Next round in the dispute Alpstaeg may keep stadium - FCL board of directors is "irritated and disappointed"

The Lucerne City Council has discontinued the Swissporarena reversion proceedings initiated in the fall of 2023. It came to the conclusion that no contractual obligations towards the city had been breached in the dispute over the violation of pre-emptive rights to the stadium shares.

In discussions, Bernhard Alpstaeg, currently the only member of the Board of Directors of Stadion Luzern AG, assured the city council that the building rights contract had always been complied with and would continue to be complied with in the future, the city council announced on Tuesday. It also wants to ensure that FC Luzern's home matches and the 2025 European Women's Football Championship can be staged.

Even before the talks with the city, Alpstaeg had already given his signature without conditions for the licensing procedure for the 2024/2025 season of FC Luzern, the city announced.

Furthermore, the Board of Directors of Stadion Luzern AG is to be properly filled again. The city of Lucerne, together with the Lucerne Football-Sport Foundation, is proposing Michèle Bucher for election. This proposal is "welcomed" by Stadion Luzern AG, as it wrote in a press release on Tuesday.

The city and Bernhard Alpstaeg agree that the "alleged violation" of pre-emption or purchase rights to the shares should neither affect nor impair the stadium's operations, as stated in the press release.

The owner of the Swissporarena is Stadion Luzern AG. 60 percent of the shares belong to BA Holding AG, which is majority-owned by Bernhard Alpstaeg. 40 percent of the shares belong to FCL Holding AG, the parent company of FC Lucerne.

"Great disappointment" for the FCL Board of Directors

The Board of Directors of FCL Holding AG is disappointed by the City Council's decision. "It is with great irritation and disappointment that FCL Holding AG has taken note of the separate agreement between the city of Lucerne and Bernhard Alpstaeg regarding the stadium," reads a statement.

It continues: "Although Bernhard Alpstaeg allegedly illegally acquired the majority of shares in the stadium privately in violation of the right of first refusal anchored in the building rights agreement in favor of FCL Holding AG, the city has failed to correct this dodge and ensure that the stadium belongs to the people of Lucerne."

Over the past six months, the city of Lucerne had conducted "intensive negotiations with Bernhard Alpstaeg regarding the violation of the right of first refusal vis-à-vis FCL Holding AG by Bernhard Alpstaeg or his company without involving FCL Holding AG". FCL Holding AG was not invited to these separate meetings. This is "unacceptable and incomprehensible", says the FCL Board of Directors.

However, FCL Holding AG does not want to give up. It will now "concentrate primarily on asserting its interests and claims in the context of these criminal proceedings so that the lawful situation can also be restored with regard to Stadion Luzern AG".

The dispute between Bernhard Alpstaeg and FCL Holding AG dates back to the fall of 2022. FCL Holding AG accused Alpstaeg of violating its pre-emptive rights by acquiring 60% of the stadium shares. In the fall of 2023, the city of Lucerne initiated reversion proceedings for the stadium, as the question arose as to whether Stadion Luzern AG might have breached any obligations under the building lease agreement.

The FCL media release in full:

"Great disappointment at FCL Holding AG about the unilateral agreement between the city of Lucerne and Bernhard Alpstaeg - the city is shirking its responsibility and preventing the stadium from belonging to the city and thus to the people of Lucerne.

FCL Holding AG has taken note of the separate agreement between the City of Lucerne and Bernhard Alpstaeg regarding the stadium with great irritation and disappointment. Although Bernhard Alpstaeg allegedly illegally acquired the majority of shares in the stadium privately in violation of the right of first refusal anchored in the building lease agreement in favor of FCL Holding AG, the city has failed to correct this dodge and ensure that the stadium belongs to the people of Lucerne.

Over the past six months or so, the City of Lucerne has conducted intensive negotiations with Bernhard Alpstaeg regarding the violation of the right of first refusal vis-à-vis FCL Holding AG by Bernhard Alpstaeg or his company without involving FCL Holding AG. It is unacceptable and incomprehensible that the representatives of FCL Holding AG, as the pre-emptive right holder and shareholder of Stadion Luzern AG, were not invited to these separate meetings by the City of Lucerne. With these one-sided negotiations, the City of Lucerne has missed a great opportunity to lead the parties to an amicable solution.

It is clear from the building lease agreement that FCL Holding AG, as a shareholder, has a right of first refusal. It is also clear that FCL Holding AG is entitled to a seat on the Board of Directors of Stadion Luzern AG. It is incomprehensible that the City of Lucerne, which is the grantor of the building rights in accordance with the building rights agreement, does not wish to insist on compliance with these obligations towards Bernhard Alpstaeg and Stadion Luzern AG. It is well known that the Allmendstadion Luzern was subsidized by the City of Lucerne (and other local authorities) with taxpayers' money to the tune of over CHF 60 million - for the benefit and well-being of FC Luzern and football, as is also explicitly stated in various provisions of the building lease agreement.

The City of Lucerne could have prevented the current situation by exercising its right of first refusal for the shares in Stadion Luzern AG. Unfortunately, this did not happen and with the current waiver of the reversion procedure and the waiver vis-à-vis Bernhard Alpstaeg and his company to comply with the various obligations towards FCL Holding AG, the City of Lucerne has in no way taken the interests of FCL into account. Ultimately, the City of Lucerne has not fulfilled its responsibility towards FCL, as it also arises from the building rights agreement.

As is known, the public prosecutor's office announced at the beginning of May 2024 that it will probably convict Bernhard Alpstaeg of coercion and attempted mismanagement in connection with the (presumably) unlawful acquisition of the shares in FCL Holding AG and Stadion Luzern AG. FCL Holding AG will now focus primarily on asserting its interests and claims in the context of these criminal proceedings so that the lawful situation can also be restored with regard to Stadion Luzern AG."

SDA