On 10 March 2025, Benefit Systems entered into a conditional agreement to acquire Mars Spor Kulübü and its subsidiaries (MAC Group) for a total of more than $420 million. The transaction is subject to i.a. the approval of the Turkish antitrust authority. The MAC Group is the leader in Turkish fitness market, with 121 clubs across the MAC Fit, MAC One and MAC Studio chains. The transaction is expected to be financed through a mixture of debt, existing cash resources and an equity issue by Benefit Systems.
IMPORTANT NOTICES This material is solely for information purposes and is published by Benefit Systems S.A. (the “Company”) exclusively in order to provide essential information about Mars Spor Kulübü ve Tesisleri İşletmeciliği A.Ş. with its registered office in Istanbul, Turkey (the “Target”) and the Company together with its group in relation to the proposed acquisition of 100% of the shares of the Target, as well as the envisaged sources of financing of the acquisition, including the contemplated increase of the Company’s share capital and the contemplated offering (the “Offering”) of the Company’s newly issued shares (the “Offer Shares”). This material is by no means intended, whether directly or indirectly, to promote the Offering or subscription for the Offer Shares or any other shares in the Company and does not represent advertisement or promotional material prepared or published by the Company for the purpose of promoting the Offer Shares or their subscription or offering or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for any shares in the Company, including the Offer Shares. The Company has not published and has no intention of publishing any materials aimed at promoting the Offer Shares or any other shares in the Company, or their subscription or purchase after the date of this material. This material and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This material is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company, including the Offer Shares, in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This material has not been approved by any supervising authority or stock exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Offer Shares (if and once issued) will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Offer Shares (if and once issued) will not be approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor will any of the foregoing authorities pass upon or endorse the merits of the Offering. Subject to certain exceptions, the Offer Shares may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa. The Offering (if any) will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time (including any relevant implementing measure in any member state, the “Prospectus Regulation”), from the requirement to produce a prospectus. The Offer Shares may only be offered and sold outside the United States in offshore transactions as defined in and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended, or pursuant to another exemption or exemptions from registration requirements in the United States of America or other jurisdictions. 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The information contained in this material is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this material. No statement in this material is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. This material does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Offer Shares (if and once issued). Any investment decision to subscribe for or acquire the Offer Shares in the Offering (if any), subscription and/or sale of such shares must be made solely on the basis of publicly available information, which has not been independently verified by the Managers. The information in this material may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. This material does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This material does not constitute a recommendation concerning any investor’s option with respect to the Offering (if any) and/or subscription of the Offer Shares (if and once issued). Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this material and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Benefit Systems has been operating on the Polish market for over two decades and is one of the leaders in providing non-financial benefits that support employee wellbeing. The company is the creator of the MultiSport Programme, which enables physical activity in sports facilities throughout the country. Its portfolio also includes the MyBenefit cafeteria platform and the MultiLife wellbeing programme. For several years now, the company’s sports offer has been developed on foreign markets, including the Czech Republic, Slovakia, Bulgaria, Croatia, and Turkey. The Benefit Systems Group also operates fitness clubs (in Poland it is responsible for i.a. Zdrofit, Fabryka Formy, FitFabric, Fitness Academy, My Fitness Place networks; in other markets it manages over 80 facilities). An important area of Benefit Systems activities is the promotion of an active lifestyle at every stage of life, which is why the company implements initiatives supporting physical activity of children, adults, and seniors, also as part of the MultiSport Foundation. Since 2018, Benefit Systems has been part of the global B Corp initiative, bringing together companies operating and engaging in solving the most important social problems. More information can be found at benefitsystems.pl/en.