Nusco SpA
80035 Nola (NA) - S.S. 7bis km 50.500 - tel +39 081 512 22 34 - fax +39 081 189 02 432 Tax Code, VAT Number and Registration with the Companies' Register of Naples: 06861021217 Share capital: 22,503,083.00 fully paid up nuscospa.com
NUSCO SIGNS BINDING AGREEMENT FOR THE ACQUISITION OF 51%
OF ERREGGI S.R.L.
The Board of Directors of Nusco S.p.A. has approved the acquisition of 51% of Erreggi S.r.l., active in the aluminum window and door sector, and has resolved to submit the approval of the consequent capital increase in kind to the Shareholders' Meeting.
NUSCO S.P.A. LAUNCHES A CAPITAL INCREASE AT €1.35 PER SHARE, WITH A PREMIUM OF APPROXIMATELY 170%, AND
ENTERS THE ALUMINUM SHUTTER SEGMENT TO STRENGTHEN ITS TERRITORIAL NETWORK IN SOUTHERN ITALY,
EXPANDING ITS OFFER AND CREATING LONG-TERM VALUE.
Nola (NA), July 13, 2026 – The Board of Directors of Nusco S.p.A. (“Company” or “Nusco”), a company active in the production and marketing of interior doors and windows and frames in wood, PVC, aluminum, and iron under the «NUSCO» brand, listed on the Euronext Growth Milan segment of Borsa Italiana S.p.A., met today and approved the acquisition of a 51% stake in the share capital of Erreggi S.r.l.
(“Erreggi” or the “Target”), a company based in San Demetrio Corone (CS), primarily active in the manufacturing and wholesale and retail trade of doors, windows, and frames, as well as technical closures and aluminum shading systems (the “Transaction”). Furthermore, Nusco announces that, following the approval, it has signed a binding agreement for the acquisition of 51% of the Target.
The Transaction is part of the Nusco Group's commercial and industrial strengthening process and represents a strategic step aimed at consolidating its presence in the Calabrian territory, through the integration of a local operator already active in the aluminum window, door, and shading systems sector.
The acquisition of Erreggi allows the Group to expand its portfolio of products and services, strengthen territorial coverage, and promote the progressive normalization of the Target's organizational, commercial, and reporting processes, with potential benefits in terms of revenue growth, market presence, and improvement of working capital management.
Erreggi, established in 2024, has developed an initial commercial and operational base in the Calabrian market and, following the Transaction, is set to become Nusco's main hub/franchise in Calabria.
The integration will be reciprocal: on one hand, Nusco will be able to leverage Erreggi's products, expertise, and commercial relationships; on the other hand, Erreggi will become a distribution channel for Nusco products in its reference area.
The main economic and financial data of Erreggi as of December 31, 2025, are as follows:
- Sales and services revenue: Euro 582,605
- Production value: Euro 646,692
Nusco SpA
80035 Nola (NA) - S.S. 7bis km 50.500 - tel +39 081 512 22 34 - fax +39 081 189 02 432 Tax Code, VAT Number and Registration with the Companies' Register of Naples: 06861021217 Share capital: 22,503,083.00 fully paid up nuscospa.com - EBITDA: Euro 4,525
- Total Assets: Euro 454,301
- Net Equity: Euro 20,515
- Net Financial Position as of March 31, 2026: positive for Euro 1,981
Guerino Vassalluzzo, CEO of Nusco S.p.A., stated: “With this transaction, Nusco is embarking on a path of growth and expansion of the Group, based on the integration of complementary, specialized entrepreneurial entities rooted in their respective territories. Entry into the aluminum shutter and shading systems segment represents a new development direction, synergistic with our current offering of doors and windows. Erreggi represents a strategic territorial platform in Southern Italy and the first step in an external growth strategy that we intend to pursue with discipline, selectivity, and attention to value creation. The subscription price of the new shares, set at Euro 1.35 with a premium of approximately 170% compared to the average VWAP reference, confirms the Company's confidence in its future value and the Group's ability to progressively express its industrial and commercial potential.” Specifically, Nusco will proceed with the acquisition of a 51% stake in the share capital of Erreggi, held by Greta Rago (the “Stake”), through a capital increase, for consideration and indivisibly, amounting to Euro 522,000, including premium, with exclusion of the pre-emption right pursuant to Article 2441, fourth paragraph, first sentence, of the Italian Civil Code, through the issuance of 386,667 new ordinary shares, without nominal value, to be offered for subscription to the seller, by way of contribution in kind of the Stake (the “Capital Increase in Kind”).
The subscription price of the shares resulting from the Capital Increase in Kind has been set at Euro 1.35 per share, equal to the volume-weighted average price (VWAP) of the market value of Nusco shares in the 90 open market trading days preceding the contract signing date, amounting to Euro 0.50, increased by a premium of approximately 170%.
