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
13
¥ millionWording
Conditional
How definitive the wording is.This transaction
Business TransfersCounterpartyHiroshima Dragonflies Co., Ltd.
Disclosing companyTwenty-four seven Holdings Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Operation of the “24/7SPORTS CLUB Hiroshima” facility
Location Hiroshima, HiroshimaShare capital ¥90 millionDate of incorporation 2 October 2013
Net Sales¥15 million (fiscal year ended November 2025)
Net assets¥162 million (as of the end of June 2025)
Consideration and expenses
Acquisition price¥13 million
Type of ConsiderationCash
Goodwill amount¥0 million (valuation: negative ¥2 million to ¥1 million; amortisation period: Not disclosed)
Amount of extraordinary income (loss)No gain or loss on the transfer will arise
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on the Company’s consolidated results for the fiscal year ending November 2026 will be immaterial
Procedures and assumptions
Valuation methodologyCost approach (adjusted net asset method) and income approach (DCF method)
Independent valuation institutionA certified public accountants’ office, an independent third-party valuation firm unaffiliated with the Company and the NOVA group
Special CommitteeNo special committee was disclosed. 5 independent outside officers deliberated and reviewed the matter and submitted their opinion to the Board of Directors
Management structure after acquisitionFollowing the transfer, the Hiroshima facility will operate as a franchise location of 247 Co. Players affiliated with イーグレッツ are scheduled to work as personal trainers and instructors
Operating profit of the target company (transferred business)Negative ¥9 million (fiscal year ended November 2025)
| Item | Details |
|---|---|
| Transaction name | Business Transfers |
| Counterparty name | Hiroshima Dragonflies Co., Ltd. |
| Business Description of the Subject Company | Operation of the “24/7SPORTS CLUB Hiroshima” facility |
| Location of the Subject Company | Hiroshima, Hiroshima |
| Capital Stock of the Subject Company | ¥90 million |
| Date of Establishment of the Subject Company | 2 October 2013 |
| Net Sales of the Subject Company | ¥15 million (fiscal year ended November 2025) |
| Net Assets of the Subject Company | ¥162 million (as of the end of June 2025) |
| Acquisition price | ¥13 million |
| Type of Consideration | Cash |
| Goodwill amount | ¥0 million (valuation: negative ¥2 million to ¥1 million; amortisation period: Not disclosed) |
| Amount of extraordinary income (loss) | No gain or loss on the transfer will arise |
| Impact on Business Performance | The impact on the Company’s consolidated results for the fiscal year ending November 2026 will be immaterial |
| Date of board resolution | 27 April 2026 |
| Contract Date | 27 April 2026 |
| Execution Date / Effective Date | 1 May 2026 (scheduled) |
| Valuation methodology | Cost approach (adjusted net asset method) and income approach (DCF method) |
| Independent valuation institution | A certified public accountants’ office, an independent third-party valuation firm unaffiliated with the Company and the NOVA group |
| Special Committee | No special committee was disclosed. 5 independent outside officers deliberated and reviewed the matter and submitted their opinion to the Board of Directors |
| Management structure after acquisition | Following the transfer, the Hiroshima facility will operate as a franchise location of 247 Co. Players affiliated with イーグレッツ are scheduled to work as personal trainers and instructors |
| Operating profit of the target company (transferred business) | Negative ¥9 million (fiscal year ended November 2025) |
Items this document does not state (12)
Name of the Subject CompanyOperating Profit of the Subject CompanyNet Income 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 arrangementsConditions 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 Company determined that the transfer would contribute to enhancing corporate value over the medium to long term, as HDF Co.’s advertising and promotional activities and the use of its affiliated players as trainers and instructors are expected to improve the Hiroshima facility’s profitability, support an early recovery in performance and increase 247 Co.’s royalty income.
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