Basic Fit (BFIT) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition creates immediate market leadership in Germany and expands presence to 12 countries, establishing the largest fitness franchise in Europe.

• Entry into franchising enables a capital-light, scalable growth model, complementing existing owned club strategies.

• Combined entity will have over 2,150 clubs and 5.7 million members, solidifying pan-European leadership.

• Strategic fit is reinforced by compatible cultures, scalable concepts, and complementary strengths in technology, marketing, and real estate.

• Both companies share an entrepreneurial mindset and value-oriented approach.

Financial terms and conditions

• All-cash purchase price of €160 million at closing, with a potential €15 million earn-out over three years, fully financed by €180 million in committed facilities from ABN AMRO, ING Bank, and Rabobank, maturing June 2028.

• Clever Fit generated €50 million revenue and €14.5 million EBITDA less rent in 2024; acquisition multiple is 11x EBITDA.

• Company expects to maintain ample liquidity and meet bondholder redemptions in 2026.

Synergies and expected cost savings

• Significant synergy potential in technology, marketing, operational efficiency, and joint purchasing, with further details to be shared after franchisee consultations.

• Overhead, including marketing, expected to decrease to 11.5%-12% of revenue.

• Franchisees will benefit from enhanced real estate, marketing, equipment, and technology capabilities.

• Opportunity to increase average club membership and profitability by leveraging marketing and IT systems.

• Expansion potential on top of current growth model, leveraging combined scale.