Director Settlement Service (SRD)Eligible for PEA
clevypey@interparfums.fr Index - SBF 120, CAC Mid 60