Servizi
CoinShares proposes to change listing venue to a public stock market or other exchange in the US through a joint merger plan with Vine Hill Capital, Odysseus Holdings and others, and to carry out a private placement of approximately USD 50M
Today, 8 September 2025, each of CoinShares, Vine Hill, Odysseus Holdings and Odysseus (Cayman) Limited, a newly formed Cayman Islands exempted company, wholly owned by Odysseus Holdings (“ ”), have entered into a Business Combination Agreement (the “ ”), which outlines the structure of the Transaction and a joint merger plan that includes a scheme of arrangement under Article 125 of the Jersey Companies Law (the “ ”). Furthermore, CoinShares and Odysseus Holdings have entered into a Subscription Agreement (as defined below) with the Private Placement Investor, an institutional investor, providing for the subscription of ordinary shares in the Private Placement (see “ ” below).
Each issued and outstanding ordinary share of CoinShares will be exchanged for a number of ordinary shares of Odysseus Holdings (each, an “ ”) equal to the quotient obtained by dividing (i) the Equity Value Per Share (as defined below) by (ii) USD 10.0 (such quotient, the “ ”). The “ ” is calculated as USD 1.2 billion divided by the fully diluted number of outstanding and issued ordinary shares in CoinShares as of immediately prior to the completion of the Transaction, excluding the ordinary shares in to be issued in the Private Placement. Based on the number ordinary shares in CoinShares as of 8 September 2025, the Equity Exchange Ratio would be equal to approximately 1.8116 Odysseus Holdings Ordinary Shares. The minimum Equity Exchange Ratio is approximately 1.7782 Odysseus Holdings Ordinary Shares. The maximum Equity Exchange Ratio is approximately 1.8319 Odysseus Ordinary Shares.
As per the date of this announcement, CoinShares has a total of 1,927,883 outstanding options under its employee inventive plan. Each option to purchase ordinary shares in CoinShares (each, an “ ”) that is issued and outstanding and has vested pursuant to its terms will be converted into the right to receive a cash payment (less applicable withholdings) equal to (i) the excess of the Equity Value Per Share over the exercise price of such vested CoinShares Option, multiplied by (ii) the number of CoinShares Ordinary Shares underlying such option.
Each CoinShares Option that is unvested will be converted into an option to purchase ordinary shares in Odysseus Holdings (“ ”). The number of ordinary shares in Odysseus Holdings subject to such option will equal (i) the number of CoinShares Ordinary Shares underlying the unvested option multiplied by (ii) the Equity Exchange Ratio. The exercise price per Odysseus Holdings Ordinary Share issuable on exercise of the Holdings Option will equal the exercise price per CoinShares ordinary share of such CoinShares Option immediately prior to completion of the Transaction divided by the Equity Exchange Ratio, and all other terms and conditions (including vesting and duration) will remain unchanged except for the administration of the Holdings Options.
Upon the completion of the Transaction, CoinShares’ shareholders will receive between approximately 78,4 percent of the shares and votes in Odysseus Holdings assuming no redemptions of Vine Hill’s public shares and approximately 91.6 percent of the shares and votes in Odysseus Holdings assuming 100 percent redemptions of Vine Hill’s public shares, in each case, excluding the potential dilution of the Public Warrants (as defined below). The completion of the Transaction is subject to, , approval by the shareholders of each of CoinShares at the Court Meeting (as defined below) and Vine Hill at a special meeting (the “ ”), which is expected to be held on or about 8 December 2025, as well as approval from the relevant authorities.
Based on the average volume-weighted price during the last ten trading days for CoinShares’ ordinary shares on Nasdaq Stockholm, the approximate Transaction consideration calculated based on the shares and options outstanding as of 8 September 2025 in accordance with terms of the BCA represents a premium of approximately:
CoinShares is a leading European asset manager specializing in digital assets, offering institutional-grade exposure to cryptocurrencies through a diversified suite of asset management and capital markets products. Despite its strong financial performance and market leadership in crypto ETPs, CoinShares’ market capitalization has been limited by the specific characteristics of its current listing and constrained by structural factors, including low trading volumes and investments from institutional investors, and restricted analyst coverage, largely due to the absence of an institutional shareholder base.
