Brera Holdings: A Three-Step Acquisition Process for Juve Stabia

Brera Holdings PLC (Nasdaq: BREA), an Ireland-based international holding company, has outlined a strategic three-step acquisition process to obtain a majority equity ownership interest in Italian Serie B football club SS Juve Stabia SpA (Juve Stabia). This move is a significant expansion of Brera's multi-club ownership (MCO) model, 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, is currently showcasing its competitive strength, highlighted by last weekend's 1-0 victory against Cesena FC. The club 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 determined by a playoff among teams finishing the season standings ranked three through six.

Key Highlights of the Acquisition Process:

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.

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.

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.

Strategic Rationale for the Acquisition

Brera's acquisition of Juve Stabia underscores its commitment to scaling its MCO model, which targets achieving potential operational efficiencies, cost synergies, and streamlined talent development across its portfolio. By integrating Juve Stabia into this model, Brera strengthens its ability to enhance revenue growth and create long-term value for shareholders.

"With Serie B's expanding commercial prospects, Juve Stabia offers a compelling opportunity for growth," said Daniel McClory, Executive Chairman of Brera Holdings. "We are excited to partner with local management and invest in this historic team to capitalize on player trading opportunities, potentially secure a position in the Serie B playoffs, and ultimately pursue promotion to Serie A, all of which would augment Club revenue and unlock further value for our investors."

As Brera Holdings progresses through the Juve Stabia acquisition timeline, Mr. McClory said the Company remains committed to supporting the Club's ambitions on and off the field. With a focus on scalable operations and strategic partnerships, we believe Brera is well-positioned to capitalize on emerging opportunities in the global football market.

ABOUT BRERA HOLDINGS PLC

Brera Holdings PLC (Nasdaq: BREA) is dedicated to expanding its social impact football business by developing a global portfolio of emerging football and sports clubs. Building on the legacy of Brera FC, which it acquired in 2022, the Company aims to create opportunities for tournament prizes, sponsorships, and professional consulting services. Brera FC, recognized as "The Third Team of M