President Andrea Langella of Juve Stabia and Daniel McClory, Executive Chairman of Brera Holdings PLC
President Andrea Langella of Juve Stabia and Daniel McClory, Executive Chairman of Brera Holdings PLC, announcing the partnership in Naples on December 9, 2024
Dublin, Ireland and Milan, Italy, Dec. 24, 2024 (GLOBE NEWSWIRE) — Brera Holdings PLC (“Brera Holdings”) (Nasdaq: BREA), an Ireland-based, Nasdaq-listed, international holding company focused on expanding its global portfolio of men’s and women’s sports clubs through a multi-club ownership (“MCO”) approach, today announced the details of its three-step acquisition process that will result in the acquisition of a majority equity ownership interest in Italian Serie B football club SS Juve Stabia SpA (“Juve Stabia” or “the Club”).
Brera Holdings previously announced the signing of a binding term sheet for the Juve Stabia acquisition at a press conference in Naples on December 9, 2024, and it marks a significant expansion of the Company’s MCO model, strategically designed to drive operational synergies, enhance shareholder value, and unlock long-term growth opportunities.
Juve Stabia, an historic Serie B football club celebrating 117 years of tradition, now known as “The Second Team of Naples,” continues to showcase its competitive strength, highlighted by last weekend’s 1-0 victory against Cesena FC. Juve Stabia now sits alone in fourth place in the Serie B table, with 28 points and 2 points over fifth-ranked US Cremonese – just behind Sassuolo, Spezia, and Pisa. The top three Serie B teams are promoted to Serie A at the end of the season, with the first two automatic qualifiers, and the third is determined by a playoff among teams finishing the season standings ranked three through six.
Key Highlights of the Acquisition Process:
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Investments and Share Purchase Agreement (“SPA”) – Brera Holdings has agreed to acquire a majority stake in Juve Stabia through share capital and reserve increases in the Club. These will be made by Brera via cash payments and issuances of BREA’s shares in a three-step process that ensures a seamless transition and continuity in club management. These three steps, upon conclusion, will give Brera Holdings 22%, 38%, and ~52% ownership of the Club. Upon completion of these three steps, Brera will be the Club’s majority shareholder, and a Shareholder Agreement with the current sole owner, Andrea Langella, will further enable integration into its multi-club framework. The first step, giving Brera 22% ownership, is expected to conclude by December 31, 2024.
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Milestone-Based Compensation – The SPA includes provisions for additional compensation to Mr. Langella tied to performance-based milestones, such as qualification for Serie B promotion playoffs and promotion to Serie A. These incentives align Brera’s interests with Juve Stabia’s competitive success, reinforcing a focus on operational excellence.
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Final Closing and Majority Control – The acquisition will conclude with a third and final closing, scheduled for March 31, 2025. At that point, Brera Holdings will secure ~52% ownership, establishing Brera as the controlling shareholder and enabling immediate integration of the Club into the Company’s multi-club framework. This phased approach ensures a seamless transition and continuity in Club management and prepares the Club for an IFRS audit according to the PCAOB guidelines for SEC disclosure filings.
