SmartFit to Acquire 60% of Evolve in Up to R$100 Million Deal

Overview

• SmartFit will subscribe up to R$100 million in new Evolve shares, paying R$40 million at closing and up to R$60 million within two years indexed by IPCA.
• The transaction values Evolve at an enterprise value of R$199.7 million.
• Evolve operates 28 owned gyms in Brazil’s Centro-Oeste, primarily in the Federal District, with seven additional units under construction.
• A shareholders’ agreement to be signed at closing will set governance rules and grant put/call options that allow SmartFit to buy remaining minority stakes.
• Analysts at Santander view the move as value‑creating yet small relative to SmartFit’s scale of 1,867 units serving about 5.2 million customers.