DLA Piper advises Endorfina on the sale of shares to Benefit Systems

DLA Piper has advised the partners of Endorfina Group sp. z o.o. and Endorfina FHU sp. z o.o., the operators of the Endorfina fitness club chain, on the sale of 51% of the shares in the companies to Benefit Systems S.A., a leading Polish non-wage benefits provider and one of the largest fitness club operators in Poland.

The estimated purchase price for the shares is PLN95.4 million, with final confirmation dependent on the companies' normalised EBITDA ratio for 2025, based on a single-digit transaction multiple. Under the agreement signed between the parties, Benefit Systems will acquire the remaining 49% of the shares in the companies in 2027.

DLA Piper's legal counsel focused on the structuring of the transaction and leading the negotiation of the share purchase agreement.

Endorfina is a nationwide network of 11 large-format fitness clubs with a total area of over 19,500 m2, operating in six cities in Poland: Lublin, Kielce, Radom, Starachowice, Rzeszów and Częstochowa. It has professionally equipped facilities with extensive training areas and eco-friendly solutions such as fitness equipment with energy recovery systems.

Benefit Systems has been developing its network of modern fitness clubs for 20 years and is the creator of MultiSport, Poland's leading employee fitness benefit programme, and other non-wage services. The company currently manages 280 gyms in Poland and has recently purchased 138 fitness facilities in Turkey.

The transaction strengthens Benefit Systems' presence on the fitness market in south-eastern Poland and provides Endorfina with an experienced industry partner to create future opportunities for further development as it looks to scale its network.

Jakub Marcinkowski, Corporate partner in the firm's Warsaw office, led the DLA Piper team, alongside counsel Michał Sowiński and associate Aleksander Stank.