The Transaction represents a strategic opportunity to reposition CoinShares within the U.S. capital markets, enabling CoinShares to access a deeper pool of institutional investors, benefit from enhanced research coverage, and align its listing venue with its global growth ambitions including building brand awareness for new product launches in the U.S. as a U.S. listed company, CoinShares believes that this will support CoinShares’ strategic entry into the U.S. marketplace, which it believes offers potential for revenue growth. The proposed business combination with Vine Hill, a special purpose acquisition company with its shares listed in the U.S. and management team with a proven de-SPAC execution track record, provides a compelling pathway to achieve these objectives.
The Transaction values CoinShares at approximately USD 1.2 billion, representing a premium to its current market capitalization on Nasdaq Stockholm. The structure of the Transaction, executed, , via the Scheme of Arrangement, ensures continuity of operations while enhancing CoinShares’ visibility and access to U.S. capital markets.
This strategic move is expected to unlock shareholder value, support future M&A initiatives, and accelerate CoinShares’ expansion across the U.S. and EMEA regions, while maintaining its focus on regulated, institutional-grade digital asset offerings.
In accordance with the BCA, Vine Hill will merge with and into Odysseus Holdings’ wholly owned subsidiary, Odysseus Cayman, one day ahead of the completion of the Transaction (the “ ”). At the time that the SPAC Merger becomes effective, each issued and outstanding Class A share of Vine Hill will be converted into one ordinary share of Odysseus Holdings. Upon completion of the SPAC Merger, by operation of law, Odysseus Cayman will possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of Vine Hill and Odysseus Cayman under the Companies Act (as revised) of the Cayman Islands (the “ ”).
Immediately prior to the SPAC Merger between Vine Hill and Odysseus Cayman, Vine Hill will only have one outstanding class of shares, as all Class B shares (excluding the 2,933,333 Class B shares of Vine Hill that will have been irrevocably forfeited and surrendered by Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (the “ ”), to Vine Hill for no consideration as a contribution to the capital of Vine Hill (the “ ”)) held by SPAC Sponsor will have been converted into Class A shares of Vine Hill, on a one-for-one basis.
Warrants that were purchased by the SPAC Sponsor in a private placement that occurred simultaneously with the completion of Vine Hill’s initial public offering and warrants that could be issued in connection with the conversion of working capital loans made to Vine Hill by SPAC Sponsor (together, the “ ”) will be forfeited to Vine Hill for no consideration and cancelled. As part of the SPAC Merger, the warrants that were part of the units issued as part of Vine Hill’s initial public offering (the “ ”) that are outstanding and unexercised, will each be converted into a warrant to purchase one ordinary share in Odysseus Holdings. Additionally, immediately prior to the SPAC Merger, any units sold by Vine Hill in its initial public offering, which consist of one Class A share of Vine Hill and one-half of one Public Warrant will be automatically separated and the holder of each such unit will be deemed to hold one Class A share of Vine Hill and one-half of one Public Warrant, with any fractional Public Warrant rounded down to the nearest whole number of Public Warrants, and immediately following such separation, all such units will be automatically cancelled and shall cease to exist.
Following the SPAC Merger, Odysseus Cayman will acquire the ordinary shares of CoinShares pursuant to the Scheme of Arrangement (see “ ” below), pursuant to which all CoinShares’ ordinary shares will be exchanged for ordinary shares in Odysseus Holdings. The ordinary shares in the Private Placement are expected to be delivered to the Private Placement Investor versus payment of the subscription price immediately prior to completion of the Scheme of Arrangement. Following completion of the Scheme of Arrangement, the ordinary shares issued to the Private Placement Investor in the Private Placement shall be converted into an equal number of ordinary shares in Odysseus Holdings (see “ ” below). The ordinary shares issued to other Coinshares’ shareholders will be exchanged for the number of ordinary shares in Odysseus Holdings equal to the quotient obtained by dividing (i) Equity Value Per Share by (ii) USD 10.0 . The vested options in CoinShares will be cancelled and converted into a right to receive an amount in cash. The unvested Options in CoinShares will be assumed by Odysseus Holdings and converted into an option to purchase ordinary shares in Odysseus Holdings (see “ ” above).
