Basic-Fit acquires Clever Fit

Basic-Fit announces it has reached agreement on the acquisition of Clever Fit, a leading European fitness franchise with a strong presence in Germany, for €160 million in an all-cash transaction plus €15 million earn-out. With this acquisition, Basic-Fit operates a combined network of 450 clubs in Germany. Clever Fit has around 1 million members and is active in seven countries including, Germany (406 clubs), Austria (48 clubs), Switzerland (20 clubs), Slovenia (15 clubs), Romania (2 clubs), Croatia (1 club), and Czech Republic (1 club). The transaction is expected to be completed before the end of 2025 and requires no regulatory approval.

 

With the current organic growth pace, Basic-Fit is the fastest-growing fitness chain in Europe. By expanding through franchising, the growth model becomes even more capital-efficient, creating a European network of over 2,150 clubs. By joining forces, both chains will significantly strengthen the fitness offering in Europe as they continue to cater to their members' evolving needs and remain accessible to all. Clever Fit's members and franchisees will benefit from Basic-Fit's strong capabilities in real estate, marketing, equipment, and its extensive technology stack. At the same time, the combination will further strengthen Basic-Fit's market leadership and consolidate its position as Europe's strongest fitness company.

Rene Moos, CEO of Basic-Fit comments: "Following a thorough process, I am pleased to announce the acquisition of Clever Fit as a transformative step in accelerating our growth in a capital efficient manner. This transaction marks Basic-Fit's entry into franchising and widens our footprint to 12 European countries. With Clever Fit's established franchise network, Basic-Fit consolidates its position as the largest and fastest growing fitness chain in Europe, attains immediate market leadership in Germany and becomes the largest fitness franchisor on the continent.

Basic-Fit and Clever Fit are a great strategic fit, with a scalable concept and an entrepreneurial mindset. Clever Fit has shown strong growth figures on the back of a value-oriented concept similar to our own and today has around 1 million members in its club network. We look forward to strengthening our platform as Europe's largest fitness franchise and to making fitness even more accessible to everyone."

In 2024, Clever Fit reported an underlying EBITDA of €14.5 million. Following closing, Basic-Fit will explore opportunities to enhance the value proposition for the current franchisees. By combining the capabilities, scale and entrepreneurial DNA of both companies, we expect to accelerate the expansion of the franchise business rapidly. Basic-Fit is confident that the franchisees will benefit from joining Europe's fastest-growing fitness chain, sharing a commitment to accessibility, innovation and growth.

Following this acquisition, Basic-Fit will also explore the potential of expanding a franchise model under the Basic-Fit brand in our key growth markets of France, Germany, and Spain. This initiative will be pursued in addition to the continued expansion of our owned club network, reflecting our commitment to a diversified growth strategy. We will also remain focused on enhancing the profitability of our existing club portfolio. In light of the acquisition, we will reduce our owned club growth this year to 86 Basic-Fit clubs. When we account for the acquired 39 owned Clever Fit, our total growth for 2025 will be 125 clubs. For 2026, we anticipate to open around 50 owned clubs. Adjusting our priorities in our capital allocation strategy, we will also

terminate our share repurchase programme after having repurchased 1.0 million shares thus far. This balanced approach will support sustained expansion whilst we will continue to strengthen Basic-Fit's position as the leading pan-European fitness operator.

To finance the acquisition, Basic-Fit has secured €180 million in committed financing from its banking partners - ABN AMRO, ING Bank, and Rabobank - maturing in June 2028. The financing covers the all-cash purchase price of €160 million at closing, and a potential €15 million earn-out over the next three years. With this strong support, we remain well financed and are confident in our ability to comfortably meet any potential redemption requests from convertible bondholders in June 2026, whilst maintaining ample liquidity. We expect to close the year with a leverage ratio just below 3.0x and to target a ratio just above 2.0x in 2026.

Source: Basic-Fit
Picture: Basic-Fit

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