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

Core Viewpoint - CoinShares International Limited is merging with Vine Hill Capital Investment Corp. and Odysseus Holdings to facilitate a change of listing venue from Nasdaq Stockholm to the Nasdaq Stock Market in the U.S., valuing CoinShares at approximately USD 1.2 billion, which represents a premium of about 30.6% compared to its last closing price on Nasdaq Stockholm [1][10][13]. Transaction Overview - The merger involves a court-sanctioned Scheme of Arrangement under Jersey Law, allowing CoinShares shareholders to exchange their shares for ordinary shares in Odysseus Holdings [2][17]. - The completion of the Transaction is expected to occur on 17 December 2025, subject to various conditions including shareholder approvals and regulatory clearances [1][30][47]. Valuation and Consideration - The total consideration for CoinShares' shareholders is approximately SEK 11.3 billion or USD 1.2 billion, translating to about SEK 173.2 per ordinary share, reflecting a premium of approximately 30.6% over the last trading price [1][10][13]. - Each CoinShares ordinary share will be exchanged for approximately 1.8116 ordinary shares of Odysseus Holdings based on the Equity Value Per Share [3][17]. Strategic Rationale - The Transaction aims to reposition CoinShares within the U.S. capital markets, enhancing access to institutional investors and improving research coverage, which is expected to support CoinShares' growth ambitions in the U.S. marketplace [9][11]. - CoinShares has been limited by its current listing characteristics, including low trading volumes and restricted analyst coverage, which the merger seeks to address [8][9]. Private Placement - CoinShares plans to conduct a private placement of 5,000,000 ordinary shares at USD 10.0 per share, raising approximately USD 50.0 million in gross proceeds, with an additional allocation of 1,666,667 shares to the Private Placement Investor [1][55]. - The private placement is intended to support CoinShares' growth strategy and will result in a dilution of approximately 9.0% of the total ordinary shares [58]. Shareholder Support - Key shareholders, representing approximately 87.7% of CoinShares' shares, have agreed to vote in favor of the Transaction and not to take actions that may impair its completion [42][39]. - The Board of Directors of CoinShares has obtained a fairness opinion indicating that the Transaction consideration is fair from a financial perspective [39][40]. Timeline - The indicative timetable includes the initiation of the Scheme of Arrangement on 5 November 2025, with the Court Meeting and Special Meeting expected on or about 8 December 2025, and the completion of the Transaction anticipated on 17 December 2025 [47][48].