As a result of these transactions mentioned above, Odysseus Cayman, which is wholly owned by Odysseus Holdings, will acquire all ordinary shares in CoinShares, CoinShares’ existing shareholders will receive ordinary shares in Odysseus Holdings in exchange, and Odysseus Holdings’ ordinary shares will be listed on the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill. After the completion of the Transaction, Odysseus Cayman will distribute any remaining cash in Vine Hill’s trust account held for its public shareholders to Odysseus Holdings and will be liquidated.
In order to facilitate the completion of the Transaction, CoinShares’ Board of Directors intends to pursue a delisting of CoinShares ordinary shares from Nasdaq Stockholm. The intention is to carry out the delisting through a delisting application to Nasdaq Stockholm and subsequent approval from Nasdaq Stockholm, conditional upon completion of the Transaction. Nasdaq Stockholm’s conditional approval shall be granted no later than two weeks prior to completion of the Transaction.
CoinShares will initiate the Scheme of Arrangement, on 5 November 2025, by applying to the Royal Court of Jersey for an order requisitioning a meeting of members (or class of members, as the case may be) of CoinShares to consider and vote on the proposed Scheme of Arrangement which is expected to be held on or about 8 December 2025 (the “ ”). Prior to the Court Meeting, CoinShares will prepare and distribute a scheme circular containing detailed information about the Scheme of Arrangement and its effects (the “ ”).
At the Court Meeting, a majority in number representing at least 3/4ths of the voting rights of the members (or a class of members) present and voting, in person or by proxy must agree to and approve the Scheme of Arrangement. A second court application is then made to the Royal Court of Jersey to sanction the Scheme of Arrangement. Following the sanction by the Royal Court of Jersey, CoinShares is required to submit the court’s order to the Registrar of Companies in Jersey for registration in order for the Scheme of Arrangement to be effective.
The BCA contains customary representations and warranties of the parties, which do not survive the consummation of the Transaction. Many of the representations and warranties are qualified by materiality, Company Material Adverse Effect or SPAC Material Adverse Effect. “ ” means, subject to certain exceptions, any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of the CoinShares group, taken as a whole; or (b) the ability of CoinShares or Odysseus Holdings, as applicable, to perform their respective obligations under the BCA or to consummate the Transaction. “ ” means, subject to certain exceptions, any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of Vine Hill; or (b) the ability of Vine Hill to perform its obligations under the BCA or to consummate the SPAC Merger or the Transaction. Certain of the representations are subject to specified exceptions and qualifications contained in the BCA or in information provided pursuant to certain disclosure schedules to the BCA.
Vine Hill is required to provide a certificate at completion of the Transaction to CoinShares certifying that its representations and warranties are true and correct, subject to certain materiality thresholds. It is a condition to completion of the Transaction for the benefit of Vine Hill for the representations and warranties of CoinShares to be true and correct at the date of the BCA and at completion, subject to certain materiality thresholds (see “ ” below), and it is a separate condition for CoinShares to provide a certificate to Vine Hill at completion confirming the same. Vine Hill also has a corresponding termination right subject to a 30-day cure period in the event that CoinShares’ representations and warranties are not true and correct such that the conditions specified in this paragraph would not be satisfied.
CoinShares has a termination right and a corresponding condition to completion of the Transaction in its favour, see condition (viii) “ ” below, if any information made public by Vine Hill, or otherwise made available by Vine Hill to CoinShares, Odysseus Holdings or Odysseus Cayman, is materially inaccurate, incomplete or misleading in any material respect, or if Vine Hill fails to make public all material information which is required to be made public by Vine Hill under applicable law, subject to a 30-day cure period.
