Fitcrew's board resolved on September 30, 2026 to sign a business transfer agreement and a capital and business alliance agreement with VALX, turning a July 15 basic agreement into final terms. The company will take over five VALX GYM sites for ¥456mn in cash.
What Fitcrew gets
The transfer covers certain assets tied to each site, plus member usage contracts and related contract positions. It excludes the VALX GYM trademarks, which Fitcrew will use under a separate brand licence agreement with VALX.
The five sites had sales of ¥418.7mn, operating profit of ¥57.4mn and ordinary profit of ¥50.8mn in the year to October 2025. The price can be adjusted under the contract if certain events occur. Fitcrew plans to fund it from its own cash and bank borrowing, and says it will disclose the loan details once decided. The amounts of assets and liabilities acquired are still under review.
Timetable and open terms
Fitcrew lists contract signing for October 1, 2026 and completion of the transfer for November 1, 2026, both as planned dates. It says the deal does not need shareholder approval, because it is a partial business transfer. It expects to book positive goodwill, but the amount is not fixed, and the effect on current-year earnings is under review.
Under the alliance, VALX will buy a certain number of Fitcrew common shares. The share count, timing and method are left to later talks that take account of market conditions, Fitcrew's share price and trading volume. The operating side covers product supply from VALX, cross-referral of customers, joint campaigns and promotion on YouTube and social media.
Fitcrew's notice shows VALX's net assets at ¥1.1mn at the end of the year to October 2025, after negative ¥360.9mn a year earlier.