Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
605000
¥ thousands (estimated amount including acquisition-related expenses)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterpartySuzuki Ryota (鈴木 涼太)
Disclosing companyPhotosynth inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
株式会社GOODLIFE Operation of directly managed semi-personal gyms under the “GOODLIFE GYM” brand, Operation of the “GOODLIFE GYM” franchise headquarters / 株式会社GDS Operation of machine Pilates studios under the “THE PORT Personal Pilates” brand, Operation of stretch-focused gyms under the “TUNE STRETCH” brand
Location 株式会社GOODLIFE Shibuya, Tokyo / 株式会社GDS Minato-ku, TokyoShare capital 株式会社GOODLIFE ¥1 million / 株式会社GDS ¥5 millionDate of incorporation 株式会社GOODLIFE 12 January 2021 (corporate form changed from a limited liability company to a joint-stock company on 1 October 2026) / 株式会社GDS 29 February 2024
Net Sales株式会社GOODLIFE ¥381.402 million (fiscal year ended December 2025) / 株式会社GDS ¥42.304 million (fiscal year ended January 2026)
Operating profit株式会社GOODLIFE ¥4.444 million (fiscal year ended December 2025) / 株式会社GDS -¥1.323 million (fiscal year ended January 2026)
Net income for the current fiscal year株式会社GOODLIFE ¥4.015 million (fiscal year ended December 2025) / 株式会社GDS -¥1.368 million (fiscal year ended January 2026)
Net assets株式会社GOODLIFE ¥15.843 million (fiscal year ended December 2025) / 株式会社GDS -¥2.853 million (fiscal year ended January 2026)
Consideration and expenses
Acquisition priceGOODLIFE shares: ¥400 million; GDS shares: ¥160 million; subtotal for target company shares: ¥560 million
Expenses other than the acquisition priceAcquisition-related expenses (estimated): ¥45 million
Type of ConsiderationCash (the entire amount is expected to be financed through borrowings from financial institutions)
Merger ratio/share exchange ratioNo shares or other monetary consideration will be allotted in connection with the merger. GOODLIFE will be the surviving company in the absorption-type merger, and GDS will be the absorbed company.
Funding arrangementsBorrowings from financial institutions
Impact on Business Performance
The impact on the Company's consolidated earnings forecast for the fiscal year ending December 2026 is currently under review. The Company will make a timely disclosure as soon as the impact of making the target companies subsidiaries becomes clear. The impact of the merger on the Company's consolidated results is also expected to be immaterial.
Procedures and assumptions
Valuation methodologyDetermined through discussions with the counterparty, based on the results of a share valuation by an independent third-party institution, taking into account the results of financial, legal and labor due diligence and the target companies' business plans
Management structure after acquisitionFollowing the merger, the corporate name will be 株式会社GOODLIFE. The representative director will change from Ozawa Tomoya (小澤 智哉), scheduled to take office on 1 November 2026. The business activities will comprise the operation of directly managed GOODLIFE GYM stores and the GOODLIFE GYM franchise headquarters, as well as the operation of THE PORT Personal Pilates and TUNE STRETCH. Capital will be ¥1 million, and the fiscal year-end will be 31 December. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Suzuki Ryota (鈴木 涼太) |
| Name of the Subject Company | 株式会社GOODLIFE, 株式会社GDS |
| Business Description of the Subject Company | 株式会社GOODLIFE Operation of directly managed semi-personal gyms under the “GOODLIFE GYM” brand, Operation of the “GOODLIFE GYM” franchise headquarters / 株式会社GDS Operation of machine Pilates studios under the “THE PORT Personal Pilates” brand, Operation of stretch-focused gyms under the “TUNE STRETCH” brand |
| Location of the Subject Company | 株式会社GOODLIFE Shibuya, Tokyo / 株式会社GDS Minato-ku, Tokyo |
| Capital Stock of the Subject Company | 株式会社GOODLIFE ¥1 million / 株式会社GDS ¥5 million |
| Date of Establishment of the Subject Company | 株式会社GOODLIFE 12 January 2021 (corporate form changed from a limited liability company to a joint-stock company on 1 October 2026) / 株式会社GDS 29 February 2024 |
| Net Sales of the Subject Company | 株式会社GOODLIFE ¥381.402 million (fiscal year ended December 2025) / 株式会社GDS ¥42.304 million (fiscal year ended January 2026) |
| Operating Profit of the Subject Company | 株式会社GOODLIFE ¥4.444 million (fiscal year ended December 2025) / 株式会社GDS -¥1.323 million (fiscal year ended January 2026) |
| Net Income of the Subject Company | 株式会社GOODLIFE ¥4.015 million (fiscal year ended December 2025) / 株式会社GDS -¥1.368 million (fiscal year ended January 2026) |
| Net Assets of the Subject Company | 株式会社GOODLIFE ¥15.843 million (fiscal year ended December 2025) / 株式会社GDS -¥2.853 million (fiscal year ended January 2026) |
| Acquisition price | GOODLIFE shares: ¥400 million; GDS shares: ¥160 million; subtotal for target company shares: ¥560 million |
| Expenses other than the acquisition price | Acquisition-related expenses (estimated): ¥45 million |
| Type of Consideration | Cash (the entire amount is expected to be financed through borrowings from financial institutions) |
| Merger ratio/share exchange ratio | No shares or other monetary consideration will be allotted in connection with the merger. GOODLIFE will be the surviving company in the absorption-type merger, and GDS will be the absorbed company. |
| Number of shares acquired | GOODLIFE: 100 shares (100 voting rights); GDS: 500 shares (500 voting rights) |
| Voting rights ownership percentage | Before GOODLIFE 0.0% / GDS 0.0% → after GOODLIFE 100.0% / GDS 100.0% |
| Funding arrangements | Borrowings from financial institutions |
| Impact on Business Performance | The impact on the Company's consolidated earnings forecast for the fiscal year ending December 2026 is currently under review. The Company will make a timely disclosure as soon as the impact of making the target companies subsidiaries becomes clear. The impact of the merger on the Company's consolidated results is also expected to be immaterial. |
| Date of board resolution | 15 October 2026 |
| Contract Date | 15 October 2026 (scheduled) |
| Execution Date / Effective Date | Share transfer execution date: 1 November 2026 (scheduled); effective date of the merger: 1 December 2026 (scheduled) |
| Valuation methodology | Determined through discussions with the counterparty, based on the results of a share valuation by an independent third-party institution, taking into account the results of financial, legal and labor due diligence and the target companies' business plans |
| Management structure after acquisition | Following the merger, the corporate name will be 株式会社GOODLIFE. The representative director will change from Ozawa Tomoya (小澤 智哉), scheduled to take office on 1 November 2026. The business activities will comprise the operation of directly managed GOODLIFE GYM stores and the GOODLIFE GYM franchise headquarters, as well as the operation of THE PORT Personal Pilates and TUNE STRETCH. Capital will be ¥1 million, and the fiscal year-end will be 31 December. Employee treatment: Not disclosed. |
Items this document does not state (8)
Tender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to Execution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The transaction aims to incorporate Akerun, Migakun and fixU into the target companies' stores and automate or outsource non-core operations such as reception and cleaning while maintaining staffed services, thereby extending operating hours, improving store revenue and profit margins, enhancing products through the accumulation of implementation and operating data, and developing packaged offerings for the fitness industry. It also aims to consolidate the management resources of both companies, centralize their administrative structures and improve management efficiency within the group.
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