None of the parties to the BCA is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the BCA. However, each party will remain liable for knowing and intentional material breaches of its representations or warranties or any of its covenants in the BCA, which material breach constitutes or is a consequence of, a purposeful act or failure by any such party with the actual knowledge that the taking of such act or failure to take such act would cause a material breach, or for fraud prior to termination. CoinShares will bear the fees, costs and expenses in connection with the filing of the Registration Statement with the U.S. Securities and Exchange Commission (the “ ”) and submitting a listing application to Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), regardless of whether completion of the Transaction occurs. Following completion, Odysseus Holdings will be required to reimburse all expenses of the parties, subject to a cap of USD 4.0 million for expenses of Vine Hill, subject to certain exceptions and qualifications.
The BCA also contains customary pre-completion covenants of the parties, including obligations of the parties to operate their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of Odysseus Holdings, Odysseus Cayman, CoinShares, with respect to Vine Hill, and Vine Hill, with respect to CoinShares, in each case, subject to certain exceptions and qualifications. CoinShares, Odysseus Holdings and Odysseus Cayman agree, among other restrictions, not to:
The covenants do not survive the completion of the Transaction, other than those that are required to be performed or complied with after completion of the Transaction, including, for the parties to keep non-public information of the other parties in confidence for two years, for Odysseus Holdings to adopt a customary incentive equity plan to hire and incentivize its executives and other employees and for Odysseus Holdings to maintain the indemnification rights of current or former directors or officers of CoinShares and Vine Hill provided pursuant to their respective governing documents for a certain period.
In addition, CoinShares and Vine Hill have entered a mutual exclusivity undertaking, which prohibits (i) CoinShares from proposing or taking any action or engaging with a potential competing transaction or other action that may impede the Transaction and (ii) Vine Hill from negotiating or entering into any letter of intent or other agreement for an alternative transaction with another party.
Completion of the Transaction is conditional upon:
Odysseus Holdings reserves the right to withdraw the Transaction in the event that it is clear that any of the above conditions are not satisfied by 8 June 2026. However, the Transaction may only be withdrawn if the non-satisfaction is of material importance to the Transaction or if otherwise approved by the Swedish Securities Council. Odysseus Holdings reserves the right to waive, in whole or in part, one, several or all of the conditions set out above.
In order to comply with applicable U.S. federal securities laws (including Rule 14e-1 under the U.S. Exchange Act), the completion of the Transaction may need to be postponed following a material change or waiver of condition.
In addition to the Scheme Circular, in connection with the Transaction, Odysseus Holdings, CoinShares and Vine Hill intend to file with the SEC a registration statement on Form F-4 (the “ ”), which will include a preliminary proxy statement of Vine Hill and a prospectus of Odysseus Holdings (the “ ”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transaction and other matters as described in the Proxy Statement/Prospectus. Odysseus Holdings, CoinShares and Vine Hill will also file other documents regarding the Transaction with the SEC. This press release does not contain all of the information that should be considered concerning the Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, ODYSSEUS HOLDINGS AND THE TRANSACTION.
Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Odysseus Holdings, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Odysseus Holdings at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
Pursuant to the Transaction, CoinShares’ shareholders will receive approximately 91.6 percent of the shares and votes in Odysseus Holdings assuming 100.0 percent redemptions of Vine Hill’s public shares, and excluding the potential dilution of the Public Warrants. The illustrative table below shows the ownership of Odysseus Holdings as if the Transaction and the Private Placement had been completed, assuming 100.0 percent redemptions of Vine Hill’s public shares and is based on the latest available shareholding information, and excluding the potential dilution of the Public Warrants.
