Worth reading
55In 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
3
LocationWording
Conditional
How definitive the wording is.This transaction
Business acquisition and FASTGYM24 franchise membershipCounterparty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.
Target company
24-hour fitness gym business (including assets and contractual positions)
Location Moriyama-ku, Nagoya City; Meito-ku, Nagoya City; and Mizuho-ku, Nagoya City, Aichi Prefecture
Consideration and expenses
Acquisition priceNot disclosed pursuant to the confidentiality obligations between the parties
Impact on Business Performance
The impact on results for the fiscal year ending March 2027 is currently under review
Procedures and assumptions
Valuation methodologyDetermined through discussions between the parties based on a business valuation by an external expert and the Company's internal review
Independent valuation institutionExternal expert (name not disclosed)
Conditions Precedent to ExecutionNo resolution by the Company's shareholders' meeting is required, as the transaction qualifies as a simplified business acquisition
Management structure after acquisitionThe Company is scheduled to begin operating the 3 FASTGYM24 locations on 1 September 2026. The business will continue to operate under a franchise agreement with 株式会社ティップネス as the franchisor. The treatment of the trade name, representative and employees is not disclosed
| Item | Details |
|---|---|
| Transaction name | Business acquisition and FASTGYM24 franchise membership |
| Counterparty name | 株式会社ティップネス |
| Name of the Subject Company | 3 FASTGYM24 locations in Nagoya City (Shin-Moriyama, Fujigaoka and Hottadori) |
| Business Description of the Subject Company | 24-hour fitness gym business (including assets and contractual positions) |
| Location of the Subject Company | Moriyama-ku, Nagoya City; Meito-ku, Nagoya City; and Mizuho-ku, Nagoya City, Aichi Prefecture |
| Acquisition price | Not disclosed pursuant to the confidentiality obligations between the parties |
| Impact on Business Performance | The impact on results for the fiscal year ending March 2027 is currently under review |
| Date of board resolution | 27 August 2026 |
| Contract Date | 27 August 2026 |
| Execution Date / Effective Date | 1 September 2026 (planned) |
| Valuation methodology | Determined through discussions between the parties based on a business valuation by an external expert and the Company's internal review |
| Independent valuation institution | External expert (name not disclosed) |
| Conditions Precedent to Execution | No resolution by the Company's shareholders' meeting is required, as the transaction qualifies as a simplified business acquisition |
| Management structure after acquisition | The Company is scheduled to begin operating the 3 FASTGYM24 locations on 1 September 2026. The business will continue to operate under a franchise agreement with 株式会社ティップネス as the franchisor. The treatment of the trade name, representative and employees is not disclosed |
Items this document does not state (18)
Capital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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.To acquire an adult membership base in the Tokai area, strengthen synergies with 株式会社ティップネス, enter the 24-hour fitness gym business, and expand the Company's business platform.
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