Benefit Systems S.A. (WSE:BFT) agreed to acquire Total Fitness sp. z o.o. from Aleksander Wilewski, Katarzyna Krajewska and Maciej Krajewsk for PLN 88 million on November 4, 2021. Under the agreement, Benefit Systems S.A acquired 4,603 shares, representing 88.23% of the share capital of the Company. The selling price of the Company's shares is not less than PLN 75 million and not more than PLN 85 million, and its final amount depends on the Company's EBITDA and the Company's net debt for 2022 or 2023, calculated in accordance with the provisions of the Agreement. The Company's EBITDA for 2022 or 2023 entitling to obtain the selling price of the Company's shares above the minimum price is PLN 9.375 million. Under the Agreement, the Issuer is entitled to set off the claims the Issuer is entitled to against the Sellers of the Company's shares with the price for these shares. The first installment of PLN 50 million was paid on November 4, 2021, the second installment of PLN 20 million will be paid by January 3, 2022 or April 1, 2022, depending on the fulfillment of the conditions specified in the Agreement, the third installment in the amount of PLN 5 million will be paid on April 3, 2023 or April 1, 2024, depending on the fulfillment of the conditions specified in the Agreement. Any adjustment of the selling price of the Company's shares (depending on the Company's EBITDA and the Company's net debt for 2022 or 2023) will take place on April 3, 2023 or April 1, 2024. Benefit Systems also acquired net debt of Total Fitness PLN 3 million. Within 3 years from the conclusion of the Agreement, the disposal of the Company's shares by the Sellers will depend on the consent of the Issuer. In 2020, the above-mentioned fitness clubs generated revenues of PLN 21.9 million and normalized EBITDA of PLN 3.7 million.