The Board of Directors of CoinShares is of the opinion that the Transaction is beneficial to CoinShares and its shareholders. The Board of Directors also considers the Transaction consideration to be fair from a financial point of view to CoinShares’ shareholders and has obtained a fairness opinion dated 7 September 2025 issued by Eight Advisory UK Limited reflecting their opinion as of that date that, on the basis of the considerations therein, the consideration to be paid by Odysseus Holdings is fair, from a financial point of view, to CoinShares.
Based on the above, the Board of Directors unanimously recommends CoinShares’ shareholders to vote in favor of the Transaction on the Court Meeting.
In connection with the execution of the BCA, CoinShares, Vine Hill, Odysseus Holdings and Odysseus Cayman have entered a Shareholder Support Agreement with Alan Howard, Adam Levinson, Daniel Masters, Discovery Capital Management, Dwight Anderson and family and trusts, Horseferry Limited PTE, Meltem Demirors, Mognetti Partners Limited, Paul Davidson, Somerston and Vitruvius & Russell Newton (together, the “ ”) which possess approximately 87.7 percent of the shares and votes in CoinShares. The Key CoinShares Shareholders have agreed, among other things, to (i) vote in favor of the resolutions related to the Transaction at the Court Meeting, and withhold consent for any action that may result in breach of the BCA or otherwise impair the completion of the Transaction, (ii) to waive any preemption rights or similar protections with respect to each of their holding in CoinShares in connection with the Transaction, and (iii) not to transfer, redeem or cause the redemption of any of the ordinary shares in CoinShares held by such Key CoinShares Shareholders prior to or in connection with the Transaction, subject to customary exceptions and existing contractual rights.
The completion of the Transaction is not dependent on any financing as the Transaction consideration exclusively consists of ordinary shares of Odysseus Holdings.
As Odysseus Holdings is not an operating entity but exists exclusively for the purpose of enabling the Transaction to be executed as contemplated, the Transaction will have a significant impact – immediately and in the future – on Odysseus Holdings’ earnings and financial position. Conversely, the Transaction is expected to have a very limited impact on CoinShares’ performance and financial position, both immediately and in the future.
When preparing for the Transaction, CoinShares, Odysseus Holdings and Vine Hill have conducted limited, customary due diligence reviews of certain business, financial, commercial and legal information relating to CoinShares, Odysseus Holdings and Vine Hill, respectively. CoinShares has confirmed that at the time of the announcement of the Transaction, no information has been provided to Vine Hill, Odysseus Holdings or its closely related entities in connection with the due diligence review, which has not yet been publicly disclosed and which constitutes inside information regarding CoinShares.
The Swedish Securities Council (Sw. ) has approved the mutual exclusivity undertaking entered into, and between, CoinShares and Vine Hill, described under “ ” above, and the restrictive covenants described under “ ” above, do not constitute prohibited bid-related arrangements pursuant to section II.17a of the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “ ”) or would otherwise be contrary to the Takeover Rules or good stock market practice (see Ruling 2025:36). The mutual exclusivity undertaking will remain effective until the completion of the Transaction. Further, the Swedish Securities Council has rejected CoinShares’ request for an exemption from Section V of the Takeover Rules, confirmed that Odysseus Holdings shall be regarded as the in connection with the Transaction in light of the Takeover Rules and that Section IV including Appendix 1 in the Takeover Rules shall apply when preparing the Swedish offer document (see Ruling 2025:39).
As set out above, the completion of the Transaction is conditional upon, , with respect to the Transaction and completion of the Transaction, receipt of certain necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar. Such clearances, approvals, decisions and other actions are expected to have been received before the completion of the Transaction.
Odysseus Holdings reserves the right to postpone the time for the completion of the Transaction. Odysseus Holdings will announce any extension of the postponement of the completion of the Transaction date by a press release in accordance with applicable laws and regulations.
There are currently no decisions concerning any material changes to CoinShares’ employees or to the existing organization and operations, including the terms of employment and locations of the business.