Following the completion of the Transaction, Nusco's share capital will be distributed as follows: Nusco Invest will hold 67.12% of the share capital, Greta Rago will hold 1.15%, the free float will represent 19.24%, and Parfin Sarl will hold the remaining 12.48%.
The Board of Directors has determined the value of the Stake based on an appraisal prepared, pursuant to Article 2343-ter, second paragraph, letter b), of the Italian Civil Code, by Prof. Massimiliano Farina Briamonte as an independent expert. The appraisal values 100% of Erreggi's share capital at Euro 1,024,924 and the stake subject to contribution, equal to 51% of the share capital, at Euro 522,711.24. The Contribution Value has been set at Euro 522,000.
Erreggi will also undertake a lock-up commitment on the Nusco shares received in consideration for the Capital Increase in Kind for a period of 3 (three) years following the closing date. Concurrently with the closing, a shareholders' agreement, a consultancy agreement, and a franchising agreement will be signed, among other things, to govern the Target's governance, information flows, and commercial integration into the Nusco Group.
The Transaction is expected to be completed by July 31, 2026, subject to the fulfillment of the suspensive conditions provided for in the framework agreement and the approval of the Capital Increase in Kind by the Extraordinary Shareholders' Meeting of Nusco.
The Transaction does not constitute a related-party transaction within the meaning of the procedure approved by the Board of Directors of Nusco on June 11, 2021, as neither Erreggi nor the contributing shareholder are attributable to related parties of the Company. The Company will continue to comply with the disclosure obligations applicable to it as an issuer traded on Euronext Growth Milan.
***
Nusco SpA
80035 Nola (NA) - S.S. 7bis km 50.500 - tel +39 081 512 22 34 - fax +39 081 189 02 432 Tax Code, VAT Number and Registration with the Companies' Register of Naples: 06861021217 Share capital: 22,503,083.00 fully paid up nuscospa.com The notice of call for the Extraordinary Shareholders' Meeting, as well as the documentation concerning the proposal on the agenda, will be made available within the terms and in the forms provided for by current legislation at the Company's registered office, as well as on the Company's website, www.nuscospa.com, in the "Investor/Shareholders' Meeting" section.
*** The Transaction does not fall within the cases of "reverse takeover" as provided for by Article 14 of the Euronext Growth Milan Issuers' Regulation, as the calculation of the relevance indices referred to in Schedule 3 of the Euronext Growth Milan Issuers' Regulation does not exceed the 100% threshold, nor does it result in a substantial change in the business carried out by the Issuer.
Finally, it is noted that the acquisition Transaction does not fall within the significant ones as per art. 12 of the Euronext Growth Milan Issuers' Regulation (the Issuers' Regulation), as none of the relevance indices referred to in Schedule Three of the Issuers' Regulation are higher than 25%.
For Nusco, LCA Studio Legale acted as legal advisor for this Transaction.
*** For the transmission and storage of Regulated Information, Nusco S.p.A. uses the 1Info dissemination system (www.1info.it), managed by Computershare S.p.A. with registered office in Milan, via Lorenzo Mascheroni 19, authorized by CONSOB.
This press release is available in the Investor/Press Releases section of the website www.nuscospa.com and on www.1info.it.
Nusco SpA
80035 Nola (NA) - S.S. 7bis km 50.500 - tel +39 081 512 22 34 - fax +39 081 189 02 432 Tax Code, VAT Number and Registration with the Companies' Register of Naples: 06861021217 Share capital: 22,503,083.00 fully paid up nuscospa.com NUSCO Nusco S.p.A., a company based in Nola (NA), active in the production and marketing of interior doors and windows and frames in wood, PVC, aluminum, and iron under the "NUSCO" brand, is the parent company of the homonymous Group, which also includes the subsidiary Pinum Doors & Windows S.r.l., operating in the same sector in the Romanian market. Nusco is a historic Italian brand present in the window and door market for over 60 years and one of the leaders in central-southern Italy in the production and marketing of doors and windows and frames. The Company conducts its business through two Business Units: the Doors BU, which is responsible for the production of the range of doors offered by Nusco and the marketing of security doors, and the Windows BU, active in the marketing of windows, shutters, and iron grilles. NUSCO products are aimed at a broad customer portfolio consisting of construction companies, franchisee s managed by affiliates, authorized multi-brand retailers widely distributed throughout the national territory, and private customers.
For further information:
Investor Relations
Nusco S.p.A.
Marco Nardi - Investor Relations
Manager
STRADA STATALE 7 BIS, KM.
50,500
80035 - Nola (NA) Tel. +39 081 5122234 investor.relator@nuscoporte.com Euronext Growth Advisor Banca Profilo S.p.A.
Via Cerva, 28 20122 - Milan Tel. +39 02 8584808
alessio.muretti@bancaprofilo.it
nusco@bancaprofilo.it Media Relations
Spriano Communication
Fiorella Girardo
tel. 3488577766
fgirardo@sprianocommunication.com
Cristina Tronconi
tel. 3460477901
ctronconi@sprianocommunication.co
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