Worth reading
54Recurring
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
—
Displayed only when the document provides numerical figures.Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty株式会社ティップネス
Disclosing companyJSS CORPORATION
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
The 24-hour fitness gym business operated under the FASTGYM24 brand at 3 locations, namely Shin-Moriyama (Moriyama-ku, Nagoya), Fujigaoka (Meito-ku, Nagoya) and Hotta-dori (Mizuho-ku, Nagoya), including assets and contractual positions.
Location Moriyama-ku, Nagoya; Meito-ku, Nagoya; and Mizuho-ku, Nagoya
Net SalesUndisclosed pursuant to the confidentiality obligations between the parties.
Operating profitUndisclosed pursuant to the confidentiality obligations between the parties.
Net income for the current fiscal yearUndisclosed pursuant to the confidentiality obligations between the parties.
Net assetsUndisclosed pursuant to the confidentiality obligations between the parties.
Consideration and expenses
Acquisition priceUndisclosed pursuant to the confidentiality obligations between the parties.
Type of ConsiderationCash, scheduled to be paid by bank transfer on the completion date of the business acquisition
Goodwill amountThe Company is currently reviewing whether goodwill or negative goodwill will arise and the amount thereof.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of this business acquisition on consolidated results for the fiscal year ending March 2027 has not been included in the consolidated earnings forecasts announced on 14 May 2026. If an event occurs that requires revision of the earnings forecasts, the Company plans to announce it promptly.
Procedures and assumptions
Valuation methodologyBusiness valuation by external experts, internal review by the Company and discussions between the parties
Conditions Precedent to ExecutionObtaining the consent of each lessor and leasing company for the assumption of the lease and leasing agreements, obtaining the consent of the employees subject to transfer to change their employer, and other conditions.
Management structure after acquisitionThe Company plans to enter into a franchise membership agreement for the FASTGYM24 franchise system, with ティップネス as the franchisor, and continue operating the business as a franchisee under a business succession arrangement. Obtaining the consent of the employees subject to transfer to change their employer is a condition precedent to completion. The corporate name and representative are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社ティップネス |
| Business Description of the Subject Company | The 24-hour fitness gym business operated under the FASTGYM24 brand at 3 locations, namely Shin-Moriyama (Moriyama-ku, Nagoya), Fujigaoka (Meito-ku, Nagoya) and Hotta-dori (Mizuho-ku, Nagoya), including assets and contractual positions. |
| Location of the Subject Company | Moriyama-ku, Nagoya; Meito-ku, Nagoya; and Mizuho-ku, Nagoya |
| Net Sales of the Subject Company | Undisclosed pursuant to the confidentiality obligations between the parties. |
| Operating Profit of the Subject Company | Undisclosed pursuant to the confidentiality obligations between the parties. |
| Net Income of the Subject Company | Undisclosed pursuant to the confidentiality obligations between the parties. |
| Net Assets of the Subject Company | Undisclosed pursuant to the confidentiality obligations between the parties. |
| Acquisition price | Undisclosed pursuant to the confidentiality obligations between the parties. |
| Type of Consideration | Cash, scheduled to be paid by bank transfer on the completion date of the business acquisition |
| Goodwill amount | The Company is currently reviewing whether goodwill or negative goodwill will arise and the amount thereof. |
| Impact on Business Performance | The impact of this business acquisition on consolidated results for the fiscal year ending March 2027 has not been included in the consolidated earnings forecasts announced on 14 May 2026. If an event occurs that requires revision of the earnings forecasts, the Company plans to announce it promptly. |
| Date of board resolution | 22 July 2026 |
| Contract Date | Basic agreement: 22 July 2026; business transfer agreement: 27 August 2026 (scheduled) |
| Execution Date / Effective Date | 1 September 2026 (予定) |
| Valuation methodology | Business valuation by external experts, internal review by the Company and discussions between the parties |
| Conditions Precedent to Execution | Obtaining the consent of each lessor and leasing company for the assumption of the lease and leasing agreements, obtaining the consent of the employees subject to transfer to change their employer, and other conditions. |
| Management structure after acquisition | The Company plans to enter into a franchise membership agreement for the FASTGYM24 franchise system, with ティップネス as the franchisor, and continue operating the business as a franchisee under a business succession arrangement. Obtaining the consent of the employees subject to transfer to change their employer is a condition precedent to completion. The corporate name and representative are Not disclosed. |
Items this document does not state (14)
Name of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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 Company’s basic policy is to enhance corporate value over the medium to long term by opening locations in untapped areas and expanding into adjacent business domains. Through this transaction, the Company aims to establish a base of adult members in the Tokai region and further strengthen synergies with ティップネス.
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