As at the date of this announcement, Jeri-Lea Brown, being a closely related party Odysseus Holdings, owns and controls 2,000 ordinary shares and 5,608 options in CoinShares, which corresponds to less than 0,001 percent of the shares and votes in CoinShares . Vine Hill does not own or control any shares in CoinShares, or other financial instruments, which give Vine Hill financial exposure equal to a holding in CoinShares.
As of the date of this announcement, CoinShares holds 1,171,037 ordinary shares in treasury, corresponding to approximately 1.8 percent of the total outstanding ordinary shares and votes in CoinShares. Neither Odysseus Holdings or any closely related companies or closely related parties have acquired or taken any measures to acquire any ordinary shares in CoinShares or any financial instruments that give financial exposure to CoinShares’ ordinary shares during the six months preceding the date of this announcement.
Odysseus Holdings is wholly owned by Jeri-Lea Brown, who is affiliated with CoinShares through her employment in CoinShares as Corporate Secretary. Jeri-Lea Brown’s engagement in Odysseus Holdings is solely for the purposes of facilitating the Transaction as described herein and in accordance with Odysseus Holdings’ undertakings in the BCA.
As at the date of this announcement, Odysseus Holdings indirectly holds 2,000 ordinary shares and 5,608 options in CoinShares, corresponding to less than 0.001 percent of the shares and votes in CoinShares . Jeri-Lea Brown’s participation in the Transaction means that Section III of the Takeover Rules is applicable to the Transaction, entailing that CoinShares is obliged to obtain and announce a fairness opinion regarding the Transaction from an independent expert. As stated above under “ ” above, the Board of Directors of CoinShares has obtained a fairness opinion from Eight Advisory UK Limited.
CoinShares and Odysseus Holdings have today entered into a subscription agreement (the “ ”) with Alyeska Master Fund (the “ ”), pursuant to which the Private Placement Investor, subject to the terms and conditions of the Subscription Agreement, irrevocably agrees to subscribe for and purchase, and CoinShares irrevocably agrees to issue and sell, 5,000,000 ordinary shares of CoinShares at purchase price of USD 10.0 per ordinary share for an aggregate purchase price of USD 50.0 million. In consideration of its commitment to the Private Placement, the Private Placement Investor will be allocated an additional 1,666,667 ordinary shares, resulting in an aggregate of 6,666,667 ordinary shares being issued in the Private Placement. The Board of Directors of CoinShares is expected to approve the issue of the ordinary shares for the Private Placement upon completion of the Transaction and the ordinary shares are expected to be delivered to the Private Placement Investor versus payment of the subscription price immediately prior to completion of the Scheme of Arrangement. Following completion of the Scheme of Arrangement, the ordinary shares issued to the Private Placement Investor in the Private Placement shall be converted into 6,666,667 ordinary shares of Odysseus Holdings. The price in the Private Placement was determined through bilateral negotiations with multiple potential investors in consultation with CoinShares’ financial advisor, and done at the same share price as the consideration to the shareholders of CoinShares received in the Transaction. Based on the foregoing, the Board of Directors assesses that the subscription price accurately reflected current market conditions and demand. The net proceeds of the Private Placement are intended to be used to support CoinShares’ contemplated growth strategy.
Prior to the Private Placement, the Board of Directors has made an overall assessment and carefully considered the option to raise capital through a rights issue or by other means, including through negotiations with a number of institutional investors regarding potential alternatives structures. The reasons for deviating from the shareholders’ preferential right are: (i) the need to find investors willing and able to invest on the terms dictated by the Transaction; (ii) to increase the flexibility of the timing of the share issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks, as well as risk for a potentially adverse effect on the share price, (iii) that the share issue, in relation to CoinShares’ market capitalization, is limited in size, entailing that a rights issue process is disproportionately burdensome to carry out, causing costs in the form of time-consuming processes for CoinShares compared to the Private Placement, and (iv) to strengthen CoinShares’ shareholder base with a fundamental institutional investor in order to maintain and enhance the liquidity of CoinShares’ ordinary share. For the reasons stated, the Board of Directors’ overall assessment is that a directed share issue with deviation from the shareholders’ preferential rights is the most favorable alternative for CoinShares and is in the best interest of CoinShares and its shareholders.
The Private Placement entails an increase in the number of ordinary shares in CoinShares of 6,666,667, from 67,412,548 ordinary shares to 74,079,215 ordinary shares. The Private Placement results in a dilution of approximately 9.0 percent of the number of ordinary shares and votes in CoinShares (calculated as the number of newly issued ordinary shares divided by the total number of shares in CoinShares on a fully diluted basis upon completion of the Private Placement and the Transaction). The issued share capital will increase by GBP 3,300.0 from approximately GBP 33,005.7 to approximately GBP 36,305.7.
Odysseus Holdings is a newly formed Jersey company established pursuant to the BCA. It serves solely as a vehicle within the predetermined transaction structure initiated by CoinShares and Vine Hill in accordance with the BCA.
CoinShares is a leading European asset manager specializing in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey, with offices in France, Sweden, Switzerland, the UK and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the U.S. by the Securities and Exchange Commission, the National Futures Association and the Financial Industry Regulatory Authority. CoinShares is publicly listed on Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
Vine Hill was established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and forms part of Vine Hill Capital Partners, which is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets. Vine Hill is publicly listed on the Nasdaq Stock Market under the ticker VCIC.
The BCA and any action, suit, dispute, controversy or claim arising out of the BCA and the consummation of the transactions shall be governed by and construed in accordance with internal law of the State of New York, provided that (i) the Scheme of Arrangement, and such other provisions of the BCA expressly required by the terms of the BCA to be governed by Jersey law, shall be governed by Jersey law and its regulations, and (ii) the SPAC Merger, and such other provisions of the BCA expressly required by the terms of the BCA to be governed by the Cayman Companies Act, shall be governed by the Cayman Companies Act and its regulations. CoinShares, Odysseus Holdings, Odysseus Cayman and Vine Hill consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of New York, in each case in connection with any matter based upon or arising out of the Transaction.
The transaction proposal to the shareholders of CoinShares shall in all aspects be governed by and interpreted in accordance with substantive Swedish law. All matters relating to company law, when relating to CoinShares and Odysseus Holdings, shall be dealt with in accordance with Jersey Law, whereas all matters relating to company law, when relating to Odysseus Cayman, shall be dealt with in accordance with Cayman Islands Law. Any dispute regarding the offer to the shareholders of CoinShares, or which arises in connection therewith, shall be settled exclusively by Swedish courts, whereby Stockholm District Court (Sw. ) shall be the court of first instance.
The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Transaction. Odysseus Holdings has, in accordance with Section V.2 of the Takeover Rules, undertaken to Nasdaq Stockholm to comply with the Takeover Rules and to submit to any sanctions that can be imposed on Odysseus Holdings by Nasdaq Stockholm in the event of a breach of the Takeover Rules.
Stifel and Keefe, Bruyette & Woods (KBW), , is acting as financial advisor to CoinShares in relation to the Transaction, as well as Sole Placement Agent in connection with the Private Placement. White & Case (as to U.S. law, U.K. law and Swedish law) and Carey Olsen (as to Jersey Law and Cayman Islands Law) are acting as legal advisors to CoinShares in relation to the Transaction and the Private Placement. Paul Hastings LLP (as to U.S. law), Appleby Global Group LLC (as to Jersey Law and Cayman Islands Law) and Advokatfirman Hammarskiöld (as to Swedish law) are acting as legal advisors to Vine Hill Capital Investment Corp. Latham & Watkins LLP is acting as legal advisor to Stifel and Keefe, Bruyette & Woods (KBW).
Information about the Transaction is made available at www.coinshares-bidco.com.
Jeri-Lea Brown, Director, jbrown@coinshares.com
Benoît Pellevoizin, Head of Marketing & Communications, bpellevoizin@coinshares.com
Odysseus Holdings Limited is a newly formed Jersey private limited liability company wholly owned by Jeri-Lea Brown, with registration number 161481, having its registered office at 2 Hill Street, St. Helier, JE2 4UA.
Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares, in each case as of 8 September 2025 and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares Options (as defined below), whether vested or unsettled, were net settled by withholding shares upon exercise, and an exchange rate of SEK/USD 9.45324 as of 5 September 2025, which would result in an Equity Exchange Ratio (as defined below) of 1.8116. Assuming all of the 1,927,883 outstanding CoinShares Options were exercised for cash prior to completion of the Transaction, and CoinShares issued USD 500,000 of additional options (the maximum amount permitted under the BCA) at the USD 10.00 transaction price prior to completion of the Transaction, there would be 67,485,056 shares in CoinShares, which would result in an Equity Exchange Ratio of approximately 1.7782 corresponding to SEK 168.1. Assuming all of the 1,927,883 CoinShares Options were cancelled prior to completion of the Transaction, and CoinShares does not issue any additional options prior to completion of the Transaction, there would be 65,507,173 shares in CoinShares, which would result in an Equity Exchange Ratio of approximately 1.8319 corresponding to SEK 173.2. The actual number of shares in CoinShares calculated on a fully diluted basis pursuant to the BCA as of immediately prior to the completion of the Transaction, excluding the shares to be issued in the Private Placement, may be different.
Excluding today, 8 September 2025.
Corresponding to approximately SEK 94.5, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 472,662,000.0, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 94.5, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 11.3 billion, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares, in each case as of
8 September 2025, and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares Options, whether vested or unsettled, were net settled by withholding shares upon exercise, which would result in an Equity Exchange Ratio of 1.8319.
Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares, in each case as of
8 September 2025, and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares Options, whether vested or unsettled, were net settled by withholding shares upon exercise.
Assuming all of the 1,927,883 outstanding CoinShares Options were exercised for cash prior to completion of the Transaction, and CoinShares issued USD 500,000 of additional options (the maximum amount permitted under the BCA) at the USD 10.00 transaction price prior to completion of the Transaction, there would be 67,485,056 shares in CoinShares (excluding the shares to be issued in the Private Placement which do not impact the calculations), which would result in an Equity Exchange Ratio of approximately 1.7782 corresponding to SEK 168.1.
Assuming all of the 1,927,883 CoinShares Options were cancelled prior to completion of the Transaction, and CoinShares does not issue any additional options prior to completion of the Transaction, there would be 65,507,173 shares in CoinShares (excluding the shares to be issued in the Private Placement which do not impact the calculations), which would result in an Equity Exchange Ratio of approximately 1.8319 corresponding to SEK 173.2.
Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares, in each case as of 8 September 2025, and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares Options (as defined above), whether vested or unsettled, were net settled by withholding shares upon exercise. The number of shares in CoinShares calculated pursuant to the BCA as of immediately prior to the completion of the Transaction, excluding the shares to be issued in the Private Placement may be different.
Excluding today, 8 September 2025.
Excluding today, 8 September 2025.
Excluding today, 8 September 2025.
Corresponding to approximately SEK 94.5, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 37,812,960, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 237,191,244.8, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 94,532,400.0, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 47,266,200.0, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 9,453,240.0, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Based on 66,241,511 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares.
All dates are preliminary and may be subject to change.
Based on 66,241,511 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares.
Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares Options (as defined above), whether vested or unsettled, were net settled by withholding shares upon exercise.
Corresponding to approximately SEK 94.5, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Corresponding to approximately SEK 472,662,000.0, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.
Including 1,171,037 shares held in treasury by CoinShares and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares Options (as defined above), whether vested or unsettled, were net settled by withholding shares upon exercise.
Including 1,171,037 shares held in treasury by CoinShares and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares Options (as defined above), whether vested or unsettled, were net settled by withholding shares upon exercise.
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